{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/8.1A-201.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/8.1A-201.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/8.1A-201.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/8.1A-201.html"}],"law_id":78062,"edition_id":1,"section_id":78062,"structure_id":16315,"section_number":"8.1A-201","catch_line":"General definitions","history":"Code 1950, \u00a7\u00a7 6-408, 6-544, 6-550; 1964, c. 219, \u00a7 8.1-201; 1973, c. 509; 1984, c. 613; 1991, c. 536; 1992, c. 693; 2000, c. 1007; 2003, c. 353; 2004, c. 200; 2024, c. 652.","full_text":"a\n\nUnless the context otherwise requires, words or phrases defined in this section, or in the additional definitions contained in other titles of the Uniform Commercial Code that apply to particular titles or parts thereof, have the meanings stated.b\n\nSubject to definitions contained in other titles of the Uniform Commercial Code that apply to particular titles or parts thereof:1\n\n“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\n\n“Aggrieved party” means a party entitled to pursue a remedy.3\n\n“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 § 8.1A-303.4\n\n“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\n\n“Bearer” means a person in control of a negotiable electronic document or a person in possession of a negotiable instrument, negotiable tangible document of title, or certificated security that is payable to bearer or endorsed in blank.6\n\n“Bill of lading” means a document 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\n\n“Branch” includes a separately incorporated foreign branch of a bank.8\n\n“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\n\n“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 Title 8.2 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\n\n“Conspicuous,” with reference to a term, means so written, displayed, or presented that, based on the totality of the circumstances, a reasonable person against whom it is to operate ought to have noticed it. Whether a term is “conspicuous” or not is a decision for the court.11\n\n“Consumer” means an individual who enters into a transaction primarily for personal, family, or household purposes.12\n\n“Contract,” as distinguished from “agreement,” means the total legal obligation that results from the parties’ agreement as determined by the Uniform Commercial Code as supplemented by any other applicable laws.13\n\n“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\n\n“Defendant” includes a person in the position of defendant in a counterclaim, cross-claim, or third-party claim.15\n\n“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 an authoritative tangible copy of a record evidencing chattel paper, means voluntary transfer of possession.16\n\n“Document of title” means a record (i) 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 it covers and (ii) that purports to be issued by or addressed to a bailee and to cover goods in the bailee’s possession that 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.16A\n\n“Electronic” means relating to technology having electrical, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities.17\n\n“Fault” means a default, breach, or wrongful act or omission.18\n\n“Fungible goods” means:A\n\ngoods of which any unit, by nature or usage of trade, is the equivalent of any other like unit; orB\n\ngoods that by agreement are treated as equivalent.19\n\n“Genuine” means free of forgery or counterfeiting.20\n\n“Good faith” means honesty in fact in the conduct or transaction concerned.21\n\n“Holder” means:A\n\nthe person in possession of a negotiable instrument that is payable either to bearer or to an identified person that is the person in possession;B\n\nthe 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; orC\n\nthe person in control, other than pursuant to \u00a7 8.7-106 (g), of a negotiable electronic document of title.22\n\n“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\n\n“Insolvent” means:A\n\nhaving generally ceased to pay debts in the ordinary course of business other than as a result of bona fide dispute;B\n\nbeing unable to pay debts as they become due; orC\n\nbeing insolvent within the meaning of federal bankruptcy law.24\n\n“Money” means a medium of exchange that is 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. The term does not include an electronic record that is a medium of exchange recorded and transferable in a system that existed and operated for the medium of exchange before the medium of exchange was authorized or adopted by the government.25\n\n“Organization” means a person other than an individual.26\n\n“Party,” as distinguished from “third party,” means a person that has engaged in a transaction or made an agreement subject to the Uniform Commercial Code.27\n\n“Person” means an individual, corporation, business trust, estate, trust, partnership, limited liability company, association, joint venture, government, governmental subdivision, agency, or instrumentality, or any other legal or commercial entity. The term includes a protected series, however denominated, of an entity if the protected series is established under law other than the Commercial Code, Title 8.1A through Title 8.13, that limits, or limits if conditions specified under the law are satisfied, the ability of a creditor of the entity or of any other protected series of the entity to satisfy a claim from assets of the protected series.28\n\n“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\n\n“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\n\n“Purchaser” means a person that takes by purchase.31\n\n“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\n\n“Remedy” means any remedial right to which an aggrieved party is entitled with or without resort to a tribunal.33\n\n“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\n\n“Right” includes remedy.35\n\n“Security interest” means an interest in personal property or fixtures that 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 Title 8.9A. “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 § 8.2-401, but a buyer may also acquire a “security interest” by complying with Title 8.9A. Except as otherwise provided in § 8.2-505, the right of a seller or lessor of goods under Title 8.2 or Title 8.2A 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 Title 8.9A. The retention or reservation of title by a seller of goods notwithstanding shipment or delivery to the buyer under § 8.2-401 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 § 8.1A-203.36\n\n“Send” in connection with a record or notification means:A\n\nto 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; orB\n\nto cause the record or notification to be received within the time it would have been received if properly sent under subparagraph (A).37\n\n“Sign” means, with present intent to authenticate or adopt a record:A\n\nexecute or adopt a tangible symbol; orB\n\nattach to or logically associate with the record an electronic symbol, sound, or process.\n\t\t\t“Signed,” “signing,” and “signature” have corresponding meanings.38\n\n“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\n\n“Surety” includes a guarantor or other secondary obligor.40\n\n“Term” means a portion of an agreement that relates to a particular matter.41\n\n“Unauthorized signature” means a signature made without actual, implied, or apparent authority. The term includes a forgery.42\n\n“Warehouse receipt” means a document of title issued by a person engaged in the business of storing goods for hire.43\n\n“Writing” includes printing, typewriting, or any other intentional reduction to tangible form. “Written” has a corresponding meaning.","order_by":null,"text":{"0":{"id":279865,"text":"Unless the context otherwise requires, words or phrases defined in this section, or in the additional definitions contained in other titles of the Uniform Commercial Code that apply to particular titles or parts thereof, have the meanings stated.","type":"section","prefixes":["a"],"prefix":"a","entire_prefix":"a","prefix_anchor":"a","level":1,"next_prefix":"b"},"1":{"id":279866,"text":"Subject to definitions contained in other titles of the Uniform Commercial Code that apply to particular titles or parts thereof:","type":"section","prefixes":["b"],"prefix":"b","entire_prefix":"b","prefix_anchor":"b","level":1,"prior_prefix":"a","next_prefix":"b1"},"2":{"id":279867,"text":"“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.","type":"section","prefixes":["b","1"],"prefix":"1","entire_prefix":"b1","prefix_anchor":"b1","level":2,"prior_prefix":"b","next_prefix":"b2"},"3":{"id":279868,"text":"“Aggrieved party” means a party entitled to pursue a remedy.","type":"section","prefixes":["b","2"],"prefix":"2","entire_prefix":"b2","prefix_anchor":"b2","level":2,"prior_prefix":"b1","next_prefix":"b3"},"4":{"id":279869,"text":"“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 § 8.1A-303.","type":"section","prefixes":["b","3"],"prefix":"3","entire_prefix":"b3","prefix_anchor":"b3","level":2,"prior_prefix":"b2","next_prefix":"b4"},"5":{"id":279870,"text":"“Bank” means a person engaged in the business of banking and includes a savings bank, savings and loan association, credit union, and trust company.","type":"section","prefixes":["b","4"],"prefix":"4","entire_prefix":"b4","prefix_anchor":"b4","level":2,"prior_prefix":"b3","next_prefix":"b5"},"6":{"id":279871,"text":"“Bearer” means a person in control of a negotiable electronic document or a person in possession of a negotiable instrument, negotiable tangible document of title, or certificated security that is payable to bearer or endorsed in blank.","type":"section","prefixes":["b","5"],"prefix":"5","entire_prefix":"b5","prefix_anchor":"b5","level":2,"prior_prefix":"b4","next_prefix":"b6"},"7":{"id":279872,"text":"“Bill of lading” means a document 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.","type":"section","prefixes":["b","6"],"prefix":"6","entire_prefix":"b6","prefix_anchor":"b6","level":2,"prior_prefix":"b5","next_prefix":"b7"},"8":{"id":279873,"text":"“Branch” includes a separately incorporated foreign branch of a bank.","type":"section","prefixes":["b","7"],"prefix":"7","entire_prefix":"b7","prefix_anchor":"b7","level":2,"prior_prefix":"b6","next_prefix":"b8"},"9":{"id":279874,"text":"“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.","type":"section","prefixes":["b","8"],"prefix":"8","entire_prefix":"b8","prefix_anchor":"b8","level":2,"prior_prefix":"b7","next_prefix":"b9"},"10":{"id":279875,"text":"“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 Title 8.2 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.","type":"section","prefixes":["b","9"],"prefix":"9","entire_prefix":"b9","prefix_anchor":"b9","level":2,"prior_prefix":"b8","next_prefix":"b10"},"11":{"id":279876,"text":"“Conspicuous,” with reference to a term, means so written, displayed, or presented that, based on the totality of the circumstances, a reasonable person against whom it is to operate ought to have noticed it. Whether a term is “conspicuous” or not is a decision for the court.","type":"section","prefixes":["b","10"],"prefix":"10","entire_prefix":"b10","prefix_anchor":"b10","level":2,"prior_prefix":"b9","next_prefix":"b11"},"12":{"id":279877,"text":"“Consumer” means an individual who enters into a transaction primarily for personal, family, or household purposes.","type":"section","prefixes":["b","11"],"prefix":"11","entire_prefix":"b11","prefix_anchor":"b11","level":2,"prior_prefix":"b10","next_prefix":"b12"},"13":{"id":279878,"text":"“Contract,” as distinguished from “agreement,” means the total legal obligation that results from the parties’ agreement as determined by the Uniform Commercial Code as supplemented by any other applicable laws.","type":"section","prefixes":["b","12"],"prefix":"12","entire_prefix":"b12","prefix_anchor":"b12","level":2,"prior_prefix":"b11","next_prefix":"b13"},"14":{"id":279879,"text":"“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.","type":"section","prefixes":["b","13"],"prefix":"13","entire_prefix":"b13","prefix_anchor":"b13","level":2,"prior_prefix":"b12","next_prefix":"b14"},"15":{"id":279880,"text":"“Defendant” includes a person in the position of defendant in a counterclaim, cross-claim, or third-party claim.","type":"section","prefixes":["b","14"],"prefix":"14","entire_prefix":"b14","prefix_anchor":"b14","level":2,"prior_prefix":"b13","next_prefix":"b15"},"16":{"id":279881,"text":"“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 an authoritative tangible copy of a record evidencing chattel paper, means voluntary transfer of possession.","type":"section","prefixes":["b","15"],"prefix":"15","entire_prefix":"b15","prefix_anchor":"b15","level":2,"prior_prefix":"b14","next_prefix":"b16"},"17":{"id":279882,"text":"“Document of title” means a record (i) 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 it covers and (ii) that purports to be issued by or addressed to a bailee and to cover goods in the bailee’s possession that 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.","type":"section","prefixes":["b","16"],"prefix":"16","entire_prefix":"b16","prefix_anchor":"b16","level":2,"prior_prefix":"b15","next_prefix":"b1616A"},"18":{"id":279883,"text":"“Electronic” means relating to technology having electrical, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities.","type":"section","prefixes":["b","16","16A"],"prefix":"16A","entire_prefix":"b1616A","prefix_anchor":"b1616A","level":3,"prior_prefix":"b16","next_prefix":"b17"},"19":{"id":279884,"text":"“Fault” means a default, breach, or wrongful act or omission.","type":"section","prefixes":["b","17"],"prefix":"17","entire_prefix":"b17","prefix_anchor":"b17","level":2,"prior_prefix":"b1616A","next_prefix":"b18"},"20":{"id":279885,"text":"“Fungible goods” means:","type":"section","prefixes":["b","18"],"prefix":"18","entire_prefix":"b18","prefix_anchor":"b18","level":2,"prior_prefix":"b17","next_prefix":"A"},"21":{"id":279886,"text":"goods of which any unit, by nature or usage of trade, is the equivalent of any other like unit; or","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"prior_prefix":"b18","next_prefix":"B"},"22":{"id":279887,"text":"goods that by agreement are treated as equivalent.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"B19"},"23":{"id":279888,"text":"“Genuine” means free of forgery or counterfeiting.","type":"section","prefixes":["B","19"],"prefix":"19","entire_prefix":"B19","prefix_anchor":"B19","level":2,"prior_prefix":"B","next_prefix":"B20"},"24":{"id":279889,"text":"“Good faith” means honesty in fact in the conduct or transaction concerned.","type":"section","prefixes":["B","20"],"prefix":"20","entire_prefix":"B20","prefix_anchor":"B20","level":2,"prior_prefix":"B19","next_prefix":"B21"},"25":{"id":279890,"text":"“Holder” means:","type":"section","prefixes":["B","21"],"prefix":"21","entire_prefix":"B21","prefix_anchor":"B21","level":2,"prior_prefix":"B20","next_prefix":"A"},"26":{"id":279891,"text":"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;","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"prior_prefix":"B21","next_prefix":"B"},"27":{"id":279892,"text":"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","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"C"},"28":{"id":279893,"text":"the person in control, other than pursuant to \u00a7 8.7-106 (g), of a negotiable electronic document of title.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B","next_prefix":"C22"},"29":{"id":279894,"text":"“Insolvency proceeding” includes an assignment for the benefit of creditors or other proceeding intended to liquidate or rehabilitate the estate of the person involved.","type":"section","prefixes":["C","22"],"prefix":"22","entire_prefix":"C22","prefix_anchor":"C22","level":2,"prior_prefix":"C","next_prefix":"C23"},"30":{"id":279895,"text":"“Insolvent” means:","type":"section","prefixes":["C","23"],"prefix":"23","entire_prefix":"C23","prefix_anchor":"C23","level":2,"prior_prefix":"C22","next_prefix":"A"},"31":{"id":279896,"text":"having generally ceased to pay debts in the ordinary course of business other than as a result of bona fide dispute;","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"prior_prefix":"C23","next_prefix":"B"},"32":{"id":279897,"text":"being unable to pay debts as they become due; or","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"C"},"33":{"id":279898,"text":"being insolvent within the meaning of federal bankruptcy law.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B","next_prefix":"C24"},"34":{"id":279899,"text":"“Money” means a medium of exchange that is 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. The term does not include an electronic record that is a medium of exchange recorded and transferable in a system that existed and operated for the medium of exchange before the medium of exchange was authorized or adopted by the government.","type":"section","prefixes":["C","24"],"prefix":"24","entire_prefix":"C24","prefix_anchor":"C24","level":2,"prior_prefix":"C","next_prefix":"C25"},"35":{"id":279900,"text":"“Organization” means a person other than an individual.","type":"section","prefixes":["C","25"],"prefix":"25","entire_prefix":"C25","prefix_anchor":"C25","level":2,"prior_prefix":"C24","next_prefix":"C26"},"36":{"id":279901,"text":"“Party,” as distinguished from “third party,” means a person that has engaged in a transaction or made an agreement subject to the Uniform Commercial Code.","type":"section","prefixes":["C","26"],"prefix":"26","entire_prefix":"C26","prefix_anchor":"C26","level":2,"prior_prefix":"C25","next_prefix":"C27"},"37":{"id":279902,"text":"“Person” means an individual, corporation, business trust, estate, trust, partnership, limited liability company, association, joint venture, government, governmental subdivision, agency, or instrumentality, or any other legal or commercial entity. The term includes a protected series, however denominated, of an entity if the protected series is established under law other than the Commercial Code, Title 8.1A through Title 8.13, that limits, or limits if conditions specified under the law are satisfied, the ability of a creditor of the entity or of any other protected series of the entity to satisfy a claim from assets of the protected series.","type":"section","prefixes":["C","27"],"prefix":"27","entire_prefix":"C27","prefix_anchor":"C27","level":2,"prior_prefix":"C26","next_prefix":"C28"},"38":{"id":279903,"text":"“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.","type":"section","prefixes":["C","28"],"prefix":"28","entire_prefix":"C28","prefix_anchor":"C28","level":2,"prior_prefix":"C27","next_prefix":"C29"},"39":{"id":279904,"text":"“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.","type":"section","prefixes":["C","29"],"prefix":"29","entire_prefix":"C29","prefix_anchor":"C29","level":2,"prior_prefix":"C28","next_prefix":"C30"},"40":{"id":279905,"text":"“Purchaser” means a person that takes by purchase.","type":"section","prefixes":["C","30"],"prefix":"30","entire_prefix":"C30","prefix_anchor":"C30","level":2,"prior_prefix":"C29","next_prefix":"C31"},"41":{"id":279906,"text":"“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.","type":"section","prefixes":["C","31"],"prefix":"31","entire_prefix":"C31","prefix_anchor":"C31","level":2,"prior_prefix":"C30","next_prefix":"C32"},"42":{"id":279907,"text":"“Remedy” means any remedial right to which an aggrieved party is entitled with or without resort to a tribunal.","type":"section","prefixes":["C","32"],"prefix":"32","entire_prefix":"C32","prefix_anchor":"C32","level":2,"prior_prefix":"C31","next_prefix":"C33"},"43":{"id":279908,"text":"“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.","type":"section","prefixes":["C","33"],"prefix":"33","entire_prefix":"C33","prefix_anchor":"C33","level":2,"prior_prefix":"C32","next_prefix":"C34"},"44":{"id":279909,"text":"“Right” includes remedy.","type":"section","prefixes":["C","34"],"prefix":"34","entire_prefix":"C34","prefix_anchor":"C34","level":2,"prior_prefix":"C33","next_prefix":"C35"},"45":{"id":279910,"text":"“Security interest” means an interest in personal property or fixtures that 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 Title 8.9A. “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 § 8.2-401, but a buyer may also acquire a “security interest” by complying with Title 8.9A. Except as otherwise provided in § 8.2-505, the right of a seller or lessor of goods under Title 8.2 or Title 8.2A 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 Title 8.9A. The retention or reservation of title by a seller of goods notwithstanding shipment or delivery to the buyer under § 8.2-401 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 § 8.1A-203.","type":"section","prefixes":["C","35"],"prefix":"35","entire_prefix":"C35","prefix_anchor":"C35","level":2,"prior_prefix":"C34","next_prefix":"C36"},"46":{"id":279911,"text":"“Send” in connection with a record or notification means:","type":"section","prefixes":["C","36"],"prefix":"36","entire_prefix":"C36","prefix_anchor":"C36","level":2,"prior_prefix":"C35","next_prefix":"A"},"47":{"id":279912,"text":"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","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"prior_prefix":"C36","next_prefix":"B"},"48":{"id":279913,"text":"to cause the record or notification to be received within the time it would have been received if properly sent under subparagraph (A).","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"B37"},"49":{"id":279914,"text":"“Sign” means, with present intent to authenticate or adopt a record:","type":"section","prefixes":["B","37"],"prefix":"37","entire_prefix":"B37","prefix_anchor":"B37","level":2,"prior_prefix":"B","next_prefix":"A"},"50":{"id":279915,"text":"execute or adopt a tangible symbol; or","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"prior_prefix":"B37","next_prefix":"B"},"51":{"id":279916,"text":"attach to or logically associate with the record an electronic symbol, sound, or process.\n\t\t\t“Signed,” “signing,” and “signature” have corresponding meanings.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"B38"},"52":{"id":279917,"text":"“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.","type":"section","prefixes":["B","38"],"prefix":"38","entire_prefix":"B38","prefix_anchor":"B38","level":2,"prior_prefix":"B","next_prefix":"B39"},"53":{"id":279918,"text":"“Surety” includes a guarantor or other secondary obligor.","type":"section","prefixes":["B","39"],"prefix":"39","entire_prefix":"B39","prefix_anchor":"B39","level":2,"prior_prefix":"B38","next_prefix":"B40"},"54":{"id":279919,"text":"“Term” means a portion of an agreement that relates to a particular matter.","type":"section","prefixes":["B","40"],"prefix":"40","entire_prefix":"B40","prefix_anchor":"B40","level":2,"prior_prefix":"B39","next_prefix":"B41"},"55":{"id":279920,"text":"“Unauthorized signature” means a signature made without actual, implied, or apparent authority. The term includes a forgery.","type":"section","prefixes":["B","41"],"prefix":"41","entire_prefix":"B41","prefix_anchor":"B41","level":2,"prior_prefix":"B40","next_prefix":"B42"},"56":{"id":279921,"text":"“Warehouse receipt” means a document of title issued by a person engaged in the business of storing goods for hire.","type":"section","prefixes":["B","42"],"prefix":"42","entire_prefix":"B42","prefix_anchor":"B42","level":2,"prior_prefix":"B41","next_prefix":"B43"},"57":{"id":279922,"text":"“Writing” includes printing, typewriting, or any other intentional reduction to tangible form. “Written” has a corresponding meaning.","type":"section","prefixes":["B","43"],"prefix":"43","entire_prefix":"B43","prefix_anchor":"B43","level":2,"prior_prefix":"B42"}},"ancestry":[{"id":16315,"edition_id":1,"name":"General Definitions and Principles of Interpretation","identifier":"2","label":"part","depth":2,"order_by":1,"parent_id":13286,"metadata":{},"date_created":"2026-06-26 04:13:44","date_modified":"2026-06-26 04:13:44","permalink":{"id":281863,"object_type":"structure","relational_id":16315,"identifier":"2","token":"8.1A\/2","url":"\/8.1A\/2\/","edition_id":1,"permalink":0,"preferred":1}},{"id":13286,"edition_id":1,"name":"Uniform Commercial Code \u2014 General Provisions","identifier":"8.1A","label":"title","depth":1,"order_by":1,"parent_id":null,"metadata":{},"date_created":"2026-06-26 03:44:34","date_modified":"2026-06-26 03:44:34","permalink":{"id":281827,"object_type":"structure","relational_id":13286,"identifier":"8.1A","token":"8.1A","url":"\/8.1A\/","edition_id":1,"permalink":0,"preferred":1}}],"structure_contents":[{"id":78062,"structure_id":16315,"section_number":"8.1A-201","catch_line":"General definitions","url":"\/8.1A-201\/","token":"8.1A\/2\/8.1A-201","metadata":false},{"id":73844,"structure_id":16315,"section_number":"8.1A-202","catch_line":"Notice; knowledge","url":"\/8.1A-202\/","token":"8.1A\/2\/8.1A-202","metadata":false},{"id":66676,"structure_id":16315,"section_number":"8.1A-203","catch_line":"Lease distinguished from security interest","url":"\/8.1A-203\/","token":"8.1A\/2\/8.1A-203","metadata":false},{"id":81149,"structure_id":16315,"section_number":"8.1A-204","catch_line":"Value","url":"\/8.1A-204\/","token":"8.1A\/2\/8.1A-204","metadata":false},{"id":75646,"structure_id":16315,"section_number":"8.1A-205","catch_line":"Reasonable time; seasonableness","url":"\/8.1A-205\/","token":"8.1A\/2\/8.1A-205","metadata":false},{"id":86393,"structure_id":16315,"section_number":"8.1A-206","catch_line":"Presumptions","url":"\/8.1A-206\/","token":"8.1A\/2\/8.1A-206","metadata":false}],"next_section":{"id":73844,"structure_id":16315,"section_number":"8.1A-202","catch_line":"Notice; knowledge","url":"\/8.1A-202\/","token":"8.1A\/2\/8.1A-202","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/8.1A-201\/","history_text":"

The record of this law\u2019s original creation isn\u2019t available online. It has been modified 9 times. Those modifications are cataloged by \u201cThe Acts of Assembly,\u201d a state publication, by year and chapter. Those modifications that can be read on the General Assembly\u2019s website will be linked accordingly. Those modifications are as follows: in 1964, chapter 219; in 1973, chapter 509; in 1984, chapter 613; in 1991, chapter 536; in 1992, chapter 693; in 2000, chapter 1007<\/a>; in 2003, chapter 353<\/a>; in 2004, chapter 200<\/a>; in 2024, chapter 652<\/a>.<\/p>","references":[{"id":76938,"section_number":"29.1-733.2","catch_line":"Definitions","order_by":null,"url":"\/29.1-733.2\/"},{"id":74299,"section_number":"55.1-1300","catch_line":"Definitions","order_by":null,"url":"\/55.1-1300\/"},{"id":87262,"section_number":"55.1-357","catch_line":"Implied warranties on new homes","order_by":null,"url":"\/55.1-357\/"},{"id":71683,"section_number":"59.1-494","catch_line":"Transferable records","order_by":null,"url":"\/59.1-494\/"},{"id":67903,"section_number":"8.10-104","catch_line":"Laws not repealed","order_by":null,"url":"\/8.10-104\/"},{"id":77332,"section_number":"8.3A-103","catch_line":"Definitions","order_by":null,"url":"\/8.3A-103\/"},{"id":76749,"section_number":"8.4A-105","catch_line":"Other definitions","order_by":null,"url":"\/8.4A-105\/"},{"id":67942,"section_number":"8.7-102","catch_line":"Definitions and index of definitions","order_by":null,"url":"\/8.7-102\/"}],"refers_to":[{"id":64663,"section_number":"8.2-401","catch_line":"Passing of title; reservation for security; limited application of this section","order_by":null,"url":"\/8.2-401\/"},{"id":65205,"section_number":"8.2-505","catch_line":"Seller's shipment under reservation","order_by":null,"url":"\/8.2-505\/"},{"id":67103,"section_number":"8.7-106","catch_line":"Control of electronic document","order_by":null,"url":"\/8.7-106\/"}],"permalink":{"id":281865,"object_type":"law","relational_id":78062,"identifier":"8.1A-201","token":"8.1A\/2\/8.1A-201","url":"\/8.1A-201\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/8.1A-201\/","token":"8.1A\/2\/8.1A-201","dublin_core":{"Title":"General definitions","Type":"Text","Format":"text\/html","Identifier":"\u00a7 8.1A-201","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

a.<\/span> Unless the context otherwise requires, words or phrases defined in this section, or in the additional definitions contained in other titles of the Uniform Commercial Code that apply to particular titles or parts thereof, have the meanings stated. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

b.<\/span> Subject to definitions contained in other titles of the Uniform Commercial Code that apply to particular titles or parts thereof: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> “Action,” in the sense of a judicial proceeding, includes recoupment, counterclaim<\/span>, set-off, suit in equity<\/span>, and any other proceeding in which rights<\/span> are determined. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> “Aggrieved party<\/span>” means a party entitled to pursue a remedy<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> “Agreement,” as distinguished from “contract<\/span>,” means the bargain of the parties in fact<\/span>, as found in their language or inferred from other circumstances, including course of performance, course of dealing, or usage of trade as provided in § 8.1A-303<\/a>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> “Bank<\/span>” means a person<\/span> engaged in the business of banking and includes a savings bank<\/span>, savings and loan association, credit union, and trust company. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

5.<\/span> “Bearer<\/span>” means a person<\/span> in control of a negotiable electronic<\/span> document or a person<\/span> in possession<\/span> of a negotiable instrument, negotiable tangible document of title<\/span>, or certificated security that is payable to bearer<\/span> or endorsed in blank. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

6.<\/span> “Bill of lading<\/span>” means a document evidencing the receipt of goods for shipment issued by a person<\/span> engaged in the business of directly or indirectly transporting or forwarding goods. The term<\/span> does not include a warehouse receipt<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

7.<\/span> “Branch<\/span>” includes a separately incorporated foreign branch<\/span> of a bank<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

8.<\/span> “Burden of establishing<\/span>” a fact<\/span> means the burden of persuading the trier of fact<\/span> that the existence of the fact<\/span> is more probable than its nonexistence. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

9.<\/span> “Buyer in ordinary course of business<\/span>” means a person<\/span> that buys goods in good faith<\/span>, without knowledge that the sale violates the rights<\/span> of another person<\/span> in the goods, and in the ordinary course from a person<\/span>, other than a pawnbroker, in the business of selling goods of that kind. A person<\/span> buys goods in the ordinary course if the sale to the person<\/span> 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<\/span> that sells oil, gas, or other minerals at the wellhead or minehead is a person<\/span> in the business of selling goods of that kind. A buyer in ordinary course of business<\/span> 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<\/span> for sale. Only a buyer that takes possession<\/span> of the goods or has a right<\/span> to recover the goods from the seller under Title 8.2 may be a buyer in ordinary course of business<\/span>. “Buyer in ordinary course of business<\/span>” does not include a person<\/span> that acquires goods in a transfer in bulk or as security for or in total or partial satisfaction of a money<\/span> debt. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

10.<\/span> “Conspicuous<\/span>,” with reference to a term<\/span>, means so written<\/span>, displayed, or presented that, based on the totality of the circumstances, a reasonable person<\/span> against whom it is to operate ought to have noticed it. Whether a term<\/span> is “conspicuous<\/span>” or not is a decision for the court<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

11.<\/span> “Consumer<\/span>” means an individual who enters into a transaction primarily for personal, family, or household purposes. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

12.<\/span> “Contract<\/span>,” as distinguished from “agreement,” means the total legal obligation that results from the parties’ agreement as determined by the Uniform Commercial Code as supplemented by any other applicable laws<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

13.<\/span> “Creditor” includes a general creditor, a secured creditor<\/span>, a lien<\/span> creditor, and any representative<\/span> of creditors<\/span>, including an assignee for the benefit of creditors<\/span>, a trustee in bankruptcy<\/span>, a receiver in equity<\/span>, and an executor or administrator of an insolvent debtor’s or assignor’s estate. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

14.<\/span> “Defendant<\/span>” includes a person<\/span> in the position of defendant<\/span> in a counterclaim<\/span>, cross-claim<\/span>, or third-party claim. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

15.<\/span> “Delivery,” with respect to an electronic<\/span> document of title<\/span> means voluntary transfer<\/span> of control and with respect to an instrument, a tangible document of title<\/span>, or an authoritative tangible copy of a record<\/span> evidencing chattel paper, means voluntary transfer<\/span> of possession<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

16.<\/span> “Document of title<\/span>” means a record<\/span> (i) that in the regular course of business or financing is treated as adequately evidencing that the person<\/span> in possession<\/span> or control of the record<\/span> is entitled to receive, control, hold, and dispose of the record<\/span> and the goods it covers and (ii) that purports to be issued by or addressed to a bailee and to cover goods in the bailee’s possession<\/span> that are either identified or are fungible portions of an identified mass. The term<\/span> includes a bill of lading<\/span>, transport document, dock warrant, dock receipt, warehouse receipt<\/span>, and order<\/span> for delivery of goods. An electronic<\/span> document of title<\/span> means a document of title<\/span> evidenced by a record<\/span> consisting of information stored in an electronic<\/span> medium. A tangible document of title<\/span> means a document of title<\/span> evidenced by a record<\/span> consisting of information that is inscribed on a tangible medium. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

16A.<\/span> “Electronic<\/span>” means relating to technology having electrical, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

17.<\/span> “Fault<\/span>” means a default<\/span>, breach, or wrongful act or omission. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

18.<\/span> “Fungible goods” means: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

A.<\/span> goods of which any unit, by nature or usage of trade, is the equivalent of any other like unit; or <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> goods that by agreement are treated as equivalent. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

19.<\/span> “Genuine<\/span>” means free of forgery<\/span> or counterfeiting. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

20.<\/span> “Good faith<\/span>” means honesty in fact<\/span> in the conduct or transaction concerned. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

21.<\/span> “Holder” means: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

A.<\/span> the person<\/span> in possession<\/span> of a negotiable instrument that is payable either to bearer<\/span> or to an identified person<\/span> that is the person<\/span> in possession<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> the person<\/span> in possession<\/span> of a negotiable tangible document of title<\/span> if the goods are deliverable either to bearer<\/span> or to the order<\/span> of the person<\/span> in possession<\/span>; or <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> the person<\/span> in control, other than pursuant to \u00a7 8.7-106<\/a> (g), of a negotiable electronic<\/span> document of title<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

22.<\/span> “Insolvency proceeding<\/span>” includes an assignment for the benefit of creditors<\/span> or other proceeding intended to liquidate or rehabilitate the estate of the person<\/span> involved. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

23.<\/span> “Insolvent” means: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

A.<\/span> having generally ceased to pay debts in the ordinary course of business other than as a result of bona fide dispute; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> being unable to pay debts as they become due; or <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> being insolvent within the meaning of federal bankruptcy<\/span> law<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

24.<\/span> “Money<\/span>” means a medium of exchange that is currently authorized or adopted by a domestic or foreign government. The term<\/span> includes a monetary unit of account established by an intergovernmental organization<\/span> or by agreement between two or more countries. The term<\/span> does not include an electronic<\/span> record<\/span> that is a medium of exchange recorded and transferable in a system that existed and operated for the medium of exchange before the medium of exchange was authorized or adopted by the government. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

25.<\/span> “Organization<\/span>” means a person<\/span> other than an individual. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

26.<\/span> “Party,” as distinguished from “third party,” means a person<\/span> that has engaged in a transaction or made an agreement subject to the Uniform Commercial Code. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

27.<\/span> “Person<\/span>” means an individual, corporation, business trust, estate, trust, partnership, limited liability company, association, joint venture, government, governmental subdivision, agency, or instrumentality, or any other legal or commercial entity. The term<\/span> includes a protected series, however denominated, of an entity if the protected series is established under law<\/span> other than the Commercial Code, Title 8.1A through Title 8.13, that limits, or limits if conditions specified under the law<\/span> are satisfied, the ability of a creditor of the entity or of any other protected series of the entity to satisfy a claim from assets<\/span> of the protected series. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

28.<\/span> “Present value<\/span>” 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<\/span> and circumstances at the time the transaction is entered into. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

29.<\/span> “Purchase<\/span>” means taking by sale, lease, discount, negotiation, mortgage, pledge, lien<\/span>, security interest<\/span>, issue<\/span> or reissue, gift, or any other voluntary transaction creating an interest in property. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

30.<\/span> “Purchaser<\/span>” means a person<\/span> that takes by purchase<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

31.<\/span> “Record<\/span>” means information that is inscribed on a tangible medium or that is stored in an electronic<\/span> or other medium and is retrievable in perceivable form. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

32.<\/span> “Remedy<\/span>” means any remedial right<\/span> to which an aggrieved party<\/span> is entitled with or without resort to a tribunal. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

33.<\/span> “Representative<\/span>” means a person<\/span> empowered to act for another, including an agent, an officer of a corporation or association, and a trustee, executor, or administrator of an estate. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

34.<\/span> “Right<\/span>” includes remedy<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

35.<\/span> “Security interest<\/span>” means an interest in personal property or fixtures that secures payment or performance of an obligation. “Security interest<\/span>” 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 Title 8.9A. “Security interest<\/span>” does not include the special property interest of a buyer of goods on identification of those goods to a contract<\/span> for sale under § 8.2-401<\/a>, but a buyer may also acquire a “security interest<\/span>” by complying with Title 8.9A. Except as otherwise provided in § 8.2-505<\/a>, the right<\/span> of a seller or lessor of goods under Title 8.2 or Title 8.2A to retain or acquire possession<\/span> of the goods is not a “security interest<\/span>,” but a seller or lessor may also acquire a “security interest<\/span>” by complying with Title 8.9A. The retention or reservation of title by a seller of goods notwithstanding shipment or delivery to the buyer under § 8.2-401<\/a> is limited in effect to a reservation of a “security interest<\/span>.” Whether a transaction in the form of a lease creates a “security interest<\/span>” is determined pursuant to § 8.1A-203<\/a>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

36.<\/span> “Send” in connection with a record<\/span> or notification means: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

A.<\/span> 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 <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> to cause the record<\/span> or notification to be received within the time it would have been received if properly sent under subparagraph (A). <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

37.<\/span> “Sign” means, with present intent<\/span> to authenticate or adopt a record<\/span>: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

A.<\/span> execute or adopt a tangible symbol; or <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> attach to or logically associate with the record<\/span> an electronic<\/span> symbol, sound, or process.\n\t\t\t“Signed,” “signing,” and “signature” have corresponding meanings. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

38.<\/span> “State<\/span>” means a state<\/span> of the United States<\/span>, the District of Columbia, Puerto Rico, the United States<\/span> Virgin Islands, or any territory or insular possession<\/span> subject to the jurisdiction<\/span> of the United States<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

39.<\/span> “Surety<\/span>” includes a guarantor or other secondary obligor. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

40.<\/span> “Term<\/span>” means a portion of an agreement that relates to a particular matter. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

41.<\/span> “Unauthorized signature<\/span>” means a signature made without actual, implied, or apparent authority. The term<\/span> includes a forgery<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

42.<\/span> “Warehouse receipt<\/span>” means a document of title<\/span> issued by a person<\/span> engaged in the business of storing goods for hire. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

43.<\/span> “Writing<\/span>” includes printing, typewriting, or any other intentional reduction to tangible form. “Written<\/span>” has a corresponding meaning. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nGENERAL DEFINITIONS (\u00a7 8.1A-201)\n\na. Unless the context otherwise requires, words or phrases defined in this\nsection, or in the additional definitions contained in other titles of the\nUniform Commercial Code that apply to particular titles or parts thereof, have\nthe meanings stated.\n\nb. Subject to definitions contained in other titles of the Uniform Commercial\nCode that apply to particular titles or parts thereof:\n\n 1. “Action,” in the sense of a judicial proceeding, includes\n recoupment, counterclaim, set-off, suit in equity, and any other proceeding in\n which rights are determined.\n\n 2. “Aggrieved party” means a party entitled to pursue a remedy.\n\n 3. “Agreement,” as distinguished from “contract,”\n means the bargain of the parties in fact, as found in their language or\n inferred from other circumstances, including course of performance, course of\n dealing, or usage of trade as provided in § 8.1A-303.\n\n 4. “Bank” means a person engaged in the business of banking and\n includes a savings bank, savings and loan association, credit union, and trust\n company.\n\n 5. “Bearer” means a person in control of a negotiable electronic\n document or a person in possession of a negotiable instrument, negotiable\n tangible document of title, or certificated security that is payable to bearer\n or endorsed in blank.\n\n 6. “Bill of lading” means a document evidencing the receipt of\n goods for shipment issued by a person engaged in the business of directly or\n indirectly transporting or forwarding goods. The term does not include a\n warehouse receipt.\n\n 7. “Branch” includes a separately incorporated foreign branch of a\n bank.\n\n 8. “Burden of establishing” a fact means the burden of persuading\n the trier of fact that the existence of the fact is more probable than its\n nonexistence.\n\n 9. “Buyer in ordinary course of business” means a person that buys\n goods in good faith, without knowledge that the sale violates the rights of\n another person in the goods, and in the ordinary course from a person, other\n than a pawnbroker, in the business of selling goods of that kind. A person\n buys goods in the ordinary course if the sale to the person comports with the\n usual or customary practices in the kind of business in which the seller is\n engaged or with the seller’s own usual or customary practices. A person\n that sells oil, gas, or other minerals at the wellhead or minehead is a person\n in the business of selling goods of that kind. A buyer in ordinary course of\n business may buy for cash, by exchange of other property, or on secured or\n unsecured credit, and may acquire goods or documents of title under a\n preexisting contract for sale. Only a buyer that takes possession of the goods\n or has a right to recover the goods from the seller under Title 8.2 may be a\n buyer in ordinary course of business. “Buyer in ordinary course of\n business” does not include a person that acquires goods in a transfer in\n bulk or as security for or in total or partial satisfaction of a money debt.\n\n 10. “Conspicuous,” with reference to a term, means so written,\n displayed, or presented that, based on the totality of the circumstances, a\n reasonable person against whom it is to operate ought to have noticed it.\n Whether a term is “conspicuous” or not is a decision for the\n court.\n\n 11. “Consumer” means an individual who enters into a transaction\n primarily for personal, family, or household purposes.\n\n 12. “Contract,” as distinguished from “agreement,”\n means the total legal obligation that results from the parties’\n agreement as determined by the Uniform Commercial Code as supplemented by any\n other applicable laws.\n\n 13. “Creditor” includes a general creditor, a secured creditor, a\n lien creditor, and any representative of creditors, including an assignee for\n the benefit of creditors, a trustee in bankruptcy, a receiver in equity, and\n an executor or administrator of an insolvent debtor’s or\n assignor’s estate.\n\n 14. “Defendant” includes a person in the position of defendant in\n a counterclaim, cross-claim, or third-party claim.\n\n 15. “Delivery,” with respect to an electronic document of title\n means voluntary transfer of control and with respect to an instrument, a\n tangible document of title, or an authoritative tangible copy of a record\n evidencing chattel paper, means voluntary transfer of possession.\n\n 16. “Document of title” means a record (i) that in the regular\n course of business or financing is treated as adequately evidencing that the\n person in possession or control of the record is entitled to receive, control,\n hold, and dispose of the record and the goods it covers and (ii) that purports\n to be issued by or addressed to a bailee and to cover goods in the\n bailee’s possession that are either identified or are fungible portions\n of an identified mass. The term includes a bill of lading, transport document,\n dock warrant, dock receipt, warehouse receipt, and order for delivery of\n goods. An electronic document of title means a document of title evidenced by\n a record consisting of information stored in an electronic medium. A tangible\n document of title means a document of title evidenced by a record consisting\n of information that is inscribed on a tangible medium.\n\n 16A. “Electronic” means relating to technology having\n electrical, digital, magnetic, wireless, optical, electromagnetic, or\n similar capabilities.\n\n 17. “Fault” means a default, breach, or wrongful act or omission.\n\n 18. “Fungible goods” means:\n\nA. goods of which any unit, by nature or usage of trade, is the equivalent of\nany other like unit; or\n\nB. goods that by agreement are treated as equivalent.\n\n 19. “Genuine” means free of forgery or counterfeiting.\n\n 20. “Good faith” means honesty in fact in the conduct or\n transaction concerned.\n\n 21. “Holder” means:\n\nA. the person in possession of a negotiable instrument that is payable either to\nbearer or to an identified person that is the person in possession;\n\nB. the person in possession of a negotiable tangible document of title if the\ngoods are deliverable either to bearer or to the order of the person in\npossession; or\n\nC. the person in control, other than pursuant to \u00a7 8.7-106 (g), of a negotiable\nelectronic document of title.\n\n 22. “Insolvency proceeding” includes an assignment for the benefit\n of creditors or other proceeding intended to liquidate or rehabilitate the\n estate of the person involved.\n\n 23. “Insolvent” means:\n\nA. having generally ceased to pay debts in the ordinary course of business other\nthan as a result of bona fide dispute;\n\nB. being unable to pay debts as they become due; or\n\nC. being insolvent within the meaning of federal bankruptcy law.\n\n 24. “Money” means a medium of exchange that is currently\n authorized or adopted by a domestic or foreign government. The term includes a\n monetary unit of account established by an intergovernmental organization or\n by agreement between two or more countries. The term does not include an\n electronic record that is a medium of exchange recorded and transferable in a\n system that existed and operated for the medium of exchange before the medium\n of exchange was authorized or adopted by the government.\n\n 25. “Organization” means a person other than an individual.\n\n 26. “Party,” as distinguished from “third party,”\n means a person that has engaged in a transaction or made an agreement subject\n to the Uniform Commercial Code.\n\n 27. “Person” means an individual, corporation, business trust,\n estate, trust, partnership, limited liability company, association, joint\n venture, government, governmental subdivision, agency, or instrumentality, or\n any other legal or commercial entity. The term includes a protected series,\n however denominated, of an entity if the protected series is established under\n law other than the Commercial Code, Title 8.1A through Title 8.13, that\n limits, or limits if conditions specified under the law are satisfied, the\n ability of a creditor of the entity or of any other protected series of the\n entity to satisfy a claim from assets of the protected series.\n\n 28. “Present value” means the amount as of a date certain of one\n or more sums payable in the future, discounted to the date certain by use of\n either an interest rate specified by the parties if that rate is not\n manifestly unreasonable at the time the transaction is entered into or, if an\n interest rate is not so specified, a commercially reasonable rate that takes\n into account the facts and circumstances at the time the transaction is\n entered into.\n\n 29. “Purchase” means taking by sale, lease, discount, negotiation,\n mortgage, pledge, lien, security interest, issue or reissue, gift, or any\n other voluntary transaction creating an interest in property.\n\n 30. “Purchaser” means a person that takes by purchase.\n\n 31. “Record” means information that is inscribed on a tangible\n medium or that is stored in an electronic or other medium and is retrievable\n in perceivable form.\n\n 32. “Remedy” means any remedial right to which an aggrieved party\n is entitled with or without resort to a tribunal.\n\n 33. “Representative” means a person empowered to act for another,\n including an agent, an officer of a corporation or association, and a trustee,\n executor, or administrator of an estate.\n\n 34. “Right” includes remedy.\n\n 35. “Security interest” means an interest in personal property or\n fixtures that secures payment or performance of an obligation. “Security\n interest” includes any interest of a consignor and a buyer of accounts,\n chattel paper, a payment intangible, or a promissory note in a transaction\n that is subject to Title 8.9A. “Security interest” does not\n include the special property interest of a buyer of goods on identification of\n those goods to a contract for sale under § 8.2-401, but a buyer may also\n acquire a “security interest” by complying with Title 8.9A. Except\n as otherwise provided in § 8.2-505, the right of a seller or lessor of\n goods under Title 8.2 or Title 8.2A to retain or acquire possession of the\n goods is not a “security interest,” but a seller or lessor may\n also acquire a “security interest” by complying with Title 8.9A.\n The retention or reservation of title by a seller of goods notwithstanding\n shipment or delivery to the buyer under § 8.2-401 is limited in effect to\n a reservation of a “security interest.” Whether a transaction in\n the form of a lease creates a “security interest” is determined\n pursuant to § 8.1A-203.\n\n 36. “Send” in connection with a record or notification means:\n\nA. to deposit in the mail, deliver for transmission, or transmit by any other\nusual means of communication, with postage or cost of transmission provided for,\naddressed to any address reasonable under the circumstances; or\n\nB. to cause the record or notification to be received within the time it would\nhave been received if properly sent under subparagraph (A).\n\n 37. “Sign” means, with present intent to authenticate or adopt a\n record:\n\nA. execute or adopt a tangible symbol; or\n\nB. attach to or logically associate with the record an electronic symbol, sound,\nor process.\n\t\t\t“Signed,” “signing,” and “signature” have\ncorresponding meanings.\n\n 38. “State” means a state of the United States, the District of\n Columbia, Puerto Rico, the United States Virgin Islands, or any territory or\n insular possession subject to the jurisdiction of the United States.\n\n 39. “Surety” includes a guarantor or other secondary obligor.\n\n 40. “Term” means a portion of an agreement that relates to a\n particular matter.\n\n 41. “Unauthorized signature” means a signature made without\n actual, implied, or apparent authority. The term includes a forgery.\n\n 42. “Warehouse receipt” means a document of title issued by a\n person engaged in the business of storing goods for hire.\n\n 43. “Writing” includes printing, typewriting, or any other\n intentional reduction to tangible form. “Written” has a\n corresponding meaning.\n\nHISTORY: Code 1950, \u00a7\u00a7 6-408, 6-544, 6-550; 1964, c. 219, \u00a7 8.1-201; 1973, c.\n509; 1984, c. 613; 1991, c. 536; 1992, c. 693; 2000, c. 1007; 2003, c. 353;\n2004, c. 200; 2024, c. 652.","edition":{"id":1,"name":"2025","slug":"2025","date_created":"2026-06-21 22:39:22","date_modified":"2026-06-21 22:39:22","current":1,"order_by":1,"last_import":null}}