There is a newer version of the New York Consolidated Laws
2006 New York Code - Definitions And Index Of Definitions
Section 9--102. Definitions And Index of Definitions.
(a) Article 9 definitions. In this article:
(1) "Accession" means goods that are physically united with other
goods in such a manner that the identity of the original
goods is not lost.
(2) "Account", except as used in "account for", means a right to
payment of a monetary obligation, whether or not earned by
performance, (i) for property that has been or is to be sold,
leased, licensed, assigned, or otherwise disposed of, (ii)
for services rendered or to be rendered, (iii) for a policy
of insurance issued or to be issued, (iv) for a secondary
obligation incurred or to be incurred, (v) for energy
provided or to be provided, (vi) for the use or hire of a
vessel under a charter or other contract, (vii) arising out
of the use of a credit or charge card or information
contained on or for use with the card, or (viii) as winnings
in a lottery or other game of chance operated or sponsored by
a state, governmental unit of a State, or person licensed or
authorized to operate the game by a State or governmental
unit of a State. The term includes health-care-insurance
receivables. The term does not include (i) rights to payment
evidenced by chattel paper or an instrument, (ii) commercial
tort claims, (iii) deposit accounts, (iv) investment
property, (v) letter-of-credit rights or letters of credit,
or (vi) rights to payment for money or funds advanced or
sold, other than rights arising out of the use of a credit or
charge card or information contained on or for use with the
card.
(3) "Account debtor" means a person obligated on an account,
chattel paper, or general intangible. The term does not
include persons obligated to pay a negotiable instrument,
even if the instrument constitutes part of chattel paper.
(4) "Accounting", except as used in "accounting for", means a
record:
(A) authenticated by a secured party;
(B) indicating the aggregate unpaid secured obligations as of
a date not more than 35 days earlier or 35 days later
than the date of the record; and
(C) identifying the components of the obligations in
reasonable detail.
(5) "Agricultural lien" means an interest, other than a security
interest, in farm products:
(A) which secures payment or performance of an obligation
for:
(i) goods or services furnished in connection with a
debtor's farming operation; or
(ii) rent on real property leased by a debtor in
connection with its farming operation; and
(B) which is created by statute in favor of a person that:
(i) in the ordinary course of its business furnished
goods or services to a debtor in connection with a
debtor's farming operation; or
(ii) leased real property to a debtor in connection with
the debtor's farming operation; and
(C) whose effectiveness does not depend on the person's
possession of the personal property.
(6) "As-extracted collateral" means:
(A) oil, gas, or other minerals that are subject to a
security interest that:
(i) is created by a debtor having an interest in the
minerals before extraction; and
(ii) attaches to the minerals as extracted; or
(B) accounts arising out of the sale at the wellhead or
minehead of oil, gas, or other minerals in which the
debtor had an interest before extraction.
(7) "Authenticate" means:
(A) to sign; or
(B) to execute or otherwise adopt a symbol, or encrypt or
similarly process a record in whole or in part, with the
present intent of the authenticating person to identify
the person and adopt or accept a record.
(8) "Bank" means an organization that is engaged in the business
of banking. The term includes savings banks, savings and loan
associations, credit unions, and trust companies.
(9) "Cash proceeds" means proceeds that are money, checks,
deposit accounts, or the like.
(10) "Certificate of title" means a certificate of title with
respect to which a statute provides for the security
interest in question to be indicated on the certificate as a
condition or result of the security interest's obtaining
priority over the rights of a lien creditor with respect to
the collateral.
(11) "Chattel paper" means a record or records that evidence both
a monetary obligation and a security interest in specific
goods, a security interest in specific goods and software
used in the goods, a security interest in specific goods and
license of software used in the goods, a lease of specific
goods, or a lease of specific goods and license of software
used in the goods. In this paragraph, "monetary obligation"
means a monetary obligation secured by the goods or owed
under a lease of the goods and includes a monetary
obligation with respect to software used in the goods. The
term does not include (i) charters or other contracts
involving the use or hire of a vessel or (ii) records that
evidence a right to payment arising out of the use of a
credit or charge card or information contained on or for use
with the card. If a transaction is evidenced by records that
include an instrument or series of instruments, the group of
records taken together constitutes chattel paper.
(11-a) "Check" means (i) a draft, other than a documentary draft,
payable on demand and drawn on a bank or (ii) a cashier's
check or a teller's check. An instrument may be a check
even though it is described on its face by another term,
such as "money order". An instrument that (i) meets all of
the requirements stated in Article 3 of this chapter to be
a negotiable instrument other than stating that it is
payable to order or bearer and (ii) otherwise qualifies as
a check is a negotiable instrument and a check.
(12) "Collateral" means the property subject to a security
interest or agricultural lien. The term includes:
(A) proceeds to which a security interest attaches;
(B) accounts, chattel paper, payment intangibles, and
promissory notes that have been sold; and
(C) goods that are the subject of a consignment.
(13) "Commercial tort claim" means a claim arising in tort with
respect to which:
(A) the claimant is an organization; or
(B) the claimant is an individual and the claim:
(i) arose in the course of the claimant's business or
profession; and
(ii) does not include damages arising out of personal
injury to or the death of an individual.
(14) "Commodity account" means an account maintained by a
commodity intermediary in which a commodity contract is
carried for a commodity customer.
(15) "Commodity contract" means a commodity futures contract, an
option on a commodity futures contract, a commodity option,
or another contract if the contract or option is:
(A) traded on or subject to the rules of a board of trade
that has been designated as a contract market for such a
contract pursuant to federal commodities laws; or
(B) traded on a foreign commodity board of trade, exchange,
or market, and is carried on the books of a commodity
intermediary for a commodity customer.
(16) "Commodity customer" means a person for which a commodity
intermediary carries a commodity contract on its books.
(17) "Commodity intermediary" means a person that:
(A) is registered as a futures commission merchant under
federal commodities law; or
(B) in the ordinary course of its business provides clearance
or settlement services for a board of trade that has been
designated as a contract market pursuant to federal
commodities law.
(18) "Communicate" means:
(A) to send a written or other tangible record;
(B) to transmit a record by any means agreed upon by the
persons sending and receiving the record; or
(C) in the case of transmission of a record to or by a filing
office, to transmit a record by any means prescribed by
filing-office rule.
(19) "Consignee" means a merchant to which goods are delivered in
a consignment.
(20) "Consignment" means a transaction, regardless of its form,
in which a person delivers goods to a merchant for the
purpose of sale and:
(A) the merchant:
(i) deals in goods of that kind under a name other than
the name of the person making delivery;
(ii) is not an auctioneer; and
(iii) is not generally known by its creditors to be
substantially engaged in selling the goods of
others;
(B) with respect to each delivery, the aggregate value of the
goods is $1,000 or more at the time of delivery;
(C) the goods are not consumer goods immediately before
delivery; and
(D) the transaction does not create a security interest that
secures an obligation.
(21) "Consignor" means a person that delivers goods to a
consignee in a consignment.
(22) "Consumer debtor" means a debtor in a consumer transaction.
(23) "Consumer goods" means goods that are used or bought for use
primarily for personal, family, or household purposes.
(24) "Consumer-goods transaction" means a consumer transaction in
which:
(A) an individual incurs an obligation primarily for
personal, family, or household purposes; and
(B) a security interest in consumer goods secures the
obligation.
(25) "Consumer obligor" means an obligor who is an individual and
who incurred the obligation as part of a transaction entered
into primarily for personal, family, or household purposes.
(26) "Consumer transaction" means a transaction in which (i) an
individual incurs an obligation primarily for personal,
family, or household purposes, (ii) a security interest
secures the obligation, and (iii) the collateral is held or
acquired primarily for personal, family, or household
purposes. The term includes consumer-goods transactions.
(27) "Continuation statement" means an amendment of a financing
statement which:
(A) identifies, by its file number, the initial financing
statement to which it relates; and
(B) indicates that it is a continuation statement for, or
that it is filed to continue the effectiveness of, the
identified financing statement.
(27-a) "Cooperative addendum" means a record that satisfies
Section 9--502(e).
(27-b) "Cooperative interest" means an ownership interest in a
cooperative organization, which interest, when created, is
coupled with possessory rights of a proprietary nature in
identified physical space belonging to the cooperative
organization. A subsequent termination of the possessory
rights shall not cause an ownership interest to cease
being a cooperative interest.
(27-c) "Cooperative organization" means an organization which has
as its principal asset an interest in real property in
this state and in which organization all ownership
interests are cooperative interests.
(27-d) "Cooperative organization security interest" means a
security interest which is in a cooperative interest, is
in favor of the cooperative organization, is created by
the cooperative record, and secures only obligations
incident to ownership of that cooperative interest.
(27-e) "Cooperative record" means those records which, as a
whole, evidence cooperative interests and define the
mutual rights and obligations of the owners of the
cooperative interests and the cooperative organization.
(27-f) "Cooperative unit" means the physical space associated
with a cooperative interest.
(28) "Debtor" means:
(A) a person having an interest, other than a security
interest or other lien, in the collateral, whether or not
the person is an obligor;
(B) a seller of accounts, chattel paper, payment intangibles,
or promissory notes; or
(C) a consignee.
(29) "Deposit account" means a demand, time, savings, passbook,
or similar account maintained with a bank. The term does not
include investment property or accounts evidenced by an
instrument.
(30) "Document" means a document of title or a receipt of the
type described in Section 7--201(2).
(31) "Electronic chattel paper" means chattel paper evidenced by
a record or records consisting of information stored in an
electronic medium.
(32) "Encumbrance" means a right, other than an ownership
interest, in real property. The term includes mortgages and
other liens on real property.
(33) "Equipment" means goods other than inventory, farm products,
or consumer goods.
(34) "Farm products" means goods, other than standing timber,
with respect to which the debtor is engaged in a farming
operation and which are:
(A) crops grown, growing, or to be grown, including:
(i) crops produced on trees, vines, and bushes; and
(ii) aquatic goods produced in aquacultural operations;
(B) livestock, born or unborn, including aquatic goods
produced in aquacultural operations;
(C) supplies used or produced in a farming operation; or
(D) products of crops or livestock in their unmanufactured
states.
(35) "Farming operation" means raising, cultivating, propagating,
fattening, grazing, or any other farming, livestock, or
aquacultural operation.
(36) "File number" means the number assigned to an initial
financing statement pursuant to Section 9--519(a).
(37) "Filing office" means an office designated in Section 9--501
as the place to file a financing statement.
(38) "Filing-office rule" means a rule adopted pursuant to
Section 9--526.
(39) "Financing statement" means a record or records composed of
an initial financing statement and any filed record relating
to the initial financing statement.
(40) "Fixture filing" means the filing of a financing statement
covering goods that are or are to become fixtures and
satisfying Section 9--502(a) and (b). The term includes the
filing of a financing statement covering goods of a
transmitting utility which are or are to become fixtures.
(41) "Fixtures" means goods that have become so related to
particular real property that an interest in them arises
under real property law.
(42) "General intangible" means any personal property, including
things in action, other than accounts, chattel paper,
commercial tort claims, deposit accounts, documents, goods,
instruments, investment property, letter-of-credit rights,
letters of credit, money, and oil, gas, or other minerals
before extraction. The term includes payment intangibles and
software.
(43) "Good faith" means honesty in fact and the observance of
reasonable commercial standards of fair dealing.
(44) "Goods" means all things that are movable when a security
interest attaches. The term includes (i) fixtures, (ii)
standing timber that is to be cut and removed under a
conveyance or contract for sale, (iii) the unborn young of
animals, (iv) crops grown, growing, or to be grown, even if
the crops are produced on trees, vines, or bushes, and (v)
manufactured homes. The term also includes a computer
program embedded in goods and any supporting information
provided in connection with a transaction relating to the
program if (i) the program is associated with the goods in
such a manner that it customarily is considered part of the
goods, or (ii) by becoming the owner of the goods, a person
acquires a right to use the program in connection with the
goods. The term does not include a computer program embedded
in goods that consists solely of the medium in which the
program is embedded. The term also does not include
accounts, chattel paper, commercial tort claims, deposit
accounts, documents, general intangibles, instruments,
investment property, letter-of-credit rights, letters of
credit, money, or oil, gas, or other minerals before
extraction.
(45) "Governmental unit" means a subdivision, agency, department,
county, parish, municipality, or other unit of the
government of the United States, a state, or a foreign
country. The term includes an organization having a separate
corporate existence if the organization is eligible to issue
debt on which interest is exempt from income taxation under
the laws of the United States.
(46) "Health-care-insurance receivable" means an interest in or
claim under a policy of insurance which is a right to
payment of a monetary obligation for health-care goods or
services provided.
(47) "Instrument" means a negotiable instrument or any other
writing that evidences a right to the payment of a monetary
obligation, is not itself a security agreement or lease, and
is of a type that in ordinary course of business is
transferred by delivery with any necessary indorsement or
assignment. The term does not include (i) investment
property, (ii) letters of credit, or (iii) writings that
evidence a right to payment arising out of the use of a
credit or charge card or information contained on or for use
with the card.
(48) "Inventory" means goods, other than farm products, which:
(A) are leased by a person as lessor;
(B) are held by a person for sale or lease or to be furnished
under a contract of service;
(C) are furnished by a person under a contract of service; or
(D) consist of raw materials, work in process, or materials
used or consumed in a business.
(49) "Investment property" means a security, whether certificated
or uncertificated, security entitlement, securities account,
commodity contract, or commodity account.
(50) "Jurisdiction of organization", with respect to a registered
organization, means the jurisdiction under whose law the
organization is organized.
(51) "Letter-of-credit right" means a right to payment or
performance under a letter of credit, whether or not the
beneficiary has demanded or is at the time entitled to
demand payment or performance. The term does not include the
right of a beneficiary to demand payment or performance
under a letter of credit.
(52) "Lien creditor" means:
(A) a creditor that has acquired a lien on the property
involved by attachment, levy, or the like;
(B) an assignee for benefit of creditors from the time of
assignment;
(C) a trustee in bankruptcy from the date of the filing of
the petition; or
(D) a receiver in equity from the time of appointment.
(53) "Manufactured home" means a structure, transportable in one
or more sections, which, in the traveling mode, is eight
body feet or more in width or 40 body feet or more in
length, or, when erected on site, is 320 or more square
feet, and which is built on a permanent chassis and designed
to be used as a dwelling with or without a permanent
foundation when connected to the required utilities, and
includes the plumbing, heating, air-conditioning, and
electrical systems contained therein. The term includes any
structure that meets all of the requirements of this
paragraph except the size requirements and with respect to
which the manufacturer voluntarily files a certification
required by the United States Secretary of Housing and Urban
Development and complies with the standards established
under Title 42 of the United States Code.
(54) "Manufactured-home transaction" means a secured transaction:
(A) that creates a purchase-money security interest in a
manufactured home, other than a manufactured home held as
inventory; or
(B) in which a manufactured home, other than a manufactured
home held as inventory, is the primary collateral.
(55) "Mortgage" means a consensual interest in real property,
including fixtures, which secures payment or performance of
an obligation.
(56) "New debtor" means a person that becomes bound as debtor
under Section 9--203(d) by a security agreement previously
entered into by another person.
(57) "New value" means (i) money, (ii) money's worth in property,
services, or new credit, or (iii) release by a transferee of
an interest in property previously transferred to the
transferee. The term does not include an obligation
substituted for another obligation.
(58) "Noncash proceeds" means proceeds other than cash proceeds.
(59) "Obligor" means a person that, with respect to an obligation
secured by a security interest in or an agricultural lien on
the collateral, (i) owes payment or other performance of the
obligation, (ii) has provided property other than the
collateral to secure payment or other performance of the
obligation, or (iii) is otherwise accountable in whole or in
part for payment or other performance of the obligation. The
term does not include issuers or nominated persons under a
letter of credit.
(60) "Original debtor", except as used in Section 9--310(c),
means a person that, as debtor, entered into a security
agreement to which a new debtor has become bound under
Section 9--203(d).
(61) "Payment intangible" means a general intangible under which
the account debtor's principal obligation is a monetary
obligation.
(62) "Person related to", with respect to an individual, means:
(A) the spouse of the individual;
(B) a brother, brother-in-law, sister, or sister-in-law of
the individual;
(C) an ancestor or lineal descendant of the individual or the
individual's spouse; or
(D) any other relative, by blood or marriage, of the
individual or the individual's spouse who shares the same
home with the individual.
(63) "Person related to", with respect to an organization, means:
(A) a person directly or indirectly controlling, controlled
by, or under common control with the organization;
(B) an officer or director of, or a person performing similar
functions with respect to, the organization;
(C) an officer or director of, or a person performing similar
functions with respect to, a person described in
subparagraph (A);
(D) the spouse of an individual described in subparagraph
(A), (B), or (C); or
(E) an individual who is related by blood or marriage to an
individual described in subparagraph (A), (B), (C), or
(D) and shares the same home with the individual.
(64) "Proceeds", except as used in Section 9--609(b), means the
following property:
(A) Whatever is acquired upon the sale, lease, license,
exchange, or other disposition of collateral;
(B) whatever is collected on, or distributed on account of,
collateral;
(C) rights arising out of collateral;
(D) to the extent of the value of collateral, claims arising
out of the loss, nonconformity, or interference with the
use of, defects or infringement of rights in, or damage
to, the collateral; or
(E) to the extent of the value of collateral and to the
extent payable to the debtor or the secured party,
insurance payable by reason of the loss or nonconformity
of, defects or infringement of rights in, or damage to,
the collateral.
(65) "Promissory note" means an instrument that evidences a
promise to pay a monetary obligation, does not evidence an
order to pay, and does not contain an acknowledgment by a
bank that the bank has received for deposit a sum of money
or funds.
(66) "Proposal" means a record authenticated by a secured party
which includes the terms on which the secured party is
willing to accept collateral in full or partial satisfaction
of the obligation it secures pursuant to Sections 9--620,
9--621, and 9--622.
(66-a) "Prove" with respect to a fact means to meet the burden of
establishing the fact (Section 1-201(8)).
(67) "Public-finance transaction" means a secured transaction in
connection with which:
(A) debt securities are issued;
(B) all or a portion of the securities issued have an initial
stated maturity of at least 20 years; and
(C) the debtor, obligor, secured party, account debtor or
other person obligated on collateral, assignor or
assignee of a secured obligation, or assignor or assignee
of a security interest is a state or a governmental unit
of a state.
(68) "Pursuant to commitment", with respect to an advance made or
other value given by a secured party, means pursuant to the
secured party's obligation, whether or not a subsequent
event of default or other event not within the secured
party's control has relieved or may relieve the secured
party from its obligation.
(69) "Record", except as used in "for record", "of record",
"record or legal title", and "record owner", means
information that is inscribed on a tangible medium or which
is stored in an electronic or other medium and is
retrievable in perceivable form.
(70) "Registered organization" means an organization organized
solely under the law of a single state or the United States
and as to which the state or the United States must maintain
a public record showing the organization to have been
organized.
(71) "Secondary obligor" means an obligor to the extent that:
(A) the obligor's obligation is secondary; or
(B) the obligor has a right of recourse with respect to an
obligation secured by collateral against the debtor,
another obligor, or property of either.
(72) "Secured party" means:
(A) a person in whose favor a security interest is created or
provided for under a security agreement, whether or not
any obligation to be secured is outstanding;
(B) a person that holds an agricultural lien;
(C) a consignor;
(D) a person to which accounts, chattel paper, payment
intangibles, or promissory notes have been sold;
(E) a trustee, indenture trustee, agent, collateral agent, or
other representative in whose favor a security interest
or agricultural lien is created or provided for; or
(F) a person that holds a security interest arising under
Section 2--401, 2--505, 2--711(3), 2-A-508(5), 4--210, or
5--118.
(73) "Security agreement" means an agreement that creates or
provides for a security interest. A cooperative record that
provides that the owner of a cooperative interest has an
obligation to pay amounts to the cooperative organization
incident to ownership of that cooperative interest and which
states that the cooperative organization has a direct remedy
against that cooperative interest if such amounts are not
paid is a security agreement creating a cooperative
organization security interest.
(74) "Send", 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 that it would have been received if properly
sent under subparagraph (A).
(75) "Software" means a computer program and any supporting
information provided in connection with a transaction
relating to the program. The term does not include a
computer program that is included in the definition of
goods.
(76) "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.
(77) "Supporting obligation" means a letter-of-credit right or
secondary obligation that supports the payment or
performance of an account, chattel paper, a document, a
general intangible, an instrument, or investment property.
(78) "Tangible chattel paper" means chattel paper evidenced by a
record or records consisting of information that is
inscribed on a tangible medium.
(79) "Termination statement" means an amendment of a financing
statement which:
(A) identifies, by its file number, the initial financing
statement to which it relates; and
(B) indicates either that it is a termination statement or
that the identified financing statement is no longer
effective.
(80) "Transmitting utility" means a person primarily engaged in
the business of:
(A) operating a railroad, subway, street railway, or trolley
bus;
(B) transmitting communications electrically,
electromagnetically, or by light;
(C) transmitting goods by pipeline or sewer; or
(D) transmitting or producing and transmitting electricity,
steam, gas, or water.
(b) Definitions in other articles. The following definitions in other
articles apply to this article:
"Applicant" Section 5--102.
"Beneficiary" Section 5--102.
"Broker" Section 8--102.
"Certificated security" Section 8--102.
"Clearing corporation" Section 8--102.
"Contract for sale" Section 2--106.
"Customer" Section 4--104.
"Entitlement holder" Section 8--102.
"Financial asset" Section 8--102.
"Holder in due course" Section 3--302.
"Issuer" (with respect to a letter of
credit or letter-of-credit right) Section 5--102.
"Issuer" (with respect to a security) Section 8--201.
"Lease" Section 2-A-103.
"Lease agreement" Section 2-A-103.
"Lease contract" Section 2-A-103.
"Leasehold interest" Section 2-A-103.
"Lessee" Section 2-A-103.
"Lessee in ordinary course of business" Section 2-A-103.
"Lessor" Section 2-A-103.
"Lessor's residual interest" Section 2-A-103.
"Letter of credit" Section 5--102.
"Merchant" Section 2--104.
"Negotiable instrument" Section 3--104.
"Nominated person" Section 5--102.
"Note" Section 3--104.
"Proceeds of a letter of credit" Section 5--114.
"Sale" Section 2--106.
"Securities account" Section 8--501.
"Securities intermediary" Section 8--102.
"Security" Section 8--102.
"Security certificate" Section 8--102.
"Security entitlement" Section 8--102.
"Uncertificated security" Section 8--102.
(c) Article 1 definitions and principles. Article 1 contains general
definitions and principles of construction and interpretation applicable
throughout this article.
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