                                 CODE OF VIRGINIA

GENERAL DEFINITIONS (§ 8.1A-201)

a. 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.

b. Subject to definitions contained in other titles of the Uniform Commercial
Code that apply to particular titles or parts thereof:

   1. &#8220;Action,&#8221; 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. &#8220;Aggrieved party&#8221; means a party entitled to pursue a remedy.

   3. &#8220;Agreement,&#8221; as distinguished from &#8220;contract,&#8221;
   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 &#xA7; 8.1A-303.

   4. &#8220;Bank&#8221; means a person engaged in the business of banking and
   includes a savings bank, savings and loan association, credit union, and trust
   company.

   5. &#8220;Bearer&#8221; 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. &#8220;Bill of lading&#8221; 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. &#8220;Branch&#8221; includes a separately incorporated foreign branch of a
   bank.

   8. &#8220;Burden of establishing&#8221; a fact means the burden of persuading
   the trier of fact that the existence of the fact is more probable than its
   nonexistence.

   9. &#8220;Buyer in ordinary course of business&#8221; 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&#8217;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. &#8220;Buyer in ordinary course of
   business&#8221; 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. &#8220;Conspicuous,&#8221; 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 &#8220;conspicuous&#8221; or not is a decision for the
   court.

   11. &#8220;Consumer&#8221; means an individual who enters into a transaction
   primarily for personal, family, or household purposes.

   12. &#8220;Contract,&#8221; as distinguished from &#8220;agreement,&#8221;
   means the total legal obligation that results from the parties&#8217;
   agreement as determined by the Uniform Commercial Code as supplemented by any
   other applicable laws.

   13. &#8220;Creditor&#8221; 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&#8217;s or
   assignor&#8217;s estate.

   14. &#8220;Defendant&#8221; includes a person in the position of defendant in
   a counterclaim, cross-claim, or third-party claim.

   15. &#8220;Delivery,&#8221; 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. &#8220;Document of title&#8221; 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&#8217;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. &#8220;Electronic&#8221; means relating to technology having
      electrical, digital, magnetic, wireless, optical, electromagnetic, or
      similar capabilities.

   17. &#8220;Fault&#8221; means a default, breach, or wrongful act or omission.

   18. &#8220;Fungible goods&#8221; means:

A. goods of which any unit, by nature or usage of trade, is the equivalent of
any other like unit; or

B. goods that by agreement are treated as equivalent.

   19. &#8220;Genuine&#8221; means free of forgery or counterfeiting.

   20. &#8220;Good faith&#8221; means honesty in fact in the conduct or
   transaction concerned.

   21. &#8220;Holder&#8221; means:

A. the person in possession of a negotiable instrument that is payable either to
bearer or to an identified person that is the person in possession;

B. the person in possession of a negotiable tangible document of title if the
goods are deliverable either to bearer or to the order of the person in
possession; or

C. the person in control, other than pursuant to § 8.7-106 (g), of a negotiable
electronic document of title.

   22. &#8220;Insolvency proceeding&#8221; includes an assignment for the benefit
   of creditors or other proceeding intended to liquidate or rehabilitate the
   estate of the person involved.

   23. &#8220;Insolvent&#8221; means:

A. having generally ceased to pay debts in the ordinary course of business other
than as a result of bona fide dispute;

B. being unable to pay debts as they become due; or

C. being insolvent within the meaning of federal bankruptcy law.

   24. &#8220;Money&#8221; 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. &#8220;Organization&#8221; means a person other than an individual.

   26. &#8220;Party,&#8221; as distinguished from &#8220;third party,&#8221;
   means a person that has engaged in a transaction or made an agreement subject
   to the Uniform Commercial Code.

   27. &#8220;Person&#8221; 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. &#8220;Present value&#8221; 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. &#8220;Purchase&#8221; 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. &#8220;Purchaser&#8221; means a person that takes by purchase.

   31. &#8220;Record&#8221; 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. &#8220;Remedy&#8221; means any remedial right to which an aggrieved party
   is entitled with or without resort to a tribunal.

   33. &#8220;Representative&#8221; 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. &#8220;Right&#8221; includes remedy.

   35. &#8220;Security interest&#8221; means an interest in personal property or
   fixtures that secures payment or performance of an obligation. &#8220;Security
   interest&#8221; 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. &#8220;Security interest&#8221; does not
   include the special property interest of a buyer of goods on identification of
   those goods to a contract for sale under &#xA7; 8.2-401, but a buyer may also
   acquire a &#8220;security interest&#8221; by complying with Title 8.9A. Except
   as otherwise provided in &#xA7; 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 &#8220;security interest,&#8221; but a seller or lessor may
   also acquire a &#8220;security interest&#8221; 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 &#xA7; 8.2-401 is limited in effect to
   a reservation of a &#8220;security interest.&#8221; Whether a transaction in
   the form of a lease creates a &#8220;security interest&#8221; is determined
   pursuant to &#xA7; 8.1A-203.

   36. &#8220;Send&#8221; in connection with a record or notification means:

A. 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

B. to cause the record or notification to be received within the time it would
have been received if properly sent under subparagraph (A).

   37. &#8220;Sign&#8221; means, with present intent to authenticate or adopt a
   record:

A. execute or adopt a tangible symbol; or

B. attach to or logically associate with the record an electronic symbol, sound,
or process.
			&#8220;Signed,&#8221; &#8220;signing,&#8221; and &#8220;signature&#8221; have
corresponding meanings.

   38. &#8220;State&#8221; 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. &#8220;Surety&#8221; includes a guarantor or other secondary obligor.

   40. &#8220;Term&#8221; means a portion of an agreement that relates to a
   particular matter.

   41. &#8220;Unauthorized signature&#8221; means a signature made without
   actual, implied, or apparent authority. The term includes a forgery.

   42. &#8220;Warehouse receipt&#8221; means a document of title issued by a
   person engaged in the business of storing goods for hire.

   43. &#8220;Writing&#8221; includes printing, typewriting, or any other
   intentional reduction to tangible form. &#8220;Written&#8221; has a
   corresponding meaning.

HISTORY: Code 1950, §§ 6-408, 6-544, 6-550; 1964, c. 219, § 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.