401.201 General definitions.

1,121 words·~5 min read·/wi/chapter-401/401-201

A research copy — for the controlling text, always check the official state or federal source. Not legal advice.

(1)Unless the context otherwise requires, words or phrases defined in this section, or in the additional definitions contained in chs. 402 to 411 that apply to particular chapters or subchapters thereof, have the meanings stated.

(2)Subject to definitions contained in chs. 402 to 411 that apply to particular chapters or subchapters thereof, in chs. 401 to 411 :

(a)“Action,” in the sense of a judicial proceeding, includes recoupment, counterclaim, setoff, suit in equity, and any other proceeding in which rights are determined.

(am)“Aggrieved party” means a party entitled to pursue a remedy.

(b)“Agreement” 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 s. 401.303 . (Compare “Contract.”)

(c)“Bank” means a person engaged in the business of banking and includes a savings bank, savings and loan association, credit union, and trust company.

(cm)“Bearer” means a person in control of a negotiable electronic document of title or person in possession of an instrument, negotiable tangible document of title, or certificated security payable to bearer or endorsed in blank.

(d)“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.

(dm)“Branch” includes a separately incorporated foreign branch of a bank.

(e)“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.

(em)“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 ch. 402 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.

(f)“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 any of the following:

1. 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.

2. 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 surrounding text of the same size by symbols or other marks that call attention to the language.

(fm)“Consumer” means an individual who enters into a transaction primarily for personal, family, or household purposes.

(g)“Contract” means the total legal obligation that results from the parties’ agreement as determined by chs. 401 to 411 as supplemented by any other applicable laws. (Compare “Agreement.”)

(gm)“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.

(h)“Defendant” includes a person in the position of defendant in a counterclaim or 3rd party claim.

(hm)“Delivery” with respect to electronic documents of title means voluntary transfer of control and with respect to instruments, tangible documents of title, chattel paper, or certificated securities means voluntary transfer of possession.

(i)“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 is evidenced by a record consisting of information stored in an electronic medium. A tangible document of title is evidenced by a record consisting of information that is inscribed on a tangible medium.

(im)“Fault” means a wrongful act, omission, breach, or default.

(j)“Fungible goods” means any of the following:

1. Goods of which any unit, by nature or usage of trade, is the equivalent of any other like unit.

2. Goods which by agreement are treated as equivalent.

(jm)“Genuine” means free of forgery or counterfeiting.

(k)“Good faith” means honesty in fact in the conduct or transaction concerned.

(km)“Holder” means any of the following:

1. 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.

2. A 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.

3. A person in control of a negotiable electronic document of title.

(L)“Insolvency proceeding” includes an assignment for the benefit of creditors or other proceeding intended to liquidate or rehabilitate the estate of the person involved.

(Lm)“Insolvent” means any of the following:

1. Having generally ceased to pay debts in the ordinary course of business other than as a result of bona fide dispute.

2. Unable to pay debts as they become due.

3. Insolvent within the meaning of federal bankruptcy law.