Title 11, Chapter 2A, Section 103
( 11-2A-103)
Definitions and index of definitions. (1) In this article unless the context otherwise requires: (a) "Buyer in ordinary course of business" means a person who in
good faith and without knowledge that the sale to him is in
violation of the ownership rights or security interest or
leasehold interest of a third party in the goods buys in ordinary
course from a person in the business of selling goods of that kind
but does not include a pawnbroker. "Buying" may be for cash or by
exchange of other property or on secured or unsecured credit and
includes receiving goods or documents of title under a
pre-existing contract for sale but does not include a transfer in
bulk or as security for or in total or partial satisfaction of a
money debt. (b) "Cancellation" occurs when either party puts an end to the
lease contract for default by the other party. (c) "Commercial unit" means such a unit of goods as by commercial
usage is a single whole for purposes of lease and division of
which materially impairs its character or value on the market or
in use. A commercial unit may be a single article, as a machine,
or a set of articles, as a suite of furniture or a line of
machinery, or a quantity, as a gross or carload, or any other unit
treated in use or in the relevant market as a single whole. (d) "Conforming" goods or performance under a lease contract means
goods or performance that are in accordance with the obligations
under the lease contract. (e) "Consumer lease" means a lease that a lessor regularly engaged
in the business of leasing or selling makes to a lessee who is an
individual and who takes under the lease primarily for a personal,
family, or household purpose. (f) "Fault" means wrongful act, omission, breach, or default. (g) "Finance lease" means a lease with respect to which: (i) The lessor does not select, manufacture, or supply the
goods; (ii) The lessor acquires the goods or the right to possession
and use of the goods in connection with the lease; and (iii) One of the following occurs: (A) The lessee receives a copy of the contract by which the
lessor acquired the goods or the right to possession and use
of the goods before signing the lease contract; (B) The lessee's approval of the contract by which the lessor
acquired the goods or the right to possession and use of the
goods is a condition to effectiveness of the lease contract; (C) The lessee, before signing the lease contract, receives an
accurate and complete statement designating the promises and
warranties, and any disclaimers of warranties, limitations or
modifications of remedies, or liquidated damages, including
those of a third party, such as the manufacturer of the goods,
provided to the lessor by the person supplying the goods in
connection with or as part of the contract by which the lessor
acquired the goods or the right to possession and use of the
goods; or (D) If the lease is not a consumer lease, the lessor, before
the lessee signs the lease contract, informs the lessee in
writing (a) of the identity of the person supplying the goods
to the lessor, unless the lessee has selected that person and
directed the lessor to acquire the goods or the right to
possession and use of the goods from that person, (b) that the
lessee is entitled under this article to the promises and
warranties, including those of any third party, provided to
the lessor by the person supplying the goods in connection
with or as part of the contract by which the lessor acquired
the goods or the right to possession and use of the goods, and
(c) that the lessee may communicate with the person supplying
the goods to the lessor and receive an accurate and complete
statement of those promises and warranties, including any
disclaimers and limitations of them or of remedies. (h) "Goods" means all things that are movable at the time of identification to the lease contract, or are fixtures (Code Section 11-2A-309), but the term does not include money, documents, instruments, accounts, chattel paper, general intangibles, or minerals or the like, including oil and gas, before extraction. The term also includes the unborn young of animals. (i) "Installment lease contract" means a lease contract that
authorizes or requires the delivery of goods in separate lots to
be separately accepted, even though the lease contract contains a
clause "each delivery is a separate lease" or its equivalent. (j) "Lease" means a transfer of the right to possession and use of
goods for a term in return for consideration, but a sale,
including a sale on approval or a sale or return, or retention or
creation of a security interest is not a lease. Unless the
context clearly indicates otherwise, the term includes a sublease. (k) "Lease agreement" means the bargain, with respect to the
lease, of the lessor and the lessee in fact as found in their
language or by implication from other circumstances including
course of dealing or usage of trade or course of performance as
provided in this article. Unless the context clearly indicates
otherwise, the term includes a sublease agreement. (l) "Lease contract" means the total legal obligation that results
from the lease agreement as affected by this article and any other
applicable rules of law. Unless the context clearly indicates
otherwise, the term includes a sublease contract. (m) "Leasehold interest" means the interest of the lessor or the
lessee under a lease contract. (n) "Lessee" means a person who acquires the right to possession
and use of goods under a lease. Unless the context clearly
indicates otherwise, the term includes a sublessee.
(o) "Lessee in ordinary course of business" means a person who in
good faith and without knowledge that the lease to him is in
violation of the ownership rights or security interest or
leasehold interest of a third party in the goods leases in
ordinary course from a person in the business of selling or
leasing goods of that kind but does not include a pawnbroker.
"Leasing" may be for cash or by exchange of other property or on
secured or unsecured credit and includes receiving goods or
documents of title under a pre-existing lease contract but does
not include a transfer in bulk or as security for or in total or
partial satisfaction of a money debt. (p) "Lessor" means a person who transfers the right to possession
and use of goods under a lease. Unless the context clearly
indicates otherwise, the term includes a sublessor. (q) "Lessor's residual interest" means the lessor's interest in
the goods after expiration, termination, or cancellation of the
lease contract. (r) "Lien" means a charge against or interest in goods to secure
payment of a debt or performance of an obligation, but the term
does not include a security interest. (s) "Lot" means a parcel or a single article that is the subject
matter of a separate lease or delivery, whether or not it is
sufficient to perform the lease contract. (t) "Merchant lessee" means a lessee that is a merchant with
respect to goods of the kind subject to the lease. (u) "Present value" means the amount as of a date certain of one
or more sums payable in the future, discounted to the date
certain. The discount is determined by the interest rate
specified by the parties if the rate was not manifestly
unreasonable at the time the transaction was entered into;
otherwise, the discount is determined by a commercially reasonable
rate that takes into account the facts and circumstances of each
case at the time the transaction was entered into. (v) "Purchase" includes taking by sale, lease, mortgage, security
interest, pledge, gift, or any other voluntary transaction
creating an interest in goods. (w) "Sublease" means a lease of goods the right to possession and
use of which was acquired by the lessor as a lessee under an
existing lease. (x) "Supplier" means a person from whom a lessor buys or leases
goods to be leased under a finance lease. (y) "Supply contract" means a contract under which a lessor buys
or leases goods to be leased. (z) "Termination" occurs when either party pursuant to a power
created by agreement or law puts an end to the lease contract
otherwise than for default. (2) Other definitions applying to this article and the sections in which they appear are: "Accessions." Code Section 11-2A-310(1). "Construction mortgage." Code Section 11-2A-309(1)(d). "Encumbrance." Code Section 11-2A-309(1)(e). "Fixtures." Code Section 11-2A-309(1)(a). "Fixture filing." Code Section 11-2A-309(1)(b). "Purchase money lease." Code Section 11-2A-309(1)(c). (3) The following definitions in other articles of this title apply
to this article: "Account." Code Section 11-9-102(a). "Between merchants." Code Section 11-2-104(3). "Buyer." Code Section 11-2-103(1)(a). "Chattel paper." Code Section 11-9-102(a). "Consumer goods." Code Section 11-9-102(a). "Document." Code Section 11-9-102(a). "Entrusting." Code Section 11-2-403(3). "General intangible." Code Section 11-9-102(a). "Good faith." Code Section 11-2-103(1)(b). "Instrument." Code Section 11-9-102(a). "Merchant." Code Section 11-2-104(1). "Mortgage." Code Section 11-9-102(a). "Pursuant to commitment." Code Section 11-9-102(a). "Receipt." Code Section 11-2-103(1)(c). "Sale." Code Section 11-2-106(1). "Sale on approval." Code Section 11-2-326. "Sale or return." Code Section 11-2-326. "Seller." Code Section 11-2-103(1)(d). (4) In addition, Article 1 of this title contains general
definitions and principles of construction and interpretation
applicable throughout this article. |