Okla. Stat. tit. 12A, § 12A-1-201

General Definitions and Principles of Interpretation.

(a) Unless the context otherwise requires, words or phrases

defined in this section, or in the additional definitions contained

in other articles of the Uniform Commercial Code that apply to

particular articles 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 a

recoupment, counterclaim, setoff, suit in equity, and any other

proceedings 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 1-303 of

this title.

(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 an

instrument, negotiable tangible document of title, or certificated

security 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.

The term does not include a warehouse receipt.

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(7) "Branch" includes a separately incorporated foreign branch

of a bank.

(8) "Burden of establishing" 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 Article 2 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 total or partial satisfaction

of a money debt.

(10) "Conspicuous", 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 "conspicuous" or not is

a decision for the court.

(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 provisions of the Uniform Commercial Code as

supplemented by any other applicable laws.
" or not is

a decision for the court.

(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 provisions of 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 an authoritative

tangible copy of a record evidencing chattel paper, means voluntary

transfer of possession.

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(16) "Document of title" means a record 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 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.

(16A) "Electronic" means relating to technology having

electrical, digital, magnetic, wireless, optical, electromagnetic,

or similar capabilities.

(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", except as otherwise provided in Article 5 of

this title, means honesty in fact and the observance of reasonable

commercial standards of fair dealing.

(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 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

subsection (g) of Section 7-106 of this title, of a

negotiable electronic document of title.

(22) "Insolvency proceeding" includes any 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 the federal

bankruptcy law.

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(24) "Money" means a medium of exchange that is authorized or

adopted by a domestic or foreign government and is not in an

electronic form. The term includes a monetary unit of account

established by an intergovernmental organization or by agreement

between two or more countries.
ithin the meaning of the federal

bankruptcy law.

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(24) "Money" means a medium of exchange that is authorized or

adopted by a domestic or foreign government and is not in an

electronic form. The term includes a monetary unit of account

established by an intergovernmental organization or by agreement

between two or more countries.

(25) "Organization" means a person other than an individual.

(26) "Party", as distinguished from "third party", means a

person who 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, 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 Uniform

Commercial Code 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) "Present value" 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) "Purchase" means taking by sale, 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 who 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) "Right" 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 Article 9 of this title.

"Security interest" does not include the special property interest

of a buyer of goods on identification of those goods to a contract

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for sale under Section 2-401 of this title, but a buyer may also

acquire a "security interest" by complying with the provisions of

Article 9 of this title. Except as otherwise provided in Section 2-

505 of this title, the right of a seller or lessor of goods under

Article 2 or 2A of this title 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 Article 9 of this

title. The retention or reservation of title by a seller of goods

notwithstanding shipment or delivery to the buyer under Section 2-

401 of this title is limited in effect to a reservation of a

"security interest". Whether a transaction in the form of a lease

creates security interest is determined pursuant to Section 1-203 of

this title.
ecurity interest" by complying with Article 9 of this

title. The retention or reservation of title by a seller of goods

notwithstanding shipment or delivery to the buyer under Section 2-

401 of this title is limited in effect to a reservation of a

"security interest". Whether a transaction in the form of a lease

creates security interest is determined pursuant to Section 1-203 of

this title.

(36) "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 it would have been received if

properly sent under subparagraph (A) of this

paragraph.

(37) "Sign" 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.

"Signed", "signing", and "signature" have corresponding meanings.

(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 guarantor or other secondary obligor.

(40) "Term" means a portion of an agreement which 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) "Writing" includes printing, typewriting, or any other

intentional reduction to tangible form. "Written" has a

corresponding meaning.