2004 Legislation
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SENATE BILL NO. 1440 – UCC, definitions


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Bill Status

S1440................................................by JUDICIARY AND RULES
UNIFORM COMMERCIAL CODE - Repeals and adds to existing law relating to the
Uniform Commercial Code to define terms.
03/08    Senate intro - 1st rdg - to printing
03/09    Rpt prt - to Jud
    Rpt out - rec d/p - to 2nd rdg
03/10    2nd rdg - to 3rd rdg
03/11    3rd rdg - PASSED - 34-0-1
      AYES -- Andreason(Andreason), Bailey, Brandt, Bunderson, Burkett,
      Burtenshaw, Calabretta, Cameron, Compton, Darrington, Davis, Gannon,
      Geddes, Goedde, Hill, Ingram, Kennedy, Keough, Little, Lodge,
      Malepeai, Marley, McKenzie, McWilliams, Noble, Noh, Pearce,
      Richardson, Schroeder, Sorensen, Stegner, Stennett, Sweet, Werk
      NAYS -- None
      Absent and excused -- Williams
    Floor Sponsor - Davis
    Title apvd - to House
03/11    House intro - 1st rdg - to Bus
03/16    Rpt out - rec d/p - to 2nd rdg
03/17    2nd rdg - to 3rd rdg
    Rls susp - PASSED - 70-0-0
      AYES -- Andersen, Barraclough, Barrett, Bauer, Bayer, Bedke, Bell,
      Black, Block, Boe, Bolz, Bradford, Campbell, Cannon, Clark, Collins,
      Crow, Cuddy, Deal, Denney, Douglas, Eberle, Edmunson, Ellsworth,
      Eskridge, Field(18), Field(23), Gagner, Garrett, Harwood, Henbest,
      Jaquet, Jones, Kellogg, Kulczyk, Lake, Langford, Langhorst, Martinez,
      McGeachin, McKague, Meyer, Miller, Mitchell, Moyle, Naccarato,
      Nielsen, Pasley-Stuart, Raybould, Ridinger, Ring, Ringo, Roberts,
      Robison, Rydalch, Sali, Sayler, Schaefer, Shepherd, Shirley, Skippen,
      Smith(30), Smith(24), Smylie, Snodgrass, Stevenson, Trail, Wills,
      Wood, Mr. Speaker
      NAYS -- None
      Absent and excused -- None
    Floor Sponsor - Kellogg
    Title apvd - to Senate
03/18    To enrol
03/19    Rpt enrol - Pres signed - Sp signed
03/22    To Governor
03/24    Governor signed
         Session Law Chapter 309
         Effective: 07/01/04

Bill Text

  ]]]]              LEGISLATURE OF THE STATE OF IDAHO             ]]]]
 Fifty-seventh Legislature                 Second Regular Session - 2004
                                       IN THE SENATE
                                    SENATE BILL NO. 1440
                              BY JUDICIARY AND RULES COMMITTEE
  1                                        AN ACT
  6    Be It Enacted by the Legislature of the State of Idaho:
  7        SECTION  1.  That Section 28-1-201, Idaho Code, be, and the same is hereby
  8    repealed.
  9        SECTION 2.  That Part 2, Chapter 1, Title 28, Idaho Code, be, and the same
 10    is hereby amended by the addition thereto of a NEW SECTION, to  be  known  and
 11    designated as Section 28-1-201, Idaho Code, and to read as follows:
 12        28-1-201.  GENERAL   DEFINITIONS.   (a)  Unless   the   context  otherwise
 13    requires, words or phrases defined in this section, or in the additional defi-
 14    nitions contained in other chapters of the uniform commercial code that  apply
 15    to particular chapters or parts thereof, have the meanings stated.
 16        (b)  Subject  to  definitions  contained  in other articles of the uniform
 17    commercial code that apply to particular articles or parts thereof:
 18        (1)  "Action," in the sense of a judicial proceeding, includes recoupment,
 19        counterclaim, set-off, suit in equity, and any other proceeding  in  which
 20        rights are determined.
 21        (2)  "Aggrieved party" means a party entitled to pursue a remedy.
 22        (3)  "Agreement,"  as  distinguished from "contract," means the bargain of
 23        the parties in fact, as found in their language  or  inferred  from  other
 24        circumstances, including course of performance, course of dealing or usage
 25        of trade as provided in section 28-1-303, Idaho Code.
 26        (4)  "Bank" means a person engaged in the business of banking and includes
 27        a savings bank, savings and loan association, credit union, and trust com-
 28        pany.
 29        (5) "Bearer" means a person in control of a negotiable electronic document
 30        of  title or a person in possession of a negotiable instrument, negotiable
 31        tangible document of title, or certificated security that  is  payable  to
 32        bearer or indorsed in blank.
 33        (6) "Bill  of  lading" means a document of title evidencing the receipt of
 34        goods for shipment issued by a person engaged in the business of  directly
 35        or  indirectly transporting or forwarding goods. The term does not include
 36        a warehouse receipt.
 37        (7)  "Branch" includes a separately incorporated foreign branch of a bank.
 38        (8)  "Burden of establishing" a fact means the burden  of  persuading  the
 39        trier  of  fact  that  the existence of the fact is more probable than its
 40        nonexistence.
 41        (9)  "Buyer in ordinary course of business" means a person that buys goods
 42        in good faith, without knowledge that the  sale  violates  the  rights  of
  1        another  person  in  the  goods, and in the ordinary course from a person,
  2        other than a pawnbroker, in the business of selling goods of that kind.  A
  3        person  buys  goods  in  the  ordinary  course  if  the sale to the person
  4        comports with the usual or customary practices in the kind of business  in
  5        which  the  seller  is engaged or with the seller's own usual or customary
  6        practices. A person  that sells oil, gas or other minerals at the wellhead
  7        or minehead is a person in the business of selling goods of that  kind.  A
  8        buyer  in  ordinary  course  of  business may buy for cash, by exchange of
  9        other property, or on secured or unsecured credit, and may  acquire  goods
 10        or  documents of title under a preexisting contract for sale. Only a buyer
 11        that takes possession of the goods or has a right  to  recover  the  goods
 12        from  the  seller under chapter 2, title 28, Idaho Code, may be a buyer in
 13        ordinary course of business. "Buyer in ordinary course of  business"  does
 14        not include a person that acquires goods in a transfer in bulk or as secu-
 15        rity for or in total or partial satisfaction of a money debt.
 16        (10) "Conspicuous," with reference to a term, means so written, displayed,
 17        or presented that a reasonable person against which it is to operate ought
 18        to  have  noticed it. Whether a term is "conspicuous" or not is a decision
 19        for the court. Conspicuous terms include the following:
 20             (A)  A heading in capitals equal to or greater in size than the  sur-
 21             rounding  text,  or  in  contrasting type, font, or color to the sur-
 22             rounding text of the same or lesser size; and
 23             (B)  Language in the body of a record or display in larger type  than
 24             the  surrounding  text, or in contrasting type, font, or color to the
 25             surrounding text of the same size, or set off  from  the  surrounding
 26             text  of  the same size by symbols or other marks that call attention
 27             to the language.
 28        (11) "Consumer" means an individual who enters into a transaction  primar-
 29        ily for personal, family, or household purposes.
 30        (12) "Contract,"  as distinguished from "agreement," means the total legal
 31        obligation that results from the parties' agreement as determined  by  the
 32        uniform commercial code as supplemented by any other applicable laws.
 33        (13) "Creditor"  includes  a  general creditor, a secured creditor, a lien
 34        creditor, and any representative of creditors, including an  assignee  for
 35        the  benefit  of creditors, a trustee in bankruptcy, a receiver in equity,
 36        and an executor or administrator of an insolvent  debtor's  or  assignor's
 37        estate.
 38        (14) "Defendant" includes a person in the position of defendant in a coun-
 39        terclaim, cross-claim, or third-party claim.
 40        (15) "Delivery,"  with  respect  to  an electronic document of title means
 41        voluntary transfer of control and with respect to an instrument, a  tangi-
 42        ble  document of title, or chattel paper, means voluntary transfer of pos-
 43        session.
 44        (16) "Document of title" means a record (i) that in the regular course  of
 45        business  or financing is treated as adequately evidencing that the person
 46        in possession or control of the record is entitled  to  receive,  control,
 47        hold,  and  dispose of the record and the goods the record covers and (ii)
 48        that purports to be issued by or addressed to a bailee and to cover  goods
 49        in  the  bailee's  possession  which are either identified or are fungible
 50        portions of an identified mass. The term includes a bill of lading, trans-
 51        port document, dock warrant, dock receipt, warehouse  receipt,  and  order
 52        for delivery of goods. An electronic document of title means a document of
 53        title  evidenced  by a record consisting of information stored in an elec-
 54        tronic medium. A tangible document of title means a document of title evi-
 55        denced by a record consisting of information that is inscribed on a tangi-
  1        ble medium.
  2        (17) "Fault" means a default, breach, or wrongful act or omission.
  3        (18) "Fungible goods" means:
  4             (A)  Goods of which any unit, by nature or usage  of  trade,  is  the
  5             equivalent of any other like unit; or
  6             (B)  Goods that by agreement are treated as equivalent.
  7        (19) "Genuine" means free of forgery or counterfeiting.
  8        (20) "Good faith" means honesty in fact in the conduct or transaction con-
  9        cerned.
 10        (21) "Holder" means:
 11             (A) The  person in possession of a negotiable instrument that is pay-
 12             able either to bearer or to an identified person that is  the  person
 13             in possession;
 14             (B) The  person  in  possession  of a negotiable tangible document of
 15             title if the goods are deliverable either to bearer or to  the  order
 16             of the person in possession; or
 17             (C) The  person  in  control  of  a negotiable electronic document of
 18             title.
 19        (22) "Insolvency proceeding" includes an assignment  for  the  benefit  of
 20        creditors  or  other  proceeding intended to liquidate or rehabilitate the
 21        estate of the person involved.
 22        (23) "Insolvent" means:
 23             (A)  Having generally ceased to pay debts in the ordinary  course  of
 24             business other than as a result of bona fide dispute;
 25             (B)  Being unable to pay debts as they become due; or
 26             (C)  Being insolvent within the meaning of federal bankruptcy law.
 27        (24) "Money" means a medium of exchange currently authorized or adopted by
 28        a  domestic  or  foreign  government. The term includes a monetary unit of
 29        account established by an intergovernmental organization or  by  agreement
 30        between two (2) or more countries.
 31        (25) "Organization" means a person other than an individual.
 32        (26) "Party," as distinguished from "third party," means a person that has
 33        engaged  in a transaction or made an agreement subject to the uniform com-
 34        mercial code.
 35        (27) "Person" means an individual, corporation,  business  trust,  estate,
 36        trust, partnership, limited liability company, association, joint venture,
 37        government,  governmental  subdivision, agency, or instrumentality, public
 38        corporation, or any other legal or commercial entity.
 39        (28) "Present value" means the amount as of a date certain of one  (1)  or
 40        more  sums payable in the future, discounted to the date certain by use of
 41        either an interest rate specified by the parties if that rate is not mani-
 42        festly unreasonable at the time the transaction is entered into or, if  an
 43        interest  rate  is  not  so specified, a commercially reasonable rate that
 44        takes into account the facts and circumstances at the time the transaction
 45        is entered into.
 46        (29) "Purchase" means taking by sale, lease, discount, negotiation,  mort-
 47        gage,  pledge,  lien,  security  interest,  issue or reissue, gift, or any
 48        other voluntary transaction creating an interest in property.
 49        (30) "Purchaser" means a person that takes by purchase.
 50        (31) "Record" means information that is inscribed on a tangible medium  or
 51        that  is  stored  in  an  electronic or other medium and is retrievable in
 52        perceivable form.
 53        (32) "Remedy" means any remedial right to  which  an  aggrieved  party  is
 54        entitled with or without resort to a tribunal.
 55        (33) "Representative" means a person empowered to act for another, includ-
  1        ing  an  agent, an officer of a corporation or association, and a trustee,
  2        executor, or administrator of an estate.
  3        (34) "Rights" includes remedy.
  4        (35) "Security interest" means an interest in personal  property  or  fix-
  5        tures  which  secures  payment  or performance of an obligation. "Security
  6        interest" includes any interest of a consignor and a  buyer  of  accounts,
  7        chattel paper, a payment intangible, or a promissory note in a transaction
  8        that  is  subject  to chapter 9, title 28, Idaho Code. "Security interest"
  9        does not include the special property interest of  a  buyer  of  goods  on
 10        identification  of  those  goods  to  a  contract  for  sale under section
 11        28-2-401, Idaho Code,  but a buyer may also acquire a "security  interest"
 12        by  complying  with  chapter  9, title 28, Idaho Code. Except as otherwise
 13        provided in section 28-2-505, Idaho Code, the right of a seller or  lessor
 14        of goods under chapter 2 or chapter 12, title 28, Idaho Code, to retain or
 15        acquire possession of the goods is not a "security interest," but a seller
 16        or lessor may also acquire a "security interest" by complying with chapter
 17        9, title 28, Idaho Code. The retention or reservation of title by a seller
 18        of  goods  notwithstanding shipment or delivery to the buyer under section
 19        28-2-401, Idaho Code, is limited in effect to a reservation of a "security
 20        interest." Whether a  transaction  in  the  form  of  a  lease  creates  a
 21        "security  interest"  is  determined  pursuant  to section 28-1-203, Idaho
 22        Code.
 23        (36) "Send" in connection with a writing, record, or notice means:
 24             (A)  To deposit in the mail or deliver for transmission by any  other
 25             usual  means  of  communication  with postage or cost of transmission
 26             provided for and properly addressed and, in the case  of  an  instru-
 27             ment,  to  an  address  specified  thereon or otherwise agreed, or if
 28             there be none to any address reasonable under the circumstances; or
 29             (B)  In any other way to cause to be received any  record  or  notice
 30             within the time it would have arrived if properly sent.
 31        (37) "Signed"  includes  using any symbol executed or adopted with present
 32        intention to adopt or accept a writing.
 33        (38) "State" means a state of the United States, the District of Columbia,
 34        Puerto Rico, the United States Virgin Islands, or any territory or insular
 35        possession subject to the jurisdiction of the United States.
 36        (39) "Surety" includes a guarantor or other secondary obligor.
 37        (40) "Term" means a portion of an agreement that relates to  a  particular
 38        matter.
 39        (41) "Unauthorized  signature"  means  a  signature  made  without actual,
 40        implied, or apparent authority. The term includes a forgery.
 41        (42) "Warehouse receipt" means a document of  title  issued  by  a  person
 42        engaged in the business of storing goods for hire.
 43        (43) "Written"  or  "writing" includes printing, typewriting, or any other
 44        intentional reduction to tangible form.

Statement of Purpose / Fiscal Impact

                       STATEMENT OF PURPOSE
                             RS 14250

This legislation is a trailer bill to Senate Bills 1227 and 1228. 
The purpose of this legislation is to provide a consistent set of
definitions between Article 1 and Article 7 of the Uniform
Commercial Code that were revised by Senate Bills 1227 and 1228.

                          FISCAL IMPACT

No fiscal impact on the General Fund.

Name:     Senator Bart M. Davis 
          (208) 332-1305
          Dale G. Higer, Uniform Law Commissioner
          (208) 387-4288
          Rex Blackburn, Uniform Law Commissioner
          (208) 489-8989

STATEMENT OF PURPOSE/FISCAL NOTE                       S 1440