                                 CODE OF VIRGINIA

DEFINITIONS AND INDEX OF DEFINITIONS (§ 8.2A-103)

1. In this title unless the context otherwise requires:

   a. &#8220;Buyer in ordinary course of business&#8221; means a person who in
   good faith and without knowledge that the sale to him or her 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.
   &#8220;Buying&#8221; may be for cash or by exchange of other property or on
   secured or unsecured credit and includes acquiring goods or documents of title
   under a preexisting 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. &#8220;Cancellation&#8221; occurs when either party puts an end to the
   lease contract for default by the other party.

   c. &#8220;Commercial unit&#8221; 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. &#8220;Conforming&#8221; goods or performance under a lease contract means
   goods or performance that are in accordance with the obligations under the
   lease contract.

   e. &#8220;Consumer lease&#8221; 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. &#8220;Fault&#8221; means wrongful act, omission, breach, or default.

   g. &#8220;Finance lease&#8221; 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&#8217;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 title 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. &#8220;Goods&#8221; means all things that are movable at the time of
   identification to the lease contract, or are fixtures (§ 8.2A-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.

      h1. &#8220;Hybrid lease&#8221; means a single transaction involving a lease
      of goods and:

   i. the provision of services;

      ii. a sale of other goods; or

      iii. a sale, lease, or license of property other than goods.

   i. &#8220;Installment lease contract&#8221; 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 &#8220;each
   delivery is a separate lease&#8221; or its equivalent.

   j. &#8220;Lease&#8221; 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. &#8220;Lease agreement&#8221; 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 title. Unless the context
   clearly indicates otherwise, the term includes a sublease agreement.

   l. &#8220;Lease contract&#8221; means the total legal obligation that results
   from the lease agreement as affected by this title and any other applicable
   rules of law. Unless the context clearly indicates otherwise, the term
   includes a sublease contract.

   m. &#8220;Leasehold interest&#8221; means the interest of the lessor or the
   lessee under a lease contract.

   n. &#8220;Lessee&#8221; 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. &#8220;Lessee in ordinary course of business&#8221; means a person who in
   good faith and without knowledge that the lease to him or her 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.
   &#8220;Leasing&#8221; may be for cash or by exchange of other property or on
   secured or unsecured credit and includes acquiring goods or documents of title
   under a preexisting 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. &#8220;Lessor&#8221; 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. &#8220;Lessor&#8217;s residual interest&#8221; means the lessor&#8217;s
   interest in the goods after expiration, termination, or cancellation of the
   lease contract.

   r. &#8220;Lien&#8221; 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. &#8220;Lot&#8221; 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. &#8220;Merchant lessee&#8221; means a lessee that is a merchant with
   respect to goods of the kind subject to the lease.

   u. &#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. 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. &#8220;Purchase&#8221; includes taking by sale, lease, mortgage, security
   interest, pledge, gift, or any other voluntary transaction creating an
   interest in goods.

   w. &#8220;Sublease&#8221; 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. &#8220;Supplier&#8221; means a person from whom a lessor buys or leases
   goods to be leased under a finance lease.

   y. &#8220;Supply contract&#8221; means a contract under which a lessor buys or
   leases goods to be leased.

   z. &#8220;Termination&#8221; 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 title and the sections in which they
appear are:
			&#8220;Accessions&#8221; &#xA7; 8.2A-310 (1).
			&#8220;Construction mortgage&#8221; &#xA7; 8.2A-309 (1) (d).
			&#8220;Encumbrance&#8221; &#xA7; 8.2A-309 (1) (e).
			&#8220;Fixture filing&#8221; &#xA7; 8.2A-309 (1) (b).
			&#8220;Fixtures&#8221; &#xA7; 8.2A-309 (1) (a).
			&#8220;Purchase money lease&#8221; &#xA7; 8.2A-309 (1) (c).

3. The following definitions in other titles apply to this title:
			&#8220;Account&#8221; &#xA7; 8.9A-102 (a) (2).
			&#8220;Between merchants&#8221; &#xA7; 8.2-104 (3).
			&#8220;Buyer&#8221; &#xA7; 8.2-103 (1) (a).
			&#8220;Chattel paper&#8221; &#xA7; 8.9A-102 (a) (11).
			&#8220;Consumer goods&#8221; &#xA7; 8.9A-102 (a) (23).
			&#8220;Document&#8221; &#xA7; 8.9A-102 (a) (30).
			&#8220;Entrusting&#8221; &#xA7; 8.2-403 (3).
			&#8220;General intangible&#8221; &#xA7; 8.9A-102 (a) (42).
			&#8220;Good faith&#8221; &#xA7; 8.2-103 (1) (b).
			&#8220;Instrument&#8221; &#xA7; 8.9A-102 (a) (47).
			&#8220;Merchant&#8221; &#xA7; 8.2-104 (1).
			&#8220;Mortgage&#8221; &#xA7; 8.9A-102 (a) (55).
			&#8220;Pursuant to commitment&#8221; &#xA7; 8.9A-102 (a)(69).
			&#8220;Receipt&#8221; &#xA7; 8.2-103 (1) (c).
			&#8220;Sale&#8221; &#xA7; 8.2-106 (1).
			&#8220;Sale on approval&#8221; &#xA7; 8.2-326.
			&#8220;Sale or return&#8221; &#xA7; 8.2-326.
			&#8220;Seller&#8221; &#xA7; 8.2-103 (1) (d).

4. In addition, Title 8.1A contains general definitions and principles of
construction and interpretation applicable throughout this title.

HISTORY: 1991, c. 536; 2000, c. 1007; 2003, c. 353; 2004, c. 200; 2012, c. 155;
2024, c. 652.