Idaho State Statutes - Idaho Attorney Directory

(a) Unless the context otherwise requires,
words or phrases defined in this section, or in the additional definitions
contained in other chapters of the uniform commercial code that apply to
particular chapters or parts thereof, have the meanings stated.
(b) Subject to definitions contained in other articles of the uniform
commercial code that apply to particular articles or parts thereof:
(1) "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) "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 section 28-1-303, Idaho Code.
(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 indorsed 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. The term 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 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 chapter 2, title 28, Idaho Code, 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) "Conspicuous," with reference to a term, means so written, displayed,
or presented that a reasonable person against which 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 the following:
(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 the surrounding
text of the same size by symbols or other marks that call attention
to the language.
(11) "Consumer" means an individual who enters into a transaction
primarily for personal, family, or household purposes.
(12) "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) "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) "Defendant" includes a person in the position of defendant in a
counterclaim, cross-claim, or third-party claim.
(15) "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.
(16) "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 the record covers and (ii)
that purports to be issued by or addressed to a bailee and to cover goods
in the bailee's possession which 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.
(17) "Fault" means a default, breach, or wrongful act or omission.
(18) "Fungible goods" 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) "Genuine" means free of forgery or counterfeiting.
(20) "Good faith" means honesty in fact in the conduct or transaction
concerned.
(21) "Holder" 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 of a negotiable electronic document of
title.
(22) "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) "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.
(24) "Money" means a medium of exchange 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 (2) or more countries.
(25) "Organization" means a person other than an individual.
(26) "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) "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 any other legal or commercial entity.
(28) "Present value" means the amount as of a date certain of one (1) 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) "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) "Purchaser" means a person that takes by purchase.
(31) "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) "Remedy" means any remedial right to which an aggrieved party is
entitled with or without resort to a tribunal.
(33) "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) "Rights" includes remedy.
(35) "Security interest" means an interest in personal property or
fixtures which 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 chapter 9, title 28, Idaho Code. "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 section
28-2-401, Idaho Code, but a buyer may also acquire a "security interest"
by complying with chapter 9, title 28, Idaho Code. Except as otherwise
provided in section 28-2-505, Idaho Code, the right of a seller or lessor
of goods under chapter 2 or chapter 12, title 28, Idaho Code, 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 chapter
9, title 28, Idaho Code. The retention or reservation of title by a seller
of goods notwithstanding shipment or delivery to the buyer under section
28-2-401, Idaho Code, 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 section 28-1-203, Idaho
Code.
(36) "Send" in connection with a writing, record, or notice means:
(A) To deposit in the mail or deliver for transmission by any other
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 thereon or otherwise agreed, or
if there be none to any address reasonable under the circumstances;
or
(B) In any other way to cause to be received any record or notice
within the time it would have arrived if properly sent.
(37) "Signed" includes using any symbol executed or adopted with present
intention to adopt or accept a writing.
(38) "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) "Surety" includes a guarantor or other secondary obligor.
(40) "Term" means a portion of an agreement that relates to a particular
matter.
(41) "Unauthorized signature" means a signature made without actual,
implied, or apparent authority. The term includes a forgery.
(42) "Warehouse receipt" means a document of title issued by a person
engaged in the business of storing goods for hire.
(43) "Written" or "writing" includes printing, typewriting, or any other
intentional reduction to tangible form.

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