2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 91 - General Provisions › Section 9102 - Definitions and index of definitions

§ 9102. Definitions and index of definitions.
(a) Division 9 definitions.--
The following words and phrases when used in this division shall have the meanings given to them in this subsection:
"Accession."
Goods which are physically united with other goods in such a manner that the identity of the original goods is not lost.
"Account."
(1) Except as used in "account for," a right to payment of a monetary obligation, whether or not earned by performance:
(i) for property which has been or is to be sold, leased, licensed, assigned or otherwise disposed of;
(ii) for services rendered or to be rendered;
(iii) for a policy of insurance issued or to be issued;
(iv) for a secondary obligation incurred or to be incurred;
(v) for energy provided or to be provided;
(vi) for the use or hire of a vessel under a charter or other contract;
(vii) arising out of the use of a credit or charge card or information contained on or for use with the card; or
(viii) as winnings in a lottery or other game of chance operated or sponsored by a state, governmental unit of a state or person licensed or authorized to operate the game by a state or governmental unit of a state.
(2) The term includes health-care-insurance receivables.
(3) The term does not include:
(i) rights to payment evidenced by chattel paper or an instrument;
(ii) commercial tort claims;
(iii) deposit accounts;
(iv) investment property;
(v) letter-of-credit right or letters of credit; or
(vi) rights to payment for money or funds advanced or sold, other than rights arising out of the use of a credit or charge card or information contained on or for use with the card.
"Account debtor."
A person obligated on an account, chattel paper or general intangible. The term does not include persons obligated to pay a negotiable instrument even if the instrument constitutes part of chattel paper.
"Accounting."
Except as used in "accounting for," a record:
(1) authenticated by a secured party;
(2) indicating the aggregate unpaid secured obligations as of a date not more than 35 days earlier or 35 days later than the date of the record; and
(3) identifying the components of the obligations in reasonable detail.
"Agricultural lien."
An interest in farm products:
(1) which secures payment or performance of an obligation for:
(i) goods or services furnished in connection with a debtor's farming operation; or
(ii) rent on real property leased by a debtor in connection with its farming operation;
(2) which is created by statute in favor of a person that:
(i) in the ordinary course of its business furnished goods or services to a debtor in connection with a debtor's farming operation; or
(ii) leased real property to a debtor in connection with the debtor's farming operation; and
(3) whose effectiveness does not depend on the person's possession of the personal property.
"As-extracted collateral."
Any of the following:
(1) Oil, gas or other minerals which are subject to a security interest which:
(i) is created by a debtor having an interest in the minerals before extraction; and
(ii) attaches to the minerals as extracted.
(2) Accounts arising out of the sale at the wellhead or minehead of oil, gas or other minerals in which the debtor had an interest before extraction.
"Authenticate."
To:
(i) sign; or
(ii) with present intent to adopt or accept a record, attach to or logically associate with the record an electrical sound, symbol or process.
"Bank."
An organization which is engaged in the business of banking. The term includes any savings bank, savings and loan association, credit union or trust company.
"Cash proceeds."
Proceeds which are money, checks, deposit accounts or the like.
"Certificate of title."
A certificate of title with respect to which a statute provides for the security interest in question to be indicated on the certificate as a condition or result of the security interest's obtaining priority over the rights of a lien creditor with respect to the collateral. The term includes another record maintained as an alternative to a certificate of title by the governmental unit that issues certificates of title if a statute permits the security interest in question to be indicated on the record as a condition or result of the security interest's obtaining priority over the rights of a lien creditor with respect to the collateral.
"Chattel paper."
A record or records which evidence both a monetary obligation and a security interest in specific goods, a security interest in specific goods and software used in the goods, a security interest in specific goods and license of software used in the goods, a lease of specific goods or a lease of specific goods and license of software used in the goods. In this definition, "monetary obligation" means a monetary obligation secured by the goods or owed under a lease of the goods and includes a monetary obligation with respect to software used in the goods. The term does not include charters or other contracts involving the use or hire of a vessel or records which evidence a right to payment arising out of the use of a credit or charge card or information contained on or for use with the card. If a transaction is evidenced by records that include an instrument or series of instruments, the group of records taken together constitutes chattel paper.
"Collateral."
The property subject to a security interest or agricultural lien. The term includes:
(1) proceeds to which a security interest attaches;
(2) accounts, chattel paper, payment intangibles and promissory notes which have been sold; and
(3) goods which are the subject of a consignment.
"Commercial tort claim."
A claim arising in tort with respect to which:
(1) the claimant is an organization; or
(2) the claimant is an individual and the claim:
(i) arose in the course of the claimant's business or profession; and
(ii) does not include damages arising out of personal injury to or the death of an individual.
"Commodity account."
An account maintained by a commodity intermediary in which a commodity contract is carried for a commodity customer.
"Commodity contract."
A commodity futures contract, an option on a commodity futures contract, a commodity option or another contract if the contract or option is:
(1) traded on or subject to the rules of a board of trade which has been designated as a contract market for such a contract pursuant to Federal commodities laws; or
(2) traded on a foreign commodity board of trade, exchange or market and carried on the books of a commodity intermediary for a commodity customer.
"Commodity customer."
A person for whom or which a commodity intermediary carries a commodity contract on its books.
"Commodity intermediary."
A person that:
(1) is registered as a futures commission merchant under Federal commodities law; or
(2) in the ordinary course of its business provides clearance or settlement services for a board of trade which has been designated as a contract market pursuant to Federal commodities law.
"Communicate."
Any of the following:
(1) To send a written or other tangible record.
(2) To transmit a record by any means agreed upon by the persons sending and receiving the record.
(3) In the case of transmission of a record to or by a filing office, to transmit a record by any means prescribed by filing-office rule.
"Consignee."
A merchant to whom or which goods are delivered in a consignment.
"Consignment."
A transaction, regardless of its form, in which a person delivers goods to a merchant for the purpose of sale and all of the following apply:
(1) The merchant:
(i) deals in goods of that kind under a name other than the name of the person making delivery;
(ii) is not an auctioneer; and
(iii) is not generally known by its creditors to be substantially engaged in selling the goods of others.
(2) With respect to each delivery, the aggregate value of the goods is $1,000 or more at the time of delivery.
(3) The goods are not consumer goods immediately before delivery.
(4) The transaction does not create a security interest which secures an obligation.
"Consignor."
A person that delivers goods to a consignee in a consignment.
"Consumer debtor."
A debtor in a consumer transaction.
"Consumer goods."
Goods which are used or bought for use primarily for personal, family or household purposes.
"Consumer-goods transaction."
A consumer transaction in which:
(1) an individual incurs an obligation primarily for personal, family or household purposes; and
(2) a security interest in consumer goods secures the obligation.
"Consumer obligor."
An obligor who:
(1) is an individual; and
(2) incurred the obligation as part of a transaction entered into primarily for personal, family or household purposes.
"Consumer transaction."
A transaction in which:
(1) an individual incurs an obligation primarily for personal, family or household purposes;
(2) a security interest secures the obligation; and
(3) the collateral is held or acquired primarily for personal, family or household purposes.
The term includes consumer-goods transactions.
"Continuation statement."
An amendment of a financing statement which:
(1) identifies, by its file number, the initial financing statement to which it relates; and
(2) indicates that it is a continuation statement for, or that it is filed to continue the effectiveness of, the identified financing statement.
"Debtor."
A:
(1) person having an interest, other than a security interest or other lien, in the collateral, whether or not the person is an obligor;
(2) seller of accounts, chattel paper, payment intangibles or promissory notes; or
(3) consignee.
"Deposit account."
A demand, time, savings, passbook or similar account maintained with a bank. The term does not include investment property or accounts evidenced by an instrument.
"Document."
A document of title or a receipt of the type described in section 7201(b) (relating to person that may issue a warehouse receipt; storage under bond).
"Electronic chattel paper."
Chattel paper evidenced by a record consisting of information stored in an electronic medium.
"Encumbrance."
A right, other than an ownership interest, in real property. The term includes a mortgage and any other lien on real property.
"Equipment."
Goods other than inventory, farm products or consumer goods.
"Farm products."
Goods, other than standing timber, with respect to which the debtor is engaged in a farming operation and which are any of the following:
(1) Crops grown, growing or to be grown, including:
(i) crops produced on trees, vines and bushes; and
(ii) aquatic goods produced in aquacultural operations.
(2) Livestock, born or unborn, including aquatic goods produced in aquacultural operations.
(3) Supplies used or produced in a farming operation.
(4) Products of crops or livestock in their unmanufactured states.
"Farming operation."
Raising, cultivating, propagating, fattening or grazing or any other farming, livestock or aquacultural operation.
"File number."
The number assigned to an initial financing statement pursuant to section 9519(a) (relating to filing office duties).
"Filing office."
An office designated in section 9501 (relating to filing office) as the place to file a financing statement.
"Filing-office rule."
A rule adopted pursuant to section 9526 (relating to filing-office rules).
"Financing statement."
A record or records composed of an initial financing statement and any filed record relating to the initial financing statement.
"Fixture filing."
The filing of a financing statement:
(1) covering goods which are, or are to become, fixtures; and
(2) satisfying section 9502(a) (relating to sufficiency of financing statement) and (b) (relating to real-property-related financing statements).
The term includes the filing of a financing statement covering goods of a transmitting utility which are, or are to become, fixtures.
"Fixtures."
Goods which have become so related to particular real property that an interest in them arises under real property law.
"General intangible."
Any personal property, including things in action, other than accounts, chattel paper, commercial tort claims, deposit accounts, documents, goods, instruments, investment property, letter-of-credit rights, letters of credit, money and oil, gas or other minerals before extraction. The term includes payment intangibles and software.
"Good faith."
(Deleted by amendment).
"Goods."
All things which are movable when a security interest attaches.
(1) The term includes all of the following:
(i) Fixtures.
(ii) Standing timber which is to be cut and removed under a conveyance or contract for sale.
(iii) The unborn young of animals.
(iv) Crops grown, growing or to be grown, even if the crops are produced on trees, vines or bushes.
(v) Manufactured homes.
(vi) A computer program embedded in goods and any supporting information provided in connection with a transaction relating to the program if:
(A) the program is associated with the goods in such a manner that it customarily is considered part of the goods; or
(B) by becoming the owner of the goods, a person acquires a right to use the program in connection with the goods.
The term does not include a computer program embedded in goods which consist solely of the medium in which the program is embedded.
(2) The term does not include accounts, chattel paper, commercial tort claims, deposit accounts, documents, general intangibles, instruments, investment property, letter-of-credit rights, letters of credit, money or oil, gas or other minerals before extraction.
"Governmental unit."
A subdivision, agency, department, county, parish, municipality or other unit of the government of the United States, a state or a foreign country. The term includes an organization having a separate corporate existence if the organization is eligible to issue debt on which interest is exempt from income taxation under the laws of the United States.
"Health-care-insurance receivable."
An interest in or claim under a policy of insurance which is a right to payment of a monetary obligation for health-care goods or services provided or to be provided.
"Instrument."
A negotiable instrument or any other writing which evidences a right to the payment of a monetary obligation, is not itself a security agreement or lease and is of a type which in ordinary course of business is transferred by delivery with any necessary indorsement or assignment. The term does not include:
(1) investment property;
(2) letters of credit; or
(3) writings which evidence a right to payment arising out of the use of a credit or charge card or information contained on or for use with the card.
"Inventory."
Goods, other than farm products, which:
(1) are leased by a person as lessor;
(2) are held by a person for sale or lease or to be furnished under a contract of service;
(3) are furnished by a person under a contract of service; or
(4) consist of raw materials, work in process or materials used or consumed in a business.
"Investment property."
A security whether certificated or uncertificated, security entitlement, securities account, commodity contract or commodity account.
"Jurisdiction of organization."
With respect to a registered organization, the jurisdiction under whose law the organization is formed or organized.
"Letter-of-credit right."
A right to payment or performance under a letter of credit, whether or not the beneficiary has demanded or is at the time entitled to demand payment or performance. The term does not include the right of a beneficiary to demand payment or performance under a letter of credit.
"Lien creditor."
Any of the following:
(1) A creditor that has acquired a lien on the property involved by attachment, levy or the like.
(2) An assignee for benefit of creditors from the time of assignment.
(3) A trustee in bankruptcy from the date of the filing of the petition.
(4) A receiver in equity from the time of appointment.
"Manufactured home."
A structure, transportable in one or more sections, which, in the traveling mode, is eight body feet or more in width or 40 body feet or more in length, or, when erected on site, is 320 or more square feet, and which is built on a permanent chassis and designed to be used as a dwelling with or without a permanent foundation when connected to the required utilities, and includes the plumbing, heating, air-conditioning, and electrical systems contained therein. The term includes any structure that meets all of the requirements of this paragraph except the size requirements and with respect to which the manufacturer voluntarily files a certification required by the United States Secretary of Housing and Urban Development and complies with the standards established under 42 U.S.C. (relating to public health and welfare).
"Manufactured-home transaction."
A secured transaction:
(1) which creates a purchase-money security interest in a manufactured home, other than a manufactured home held as inventory; or
(2) in which a manufactured home, other than a manufactured home held as inventory, is the primary collateral.
"Mortgage."
A consensual interest in real property, including fixtures, which secures payment or performance of an obligation.
"New debtor."
A person that becomes bound as debtor under section 9203(d) (relating to when person becomes bound by another person's security agreement) by a security agreement previously entered into by another person.
"New value."
Any of the following:
(1) Money.
(2) Money's worth in property, services or new credit.
(3) Release by a transferee of an interest in property previously transferred to the transferee.
The term does not include an obligation substituted for another obligation.
"Noncash proceeds."
Proceeds other than cash proceeds.
"Obligor."
A person that, with respect to an obligation secured by a security interest in or an agricultural lien on the collateral:
(1) owes payment or other performance of the obligation;
(2) has provided property other than the collateral to secure payment or other performance of the obligation; or
(3) is otherwise accountable in whole or in part for payment or other performance of the obligation.
The term does not include any issuer or nominated person under a letter of credit.
"Original debtor."
Except as used in section 9310(c) (relating to assignment of perfected security interest), a person that, as debtor, entered into a security agreement to which a new debtor has become bound under section 9203(d) (relating to when person becomes bound by another person's security agreement).
"Payment intangible."
A general intangible under which the account debtor's principal obligation is a monetary obligation.
"Person related to."
One of the following:
(1) With respect to an individual:
(i) the spouse of the individual;
(ii) a brother, brother-in-law, sister or sister-in-law of the individual;
(iii) an ancestor or lineal descendant of the individual or the individual's spouse; or
(iv) any other relative, by blood or marriage, of the individual or the individual's spouse, who shares the same home with the individual.
(2) With respect to an organization:
(i) a person directly or indirectly controlling, controlled by or under common control with the organization;
(ii) an officer or director of or a person performing similar functions with respect to the organization;
(iii) an officer or director of or a person performing similar functions with respect to a person described in subparagraph (i);
(iv) the spouse of an individual described in subparagraph (i), (ii) or (iii); or
(v) an individual related by blood or marriage to an individual described in subparagraph (i), (ii), (iii) or (iv) who shares the same home with the individual.
"Proceeds."
Except as used in section 9609(b) (relating to secured party's right to take possession after default), the following property:
(1) Whatever is acquired upon the sale, lease, license, exchange or other disposition of collateral.
(2) Whatever is collected on or distributed on account of collateral.
(3) Rights arising out of collateral.
(4) To the extent of the value of collateral, claims arising out of:
(i) loss of the collateral;
(ii) nonconformity of the collateral;
(iii) interference with the use of the collateral;
(iv) defects in the collateral;
(v) infringement of rights in the collateral; or
(vi) damage to the collateral.
(5) To the extent of the value of collateral and to the extent payable to the debtor or the secured party, insurance payable by reason of:
(i) loss of the collateral;
(ii) nonconformity of the collateral;
(iii) defects in the collateral;
(iv) infringement of rights in the collateral; or
(v) damage to the collateral.
"Promissory note."
An instrument which:
(1) evidences a promise to pay a monetary obligation;
(2) does not evidence an order to pay; and
(3) does not contain an acknowledgment by a bank that the bank has received for deposit a sum of money or funds.
"Proposal."
A record authenticated by a secured party which includes the terms on which the secured party is willing to accept collateral in full or partial satisfaction of the obligation it secures under sections 9620 (relating to acceptance of collateral in full or partial satisfaction of obligation; compulsory disposition of collateral), 9621 (relating to notification of proposal to accept collateral) and 9622 (relating to effect of acceptance of collateral).
"Public organic record."
A record that is available to the public for inspection and is:
(1) a record consisting of the record initially filed with or issued by a state or the United States to form or organize an organization and any record filed with or issued by the state or the United States which amends or restates the initial record;
(2) an organic record of a business trust consisting of the record initially filed with a state and any record filed with the state which amends or restates the initial record, if a statute of the state governing business trusts requires that the record be filed with the state; or
(3) a record consisting of legislation enacted by the legislature of a state or the Congress of the United States which forms or organizes an organization, any record amending the legislation and any record filed with or issued by the state or the United States which amends or restates the name of the organization.
"Public-finance transaction."
A secured transaction in connection with which all of the following apply:
(1) Debt securities are issued.
(2) All or a portion of the securities issued have an initial stated maturity of at least 20 years.
(3) Any of the following is a state or a governmental unit of a state:
(i) The debtor.
(ii) The obligor.
(iii) The secured party.
(iv) The account debtor or other person obligated on collateral.
(v) The assignor or assignee of a secured obligation.
(vi) The assignor or assignee of a security interest.
"Pursuant to commitment."
With respect to an advance made or other value given by a secured party, pursuant to the secured party's obligation, whether or not a subsequent event of default or other event not within the secured party's control has relieved or may relieve the secured party from its obligation.
"Record."
Except as used in "for record," "of record," "record or legal title" or "record owner," either of the following:
(1) Information which is inscribed on a tangible medium.
(2) Information which is:
(i) stored in an electronic or other medium; and
(ii) retrievable in perceivable form.
"Registered organization."
An organization formed or organized solely under the law of a single state or the United States by the filing of a public organic record, with the issuance of a public organic record by or the enactment of legislation by the state or the United States. The term includes a business trust that is formed or organized under the law of a single state if a statute of the state governing business trusts requires that a business trust's organic record be filed with the state.
"Secondary obligor."
An obligor to the extent that:
(1) the obligor's obligation is secondary; or
(2) the obligor has a right of recourse with respect to an obligation secured by collateral against the debtor or another obligor or property of either.
"Secured party."
Any of the following:
(1) A person in whose favor a security interest is created or provided for under a security agreement, whether or not any obligation to be secured is outstanding.
(2) A person that holds an agricultural lien.
(3) A consignor.
(4) A person to whom or which accounts, chattel paper, payment intangibles or promissory notes have been sold.
(5) A trustee, indenture trustee, agent, collateral agent or other representative in whose favor a security interest or agricultural lien is created or provided for.
(6) A person that holds a security interest arising under section 2401 (relating to passing of title; reservation for security; limited application of section), 2505 (relating to shipment by seller under reservation), 2711(c) (relating to security interest of buyer in rejected goods), 2A508(e) (relating to security interest in goods in lessee's possession), 4210 (relating to security interest of collecting bank in items, accompanying documents and proceeds) or 5118 (relating to security interest of issuer or nominated person).
"Security agreement."
An agreement which creates or provides for a security interest.
"Send."
In connection with a record or notification:
(1) to deposit in the mail, deliver for transmission or transmit by any other usual means of communication, with postage or cost of transmission provided for, addressed to any address reasonable under the circumstances; or
(2) to cause the record or notification to be received within the time which it would have been received if properly sent under paragraph (1).
"Software."
A computer program and any supporting information provided in connection with a transaction relating to the program. The term does not include a computer program which is included in the definition of goods.
"State."
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.
"Supporting obligation."
A letter-of-credit right or secondary obligation which supports the payment or performance of an account, chattel paper, a document, a general intangible, an instrument or investment property.
"Tangible chattel paper."
Chattel paper evidenced by a record or records consisting of information which is inscribed on a tangible medium.
"Termination statement."
An amendment of a financing statement which:
(1) identifies, by its file number, the initial financing statement to which it relates; and
(2) indicates either that it is a termination statement or that the identified financing statement is no longer effective.
"Transmitting utility."
A person primarily engaged in the business of:
(1) operating a railroad, subway, street railway or trolley bus;
(2) transmitting communications electrically, electromagnetically or by light;
(3) transmitting goods by pipeline or sewer; or
(4) transmitting or producing and transmitting electricity, steam, gas or water.
(b) Definitions in other divisions.--
The following definitions in other divisions apply to this division:
"Applicant."
Section 5102.
"Beneficiary."
Section 5102.
"Broker."
Section 8102.
"Certificated security."
Section 8102.
"Check."
Section 3104.
"Clearing corporation."
Section 8102.
"Contract for sale."
Section 2106.
"Control."
With respect to a document of title, section 7106.
"Customer."
Section 4104.
"Entitlement holder."
Section 8102.
"Financial asset."
Section 8102.
"Holder in due course."
Section 3302.
"Issuer."
With respect to a letter of credit or letter-of-credit right, section 5102.
"Issuer."
With respect to a document of title, section 7102.
"Issuer."
With respect to a security, section 8201.
"Lease."
Section 2A103.
"Lease agreement."
Section 2A103.
"Lease contract."
Section 2A103.
"Leasehold interest."
Section 2A103.
"Lessee."
Section 2A103.
"Lessee in ordinary course of business."
Section 2A103.
"Lessor."
Section 2A103.
"Lessor's residual interest."
Section 2A103.
"Letter of credit."
Section 5102.
"Merchant."
Section 2104.
"Negotiable instrument."
Section 3104.
"Nominated person."
Section 5102.
"Note."
Section 3104.
"Proceeds of a letter of credit."
Section 5114.
"Prove."
Section 3103.
"Sale."
Section 2106.
"Securities account."
Section 8501.
"Securities intermediary."
Section 8102.
"Security."
Section 8102.
"Security certificate."
Section 8102.
"Security entitlement."
Section 8102.
"Uncertificated security."
Section 8102.
(c) Division 1 definitions and principles.--
Division 1 (relating to general provisions) contains general definitions and principles of construction and interpretation applicable throughout this division.
(Apr. 16, 2008, P.L.57, No.13, eff. 60 days; June 27, 2013, P.L.154, No.30, eff. July 1, 2013)
2013
Amendment
.
Act 30 amended the defs. of "authenticate," "certificate of title," "jurisdiction of organization" and "registered organization" and added the def. of "public organic record" in subsec. (a).
2008 Amendment.
Act 13 amended the defs. of "agricultural lien," "document" and "health-care-insurance receivable" and deleted the def. of "good faith" in subsec. (a) and added the defs. of "control" and "issuer" in subsec. (b).
Cross References.
Section 9102 is referred to in sections 2103, 2A103, 8103 of this title; section 2812 of Title 66 (Public Utilities).