554.1201 General definitions. 1. Unless the context otherwise requires, words or phrases defined in this section, or in the additional definitions contained in other Articles of this chapter that apply to particularArticles or parts thereof, have the meanings stated. 2. Subject to definitions contained in other Articles of this chapter that apply to particular Articles or parts thereof: a. 'Action' in the sense of a judicial proceeding, includes recoupment, counterclaim, setoff, suit in equity, and any other proceedings in which rights are determined. b. 'Aggrieved party' means a party entitled to pursue a remedy.c. '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 ofperformance, course of dealing, or usage of trade as provided in section 554.1303. d. 'Bank' means a person engaged in the business of banking and includes a savings bank, savings and loan association, credit union, and trust company. e. '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 credit union, and trust company. e. '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, orcertificated security that is payable to bearer or indorsed in blank. f. '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 forwardinggoods. The term does not include a warehouse receipt. g. 'Branch' includes a separately incorporated foreign branch of a bank.h. '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. i. '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 inthe ordinary course from a person, other than a pawnbroker, in the business of selling goodsof that kind. A person buys goods in the ordinary course if the sale to the person comportswith the usual or customary practices in the kind of business in which the seller is usiness of selling goodsof that kind. A person buys goods in the ordinary course if the sale to the person comportswith the usual or customary practices in the kind of business in which the seller is engagedor with the seller’s own usual or customary practices. A person that sells oil, gas, or otherminerals 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 onsecured or unsecured credit, and may acquire goods or documents of title under a preexistingcontract for sale. Only a buyer that takes possession of the goods or has a right to recover thegoods from the seller under Article 2 may be a buyer in ordinary course of business. 'Buyerin ordinary course of business' does not include a person that acquires goods in a transfer inbulk or as security for or in total or partial satisfaction of a money debt. j. '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 termis 'conspicuous' or not is a decision for the court. 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 termis 'conspicuous' or not is a decision for the court. Conspicuous terms include the following: (1) a heading in capitals equal to or greater in size than the surrounding text, or in contrasting type, font, or color to the surrounding text of the same or lesser size; and (2) language in the body of a record or display in larger type than the surrounding text, or in contrasting type, font, or color to the surrounding text of the same size, or set offfrom surrounding text of the same size by symbols or other marks that call attention to thelanguage. k. 'Consumer' means an individual who enters into a transaction primarily for personal, family, or household purposes. l. 'Contract', as distinguished from 'agreement', means the total legal obligation that results from the parties’ agreement as determined by this chapter as supplemented by anyother applicable laws. m. '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 her applicable laws. m. '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 inbankruptcy, a receiver in equity, and an executor or administrator of an insolvent debtor’sor assignor’s estate. n. 'Defendant' includes a person in the position of defendant in a counterclaim, cross-claim, or third-party claim. Sat Dec 23 01:49:11 2023 Iowa Code 2024, Section 554.1201 (33, 0) §554.1201, UNIFORM COMMERCIAL CODE 2 o. '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. p. 'Document of title' means a record that in the regular course of business or financing is treated as adequately evidencing that the person in possession or control of the record isentitled to receive, control, hold, and dispose of the record and the goods the record coversand that purports to be issued by or addressed to a bailee and to cover goods in the bailee’spossession which are either identified or are fungible portions of an ecord and the goods the record coversand that purports to be issued by or addressed to a bailee and to cover goods in the bailee’spossession which are either identified or are fungible portions of an identified mass. The termincludes 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 titleevidenced by a record consisting of information stored in an electronic medium. A 'tangibledocument of title' means a document of title evidenced by a record consisting of informationthat is inscribed on a tangible medium. q. 'Electronic' means relating to technology having electrical, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities. r. 'Fault' means a default, breach, or wrongful act or omission. s. 'Fungible goods' means:(1) goods of which any unit, by nature or usage of trade, is the equivalent of any other like unit; or (2) goods that by agreement are treated as equivalent.t. 'Genuine' means free of forgery or counterfeiting.u. 'Good faith', except as otherwise provided in Article 5, means honesty in fact and the observance of reasonable ement are treated as equivalent.t. 'Genuine' means free of forgery or counterfeiting.u. 'Good faith', except as otherwise provided in Article 5, means honesty in fact and the observance of reasonable commercial standards of fair dealing. v. 'Holder' means: (1) 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; (2) 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 (3) the person in control of a negotiable electronic document of title.w. 'Insolvency proceeding' includes any assignment for the benefit of creditors or other proceeding intended to liquidate or rehabilitate the estate of the person involved. x. 'Insolvent' means:(1) having generally ceased to pay debts in the ordinary course of business other than as a result of a bona fide dispute; (2) being unable to pay debts as they become due; or(3) being insolvent within the meaning of federal bankruptcy law.y. 'Money' means a medium of exchange that: (1) is currently authorized or adopted by a domestic or foreign government, become due; or(3) being insolvent within the meaning of federal bankruptcy law.y. 'Money' means a medium of exchange that: (1) is currently authorized or adopted by a domestic or foreign government, by an intergovernmental organization, or pursuant to an agreement between two or moregovernments; and (2) was initially issued, created, or distributed by a domestic or foreign government, by an intergovernmental organization, or pursuant to an agreement between two or moregovernments. z. 'Organization' means a person other than an individual.aa. 'Party', as distinguished from 'third party', means a person that has engaged in a transaction or made an agreement subject to this chapter. ab. '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. ac. '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 theparties if that rate is not manifestly unreasonable at 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 theparties 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 accountthe facts and circumstances at the time the transaction is entered into. ad. 'Purchase' means taking by sale, lease, discount, negotiation, mortgage, pledge, lien, Sat Dec 23 01:49:11 2023 Iowa Code 2024, Section 554.1201 (33, 0) security interest, issue or reissue, gift, or any other voluntary transaction creating an interestin property. ae. 'Purchaser' means a person who takes by purchase.af. '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. ag. 'Remedy' means any remedial right to which an aggrieved party is entitled with or without resort to a tribunal. ah. '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. ai. tribunal. ah. '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. ai. 'Right' includes remedy.aj. 'Security interest' means an interest in personal property or fixtures which secures payment or performance of an obligation. 'Security interest' includes any interest of aconsignor and a buyer of accounts, chattel paper, a payment intangible, or a promissory notein a transaction that is subject to Article 9. 'Security interest' does not include the specialproperty interest of a buyer of goods on identification of those goods to a contract for saleunder section 554.2401, but a buyer may also acquire a 'security interest' by complying withArticle 9. Except as otherwise provided in section 554.2505, the right of a seller or lessor ofgoods under Article 2 or 13 to retain or acquire possession of the goods is not a 'securityinterest', but a seller or lessor may also acquire a 'security interest' by complying withArticle 9. The retention or reservation of title by a seller of goods notwithstanding shipmentor delivery to the buyer under section 554.2401 is ay also acquire a 'security interest' by complying withArticle 9. The retention or reservation of title by a seller of goods notwithstanding shipmentor delivery to the buyer under section 554.2401 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 554.1203. ak. 'Send' in connection with a writing, record, or notice means:(1) 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 addressedand, in the case of an instrument, to an address specified thereon or otherwise agreed, or ifthere be none to any address reasonable under the circumstances; or (2) in any other way to cause to be received any record or notice within the time it would have arrived if properly sent. al. 'Signed' includes using any symbol executed or adopted with present intention to adopt or accept a writing. am. '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 jurisdictionof writing. am. '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 jurisdictionof the United States. an. 'Surety' includes a guarantor or other secondary obligor.ao. 'Term' means that portion of an agreement that relates to a particular matter. ap. 'Unauthorized signature' means a signature made without actual, implied, or apparent authority. The term includes a forgery. aq. 'Warehouse receipt' means a document of title issued by a person engaged in the business of storing goods for hire. ar. 'Writing' includes printing, typewriting, or any other intentional reduction to tangible form. 'Written' has a corresponding meaning. [S13, §1889-a, 3060-a6, -a25, -a27, -a56, -a191, 3138-a1, -a58, -b, -b52; C24, 27, 31, 35, 39, §8245, 8297, 9266, 9466, 9485 – 9487, 9516, 9652, 9661, 9718, 9932, 9934, 9935, 10000,10005; C46, 50, 54, 58, 62, §487.1, 487.54, 528.61, 541.6, 541.25 – 541.27, 541.56, 541.192,542.1, 542.58, 554.3, 554.6, 554.7, 554.72, 554.77; C50, 54, 58, 62, §493A.22; C58, 62, §539.12;C66, 71, 73, 75, 77, 79, 81, §554.1201] 89 Acts, ch 113, §54; 94 Acts, ch 1052, 541.27, 541.56, 541.192,542.1, 542.58, 554.3, 554.6, 554.7, 554.72, 554.77; C50, 54, 58, 62, §493A.22; C58, 62, §539.12;C66, 71, 73, 75, 77, 79, 81, §554.1201] 89 Acts, ch 113, §54; 94 Acts, ch 1052, §3; 94 Acts, ch 1167, §6, 122; 2000 Acts, ch 1149, §138, 139, 187; 2007 Acts, ch 30, §45 – 47; 2007 Acts, ch 41, §11, 43, 44; 2007 Acts, ch 215,§262; 2013 Acts, ch 30, §261; 2014 Acts, ch 1026, §118; 2018 Acts, ch 1041, §108, 109; 2022Acts, ch 1117, §10, 11 Referred to in §123A.2, 537.3603, 554.3103, 554.9102, 554.12105, 554.13103, 554D.118, 554E.1 Sat Dec 23 01:49:11 2023 Iowa Code 2024, Section 554.1201 (33, 0)
Iowa Legal Code