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STATE OF OKLAHOMA
2nd Session of the 59th Legislature (2024)
HOUSE BILL 3323 By: Staires
AS INTRODUCED
An Act relating to the Uniform Commercial Code;
amending 12A O.S. 2021, Section 1 -201, which relates
to general definitions; defining central bank digital
currency; modifying definition; and providing an
effective date.
BE IT ENACTED BY THE PEOPLE OF THE STATE OF OKLAHOMA:
SECTION 1. AMENDATORY 12A O.S. 2021, Section 1 -201, is
amended to read as follow s:
Section 1-201. General Definitions and Principles of
Interpretation.
(a) Unless the context otherwise requires, words or phr ases
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:
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(1) "Action" in the sense of a judicial pro ceeding includes a
recoupment, counterclaim, setoff, suit in equity, and a ny 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 busine ss of banking
and includes a savings bank, savings and loan association, c redit
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 i n blank.
(6) "Bill of lading" means a document of title evidencing the
receipt of goods for shipment issued by a person engaged in t he
business of directly or indirectly transporting or forwarding goods .
The term does not include a warehouse receipt.
(7) "Branch" includes a separately incorporated foreign b ranch
of a bank.
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(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 t o the person comports with the usual or
customary practices in the kind of bus iness 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) "Central bank digital curren cy" means a digital currency,
a digital medium of exchange, or a digital monetary unit of account
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issued by the United States Federal R eserve System, a federal
agency, a foreign government, a for eign central bank, or a foreign
reserve system that is made directly available to a consumer by such
entities. The term includes a di gital currency, a digital medium of
exchange, or a digital monetary unit of account issued by the United
States Federal Reserve System, a federal agency , a foreign
government, a foreign central bank, or a foreign reserve system that
is processed or vali dated directly by such entities.
(11) "Conspicuous", with reference to a term means so written,
displayed, or presented that a reasonable person ag ainst whom it is
to operate ought to have not iced 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 same or lesser size;
and
(B) language in the body of a record or display in larger
type than 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.
(11) (12) "Consumer" means an individual who enters into a
transaction primarily for personal, family, or household purposes.
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(12) (13) "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) (14) "Creditor" includes a general creditor, a secured
creditor, a lien creditor, and any representative of creditors,
including an assignee for the benefit of cre ditors, a trustee in
bankruptcy, a receiver in equi ty, and an executor or administrator
of an insolvent debtor 's or assignor's estate.
(14) (15) "Defendant" includes a person in the position of
defendant in a counterclaim, cross-claim, or third-party claim.
(16) "Deposit account” means a demand, time, sav ings, passbook,
or similar account maintained with a bank. The term does not include
investment property, a United States central bank digital currency,
or an account evidenced by a certificate of deposit or an
instrument.
(15) (17) "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) (18) "Document of title" means a record that in the
regular course of business or financing is treated as adequa tely
evidencing that the person in possession or control of the record is
entitled to receive, control, hold, and dispose of the record and
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the goods the record covers and that purports to be issued by or
addressed to a bailee and to cover goods in the bai lee's possession
which are either identified or are fungible portions of an
identified mass. The term includes a bill of l ading, 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 tangibl e document of title means
a document of title evidenced by a record consisting of information
that is inscribed on a tangible medium.
(17) (19) "Fault" means a default, breach, or wrongful act or
omission.
(18) (20) "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) (21) "Genuine" means free of forgery or counterfeiting.
(20) (22) "Good faith", except as otherwise provi ded in Article
5 of this title, means honesty in fact and the observance of
reasonable commercial standards of fair dealing.
(21) (23) "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;
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(B) the person in possession of a document of title if the
goods are deliverable either to bearer or to the orde r
of the person in possession ; or
(C) the person in control of a negotiable electronic
document of title.
(22) (24) "Insolvency proceeding" includes any assignment for
the benefit of creditors or other proceeding intended to liquidate
or rehabilitate the estat e of the person involved.
(23) (25) "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.
(24) (26) "Money" means a medium of exchange aut horized or
adopted by a domestic or fore ign government. The term includes a
monetary unit of account established by an intergovernmental
organization or by agreement betwee n two or more countries. The
term does not include central bank digital currenc y.
(25) (27) "Organization" means a person other than an
individual.
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(26) (28) "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) (29) "Person" means an individual, corporation, business
trust, estate, trust, partnership, l imited liability company,
association, joint venture, government, governmental subdivision,
agency, or instrumentality, public corporat ion, or any other legal
or commercial entity.
(28) (30) "Present value" means the amount as of a date certain
of one or more sums payable in the future, di scounted to the date
certain by use of either an interest rate specified by the parties
if that rate is not manifestly unreasonable at the t ime 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) (31) "Purchase" means taking by sale, discount ,
negotiation, mortgage, pledge, lien, security interest, issue or
reissue, gift, or any other voluntary transac tion creating an
interest in property.
(30) (32) "Purchaser" means a person who takes by purchase.
(31) (33) "Record" means information that i s inscribed on a
tangible medium or that is stored in an electronic or other medium
and is retrievable in perceiva ble form.
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(32) (34) "Remedy" means any remedial right to which an
aggrieved party is entitled with or without resort to a tribunal.
(33) (35) "Representative" means a person empowe red to act for
another, including an agent, an officer of a corporation or
association, and a trustee, executor, or administrator of an estate.
(34) (36) "Right" includes remedy.
(35) (37) "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 trans action 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 for sale under Section 2 -401 of this
title, but a buyer may also acqui re a "security interest" by
complying with the provisio ns of Article 9 of this title. Except as
otherwise provided in Sec tion 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 buy er under Section 2-401 of this title
is limited in effect to a reservation of a "security interest".
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Whether a transactio n in the form of a lease creates security
interest is determined pursuant to Section 1 -203 of this title.
(36) (38) "Send" in connection with any 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 at which it would have arrived
if properly sent.
(37) (39) "Signed" includes any symbol execut ed or adopted with
present intention to adopt or accept a writing.
(38) (40) "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) (41) "Surety" includes guarantor or other secondary
obligor.
(40) (42) "Term" means a portion of an agreement which relates
to a particular matter.
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(41) (43) "Unauthorized signature" means a signature made
without actual, implied or apparent authority. The term includes a
forgery.
(42) (44) "Warehouse receipt" means a document of title issued
by a person engaged in the business of storing goods for hire.
(43) (45) "Writing" includes printing, typewriting, or any
other intentional reduction to tangib le form. "Written" has a
corresponding meaning.
SECTION 2. This act shall become effective November 1, 2024.
59-2-9112 MJ 01/15/24