Section 45.01.211. General definitions.

   (a) Unless the context otherwise requires, words or phrases defined in this section, or in the additional definitions contained in other chapters of the code that apply to particular chapters or articles of the code, have the meanings stated.
   (b) Subject to definitions contained in other chapters of the code that apply to particular chapters or articles of the code,
        (1) "action," in the sense of a judicial proceeding, includes recoupment, counterclaim, set-off, suit in equity, and another proceeding in which rights are determined;
        (2) "aggrieved party" means a party entitled to pursue a remedy;
        (3) "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 AS 45.01.303;
        (4) "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) "bearer" means a person in control of a negotiable electronic document of title or a person in possession of a negotiable instrument, negotiable tangible document of title, or certificated security that is payable to bearer or endorsed in blank;
        (6) "bill of lading" means a document of title evidencing the receipt of goods for shipment issued by a person engaged in the business of directly or indirectly transporting or forwarding goods; "bill of lading" does not include a warehouse receipt;
        (7) "branch" includes a separately incorporated foreign branch of a bank;
        (8) "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) "buyer in ordinary course of business" means a person who 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 who 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 who takes possession of the goods or has a right to recover the goods from the seller under AS 45.02 may be a buyer in ordinary course of business; "buyer in ordinary course of business" does not include a person who acquires goods in a transfer in bulk or as security for or in total or partial satisfaction of a money debt;
        (10) "code" means AS 45.01 - AS 45.08, AS 45.12, AS 45.14, and AS 45.29;
        (11) "conspicuous," with reference to a term, means written, displayed, or presented in a way that 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; conspicuous terms include
             (A) a heading in capitals equal to or greater in size than the surrounding text, or in contrasting type, font, or color to the surrounding text of the same or lesser size; and
             (B) language in the body of a record or display in larger type than the surrounding text, or in contrasting type, font, or color to the surrounding text of the same size, or set off from surrounding text of the same size by symbols or other marks that call attention to the language;
        (12) "consumer" means an individual who enters into a transaction primarily for personal, family, or household purposes;
        (13) "contract," as distinguished from "agreement," means the total legal obligation that results from the parties' agreement as determined by the code as supplemented by other applicable laws;
        (14) "creditor" includes a general creditor, a secured creditor, a lien creditor, and a 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;
        (15) "defendant" includes a person in the position of defendant in a counterclaim, cross-claim, or third-party claim;
        (16) "delivery," with respect to an electronic document of title, means voluntary transfer of control and, with respect to an instrument, a tangible document of title, or chattel paper, means voluntary transfer of possession;
        (17) "document of title"
             (A) means a record that
                  (i) 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 the record covers; and
                  (ii) 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;
             (B) includes a bill of lading, transport document, dock warrant, dock receipt, warehouse receipt, and order for delivery of goods;
        (18) "electronic document of title" means a document of title evidenced by a record consisting of information stored in an electronic medium;
        (19) "fault" means a default, breach, or wrongful act or omission;
        (20) "fungible goods" means goods
             (A) of which a unit, by nature or usage of trade, is the equivalent of another like unit; or
             (B) that, by agreement, are treated as equivalent;
        (21) "genuine" means free of forgery or counterfeiting;
        (22) "good faith," except as otherwise provided in AS 45.05, means honesty in fact and the observance of reasonable commercial standards of fair dealing;
        (23) "holder" means the person in
             (A) possession of a negotiable instrument that is payable either to bearer or to an identified person who is the person in possession;
             (B) 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) control of a negotiable electronic document of title;
        (24) "insolvency proceeding" includes an assignment for the benefit of creditors or another proceeding intended to liquidate or rehabilitate the estate of the person involved;
        (25) "insolvent" 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;
        (26) "money" means a medium of exchange currently authorized or adopted by a domestic or foreign government, and includes a monetary unit of account established by an intergovernmental organization or by agreement between two or more countries;
        (27) "organization" means a person other than an individual;
        (28) "party," as distinguished from "third party," means a person who has engaged in a transaction or made an agreement subject to the code;
        (29) "pawnbroker" has the meaning given in AS 08.76.590;
        (30) "person" means an individual, corporation, business trust, estate, trust, partnership, limited liability company, association, joint venture, government, governmental subdivision, agency, or instrumentality, public corporation, or another legal or commercial entity;
        (31) "present value" means the amount as of a date certain of one or more sums payable in the future, discounted to the date certain
             (A) by use of an interest rate that is specified by the parties if that rate is not manifestly unreasonable at the time the transaction is entered into; or
             (B) if an interest rate is not determined under (A) of this paragraph, by use of a commercially reasonable rate that takes into account the facts and circumstances at the time the transaction is entered into;
        (32) "purchase" means taking by sale, lease, discount, negotiation, mortgage, pledge, lien, security interest, issue or reissue, gift, or another voluntary transaction creating an interest in property;
        (33) "purchaser" means a person who takes by purchase;
        (34) "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;
        (35) "remedy" means a remedial right to which an aggrieved party is entitled with or without resort to a tribunal;
        (36) "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;
        (37) "right" includes remedy;
        (38) "security interest" means an interest in personal property or fixtures that secures payment or performance of an obligation; "security interest" includes an 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 AS 45.29; "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 AS 45.02.401, but a buyer may also acquire a security interest by complying with AS 45.29; except as otherwise provided in AS 45.02.505, the right of a seller or lessor of goods under AS 45.02 or AS 45.12 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 AS 45.29; the retention or reservation of title by a seller of goods notwithstanding shipment or delivery to the buyer under AS 45.02.401 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 under AS 45.01.213;
        (39) "send," in connection with a writing, record, or notice, means
             (A) to deposit in the mail or deliver for transmission by a usual means of communication with postage or cost of transmission provided for and properly addressed and, in the case of an instrument, to an address specified on the instrument or otherwise agreed on, or, if an address is not specified on the instrument or otherwise agreed on, to an address reasonable under the circumstances; or
             (B) in another way to cause to be received a record or notice within the time it would have arrived if properly sent;
        (40) "signed" includes using a symbol executed or adopted with present intention to adopt or accept a writing;
        (41) "state" means a state of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands, or a territory or insular possession subject to the jurisdiction of the United States;
        (42) "surety" includes a guarantor or other secondary obligor;
        (43) "tangible document of title" means a document of title evidenced by a record consisting of information that is inscribed on a tangible medium;
        (44) "term" means a portion of an agreement that relates to a particular matter;
        (45) "unauthorized signature" means a signature made without actual, implied, or apparent authority, and includes a forgery;
        (46) "warehouse receipt" means a document of title issued by a warehouse; in this paragraph, "warehouse" has the meaning given in AS 45.07.112(a);
        (47) "writing" includes printing, typewriting, or another intentional reduction to tangible form; "written" has a corresponding meaning.

Authorities

9.80.130;45.03.103;45.14.105;45.35.099;45.65.250

Notes

References

AS 9.80.130 .130">Sec. 09.80.130. Transferable records.
AS 45.03.103 Definitions.
AS 45.14.105 Other definitions.
AS 45.35.099 Definitions.
AS 45.65.250 Definitions.

History

(Sec. 9 ch 44 SLA 2009; am Sec. 6 ch 49 SLA 2010)