Subject to additional
definitions contained in the subsequent Articles of this Title
which are applicable to specific Articles or Parts thereof, and
unless the context otherwise requires, in this Title:
(1) "Action" in the sense of a judicial proceeding includes
recoupment, counterclaim, set-off, suit in equity and any other
proceedings in which rights are determined.
(2) "Aggrieved party" means a party entitled to resort to a
remedy.
(3) "Agreement" means the bargain of the parties in fact as
found in their language or by implication from other
circumstances including course of dealing or usage of trade or
course of performance as provided in this Title (RCW 62A.1-205,
RCW 62A.2-208, and RCW 62A.2A-207). Whether an agreement has
legal consequences is determined by the provisions of this Title,
if applicable; otherwise by the law of contracts (RCW 62A.1-103).
(Compare "Contract".)
(4) "Bank" means any person engaged in the business of
banking.
(5) "Bearer" means the person in possession of an
instrument, document of title, or certificated security payable
to bearer or indorsed in blank.
(6) "Bill of lading" means a document evidencing the receipt
of goods for shipment issued by a person engaged in the business
of transporting or forwarding goods, and includes an airbill. "Airbill" means a document serving for air transportation as a
bill of lading does for marine or rail transportation, and
includes an air consignment note or air waybill.
(7) "Branch" includes a separately incorporated foreign
branch of a bank.
(8) "Burden of establishing" a fact means the burden of
persuading the triers of fact that the existence of the fact is
more probable than its non-existence.
(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 pre-existing 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 62A.2 RCW may be a buyer in ordinary
course of business. A person that acquires goods in a transfer
in bulk or as security for or in total or partial satisfaction of
a money debt is not a buyer in ordinary course of business.
(10) "Conspicuous": A term or clause is conspicuous when it
is so written that a reasonable person against whom it is to
operate ought to have noticed it. A printed heading in capitals
(as: NON-NEGOTIABLE BILL OF LADING) is conspicuous. Language in
the body of a form is "conspicuous" if it is in larger or other
contrasting type or color. But in a telegram any stated term is
"conspicuous". Whether a term or clause is "conspicuous" or not
is for decision by the court.
(11) "Contract" means the total legal obligation which
results from the parties' agreement as affected by this Title and
any other applicable rules of law. (Compare "Agreement".)
(12) "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.
(13) "Defendant" includes a person in the position of
defendant in a cross-action or counterclaim.
(14) "Delivery" with respect to instruments, documents of
title, chattel paper, or certificated securities means voluntary
transfer of possession.
(15) "Document of title" includes bill of lading, dock
warrant, dock receipt, warehouse receipt or order for the
delivery of goods, and also any other document which in the
regular course of business or financing is treated as adequately
evidencing that the person in possession of it is entitled to
receive, hold and dispose of the document and the goods it
covers. To be a document of title a document must purport to be
issued by or addressed to a bailee and purport to cover goods in
the bailee's possession which are either identified or are
fungible portions of an identified mass.
(16) "Fault" means wrongful act, omission or breach.
(17) "Fungible" with respect to goods or securities means
goods or securities of which any unit is, by nature or usage of
trade, the equivalent of any other like unit. Goods which are
not fungible shall be deemed fungible for the purposes of this
Title to the extent that under a particular agreement or document
unlike units are treated as equivalents.
(18) "Genuine" means free of forgery or counterfeiting.
(19) "Good faith" means honesty in fact in the conduct or
transaction concerned.
(20) "Holder" with respect to a negotiable instrument, means
the person in possession if the instrument is payable to bearer
or, in the case of an instrument payable to an identified person,
if the identified person is in possession. "Holder" with respect
to a document of title means the person in possession if the
goods are deliverable to bearer or to the order of the person in
possession.
(21) To "honor" is to pay or to accept and pay, or where a
credit so engages to purchase or discount a draft complying with
the terms of the credit.
(22) "Insolvency proceedings" includes any assignment for
the benefit of creditors or other proceedings intended to
liquidate or rehabilitate the estate of the person involved.
(23) A person is "insolvent" who either has ceased to pay
his or her debts in the ordinary course of business or cannot pay
his or her debts as they become due or is insolvent within the
meaning of the federal bankruptcy law.
(24) "Money" means a medium of exchange 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 nations.
(25) A person has "notice" of a fact when
(a) he or she has actual knowledge of it; or
(b) he or she has received a notice or notification of it;
or
(c) from all the facts and circumstances known to him or her
at the time in question he or she has reason to know that it
exists.
A person "knows" or has "knowledge" of a fact when he or she has
actual knowledge of it. "Discover" or "learn" or a word or
phrase of similar import refers to knowledge rather than to
reason to know. The time and circumstances under which a notice
or notification may cease to be effective are not determined by
this Title.
(26) A person "notifies" or "gives" a notice or notification
to another by taking such steps as may be reasonably required to
inform the other in ordinary course whether or not such other
actually comes to know of it. A person "receives" a notice or
notification when
(a) it comes to his or her attention; or
(b) it is duly delivered at the place of business through
which the contract was made or at any other place held out by him
or her as the place for receipt of such communications.
(27) Notice, knowledge or a notice or notification received
by an organization is effective for a particular transaction from
the time when it is brought to the attention of the individual
conducting that transaction, and in any event from the time when
it would have been brought to his or her attention if the
organization had exercised due diligence. An organization
exercises due diligence if it maintains reasonable routines for
communicating significant information to the person conducting
the transaction and there is reasonable compliance with the
routines. Due diligence does not require an individual acting
for the organization to communicate information unless such
communication is part of his or her regular duties or unless he
or she has reason to know of the transaction and that the
transaction would be materially affected by the information.
(28) "Organization" includes a corporation, government or
governmental subdivision or agency, business trust, estate,
trust, partnership or association, two or more persons having a
joint or common interest, or any other legal or commercial
entity.
(29) "Party", as distinct from "third party", means a person
who has engaged in a transaction or made an agreement within this
Title.
(30) "Person" includes an individual or an organization (See
RCW 62A.1-102).
(31) "Presumption" or "presumed" means that the trier of
fact must find the existence of the fact presumed unless and
until evidence is introduced which would support a finding of its
nonexistence.
(32) "Purchase" includes taking by sale, discount,
negotiation, mortgage, pledge, lien, security interest, issue or
re-issue, gift or any other voluntary transaction creating an
interest in property.
(33) "Purchaser" means a person who takes by purchase.
(34) "Remedy" means any remedial right to which an aggrieved
party is entitled with or without resort to a tribunal.
(35) "Representative" includes an agent, an officer of a
corporation or association, and a trustee, executor or
administrator of an estate, or any other person empowered to act
for another.
(36) "Rights" includes remedies.
(37) "Security interest" means an interest in personal
property or fixtures which secures payment or performance of an
obligation, except for lease-purchase agreements under chapter 63.19 RCW. The term also 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 9A.
The special property interest of a buyer of goods on
identification of such goods to a contract for sale under RCW62A.2-401
is not a "security interest", but a buyer may also
acquire a "security interest" by complying with Article 9A. Except as otherwise provided in RCW 62A.2-505, the right of a
seller or lessor of goods under Article 2 or 2A 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 9A. The retention or reservation of title
by a seller of goods notwithstanding shipment or delivery to the
buyer (RCW 62A.2-401) is limited in effect to a reservation of a
"security interest."
Whether a transaction creates a lease or security interest
is determined by the facts of each case. However, a transaction
creates a security interest if the consideration the lessee is to
pay the lessor for the right to possession and use of the goods
is an obligation for the term of the lease not subject to
termination by the lessee, and:
(a) The original term of the lease is equal to or greater
than the remaining economic life of the goods;
(b) The lessee is bound to renew the lease for the remaining
economic life of the goods or is bound to become the owner of the
goods;
(c) The lessee has an option to renew the lease for the
remaining economic life of the goods for no additional
consideration or nominal additional consideration upon compliance
with the lease agreement; or
(d) The lessee has an option to become the owner of the
goods for no additional consideration or nominal additional
consideration upon compliance with the lease agreement.
A transaction does not create a security interest merely
because it provides that:
(a) The present value of the consideration the lessee is
obligated to pay the lessor for the right to possession and use
of the goods is substantially equal to or is greater than the
fair market value of the goods at the time the lease is entered
into;
(b) The lessee assumes risk of loss of the goods, or agrees
to pay taxes, insurance, filing, recording, or registration fees,
or service or maintenance costs with respect to the goods;
(c) The lessee has an option to renew the lease or to become
the owner of the goods;
(d) The lessee has an option to renew the lease for a fixed
rent that is equal to or greater than the reasonably predictable
fair market rent for the use of the goods for the term of the
renewal at the time the option is to be performed;
(e) The lessee has an option to become the owner of the
goods for a fixed price that is equal to or greater than the
reasonably predictable fair market value of the goods at the time
the option is to be performed; or
(f) The amount of rental payments may or will be increased
or decreased by reference to the amount realized by the lessor
upon sale or disposition of the goods.
For purposes of this subsection (37):
(a) Additional consideration is not nominal if (i) when the
option to renew the lease is granted to the lessee the rent is
stated to be the fair market rent for the use of the goods for
the term of the renewal determined at the time the option is to
be performed, or (ii) when the option to become the owner of the
goods is granted to the lessee the price is stated to be the fair
market value of the goods determined at the time the option is to
be performed. Additional consideration is nominal if it is less
than the lessee's reasonably predictable cost of performing under
the lease agreement if the option is not exercised;
(b) "Reasonably predictable" and "remaining economic life of
the goods" are to be determined with reference to the facts and
circumstances at the time the transaction is entered into; and
(c) "Present value" means the amount as of a date certain of
one or more sums payable in the future, discounted to the date
certain. The discount is determined by the interest rate
specified by the parties if the rate is not manifestly
unreasonable at the time the transaction is entered into;
otherwise, the discount is determined by a commercially
reasonable rate that takes into account the facts and
circumstances of each case at the time the transaction was
entered into.
(38) "Send" in connection with any writing or notice means
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. The receipt of any writing or notice within the
time at which it would have arrived if properly sent has the
effect of a proper sending.
(39) "Signed" includes any symbol executed or adopted by a
party with present intention to authenticate a writing.
(40) "Surety" includes guarantor.
(41) "Telegram" includes a message transmitted by radio,
teletype, cable, any mechanical method of transmission, or the
like.
(42) "Term" means that portion of an agreement which relates
to a particular matter.
(43) "Unauthorized" signature means one made without actual,
implied or apparent authority and includes a forgery.
(44) "Value". Except as otherwise provided with respect to
negotiable instruments and bank collections (RCW 62A.3-303, RCW62A.4-210
, and RCW 62A.4-211) a person gives "value" for rights
if he or she acquires them
(a) in return for a binding commitment to extend credit or
for the extension of immediately available credit whether or not
drawn upon and whether or not a charge-back is provided for in
the event of difficulties in collection; or
(b) as security for or in total or partial satisfaction of a
preexisting claim; or
(c) by accepting delivery pursuant to a pre-existing
contract for purchase; or
(d) generally, in return for any consideration sufficient to
support a simple contract.
(45) "Warehouse receipt" means a receipt issued by a person
engaged in the business of storing goods for hire.
(46) "Written" or "writing" includes printing, typewriting
or any other intentional reduction to tangible form.
[2001 c 32 § 9; 2000 c 250 § 9A-802; 1996 c 77 § 1. Prior: 1993 c 230 § 2A-602; 1993 c 229 § 1; 1992 c 134 § 14; 1990 c 228 § 1; 1986 c 35 § 53; 1981 c 41 § 2; 1965 ex.s. c 157 § 1-201.]
NOTES:
Reviser's note: This table indicates the latest comparable
former Washington sources of the material contained in the
various subsections of RCW 62A.1-201. Complete histories of the
former sections are carried in the Revised Code of Washington
Disposition Tables.
| HEREIN SUBD. |
COMPARE FORMER |
|||
| (1) | RCW: | (i) 22.04.585(1) | ||
| (ii) 62.01.191 | ||||
| (iii) 63.04.755(1) | ||||
| (iv) 81.32.531(1) | ||||
| (2) | None | |||
| (3) | None | |||
| (4) | RCW: | (i) 30.52.010 | ||
| (ii) 62.01.191 | ||||
| (5) | RCW | 62.01.191 | ||
| (6) | RCW | 81.32.0111 | ||
| (7) | None | |||
| (8) | None | |||
| (9) | RCW | 61.20.010 | ||
| (10) | None | |||
| (11) | RCW: | (i) 63.04.040 | ||
| (ii) 63.04.720 | ||||
| (12) | None | |||
| (13) | RCW | 63.04.755(1) | ||
| (14) | RCW: | (i) 22.04.585(1) | ||
| (ii) 62.01.191 | ||||
| (iii) 63.04.755(1) | ||||
| (iv) 81.32.531(1) | ||||
| (15) | RCW | 63.04.755(1) | ||
| (16) | RCW | 63.04.755(1) | ||
| (17) | RCW: | (i) 22.04.585(1) | ||
| (ii) 63.04.060 | ||||
| (iii) 63.04.070 | ||||
| (iv) 63.04.755(1) | ||||
| (18) | None | |||
| (19) | RCW: | (i) 22.04.585(2) | ||
| (ii) 23.80.220(2) | ||||
| (iii) 63.04.755(2) | ||||
| (iv) 81.32.531(2) | ||||
| (20) | RCW: | (i) 22.04.585(1) | ||
| (ii) 62.01.191 | ||||
| (iii) 81.32.531(1) | ||||
| (21) | None | |||
| (22) | None | |||
| (23) | RCW | 63.04.755(3) | ||
| (24) | RCW | 62.01.006(5) | ||
| (25) | RCW | 62.01.056 | ||
| (26) | None | |||
| (27) | None | |||
| (28) | RCW: | (i) 22.04.585(1) | ||
| (ii) 23.80.220(1) | ||||
| (iii) 61.20.010 | ||||
| (iv) 62.01.191 | ||||
| (v) 63.04.755(1) | ||||
| (vi) 81.32.531(1) | ||||
| (29) | None | |||
| (30) | RCW: | (i) 22.04.585(1) | ||
| (ii) 23.80.220(1) | ||||
| (iii) 61.20.010 | ||||
| (iv) 62.01.191 | ||||
| (v) 63.04.755(1) | ||||
| (vi) 81.32.531(1) | ||||
| (31) | None | |||
| (32) | RCW: | (i) 22.04.585(1) | ||
| (ii) 23.80.220(1) | ||||
| (iii) 61.20.010 | ||||
| (iv) 63.04.755(1) | ||||
| (v) 81.32.531(1) | ||||
| (33) | RCW: | (i) 22.04.585(1) | ||
| (ii) 23.80.220(1) | ||||
| (iii) 61.20.010 | ||||
| (iv) 63.04.755(1) | ||||
| (v) 81.32.531(1) | ||||
| (34) | None | |||
| (35) | None | |||
| (36) | None | |||
| (37) | RCW | 61.20.010 | ||
| (38) | None | |||
| (39) | None | |||
| (40) | None | |||
| (41) | None | |||
| (42) | None | |||
| (43) | None | |||
| (44) | RCW: | (i) 22.04.585(1) | ||
| (ii) 23.80.220(1) | ||||
| (iii) 61.20.010 | ||||
| (iv) 62.01.025 | ||||
| (v) 62.01.026 | ||||
| (vi) 62.01.027 | ||||
| (vii) 62.01.191 | ||||
| (viii) 63.04.755(1) | ||||
| (ix) 81.32.531(1) | ||||
| (45) | RCW: | (i) 22.04.020 | ||
| (ii) 63.04.755(1) | ||||
| (46) | RCW | 62.01.191 | ||
Effective date -- 2001 c 32: See note following RCW62A.9A-102 .
Effective date -- 2000 c 250: See RCW 62A.9A-701.
Effective date -- 1993 c 230: See RCW 62A.11-110.
Recovery of attorneys' fees -- Effective date -- 1993 c 229: See RCW 62A.11-111 and 62A.11-112.
Short title -- Severability -- 1992 c 134: See RCW 63.19.900 and 63.19.901.
Effective date -- 1981 c 41: See RCW 62A.11-101.