400.2A-103. Definitions and index of definitions.

MISSOURI STATUTES AND CODES

400.2A-103. Definitions and index of definitions.

Definitions and index of definitions.

400.2A-103. (1) In this Article unless the context otherwiserequires:

(a) "Buyer in ordinary course of business" means a person who in goodfaith and without knowledge that the sale to him or her is in violation ofthe ownership rights or security interest or leasehold interest of a thirdparty in the goods buys in ordinary course from a person in the business ofselling goods of that kind but does not include a pawnbroker. "Buying" maybe for cash or by exchange of other property or on secured or unsecuredcredit and includes receiving goods or documents of title under apreexisting contract for sale but does not include a transfer in bulk or assecurity for or in total or partial satisfaction of a money debt.

(b) "Cancellation" occurs when either party puts an end to the leasecontract for default by the other party.

(c) "Commercial unit" means such a unit of goods as by commercialusage is a single whole for purposes of lease and division of whichmaterially impairs its character or value on the market or in use. Acommercial unit may be a single article, as a machine, or a set ofarticles, as a suite of furniture or a line of machinery, or a quantity, asa gross or carload, or any other unit treated in use or in the relevantmarket as a single whole.

(d) "Conforming" goods or performance under a lease contract meansgoods or performance that are in accordance with the obligations under thelease contract.

(e) "Consumer lease" means a lease that a lessor regularly engaged inthe business of leasing or selling makes to a lessee who is an individualand who takes under the lease primarily for a personal, family, orhousehold purpose, if the total payments to be made under the leasecontract, excluding payments for option to renew or buy, do not exceedfifty thousand dollars.

(f) "Fault" means wrongful act, omission, breach, or default.

(g) "Finance lease" means a lease with respect to which:

(i) the lessor does not select, manufacture, or supply the goods;

(ii) the lessor acquires the goods or the right to possession and useof the goods in connection with the lease; and

(iii) one of the following occurs:

(A) the lessee receives a copy of the contract by which the lessoracquired the goods or the right to possession and use of the goods beforesigning the lease contract;

(B) the lessee's approval of the contract by which the lessoracquired the goods or the right to possession and use of the goods is acondition to effectiveness of the lease contract;

(C) the lessor (aa) informs the lessee in writing of the identity ofthe supplier, unless the lessee has selected the supplier and directed thelessor to purchase the goods from the supplier, (bb) informs the lessee inwriting that the lessee may have rights under the contract evidencing thelessor's purchase of the goods, and (cc) advised the lessee in writing tocontact the supplier for a description of any such rights, or

(D) the lease contract discloses all warranties and other rightsprovided to the lessee by the lessor and supplier in connection with thelease contract and informs the lessee that there are no warranties or otherrights provided to the lessee by the lessor and supplier other than thosedisclosed in the lease contract.

(h) "Goods" means all things that are movable at the time ofidentification to the lease contract, or are fixtures as defined in Section400.2A-309, but the term does not include money, documents, instruments,accounts, chattel paper, general intangibles, or minerals or the like,including oil and gas, before extraction. The term also includes theunborn young of animals.

(i) "Installment lease contract" means a lease contract thatauthorizes or requires the delivery of goods in separate lots to beseparately accepted, even though the lease contract contains a clause "eachdelivery is a separate lease" or its equivalent.

(j) "Lease" means a transfer of the right to possession and use ofgoods for a term in return for consideration, but a sale, including a saleon approval or a sale or return, or retention or creation of a securityinterest is not a lease. Unless the context clearly indicates otherwise,the term includes a sublease.

(k) "Lease agreement" means the bargain, with respect to the lease,of the lessor and the lessee in fact as found in their language or byimplication from other circumstances including course of dealing or usageof trade or course of performance as provided in this Article. Unless thecontext clearly indicates otherwise, the term includes a subleaseagreement.

(l) "Lease contract" means the total legal obligation that resultsfrom the lease agreement as affected by this Article and any otherapplicable rules of law. Unless the context clearly indicates otherwise,the term includes a sublease contract.

(m) "Leasehold interest" means the interest of the lessor or thelessee under a lease contract.

(n) "Lessee" means a person who acquires the right to possession anduse of goods under a lease. Unless the context clearly indicatesotherwise, the term includes a sublessee.

(o) "Lessee in ordinary course of business" means a person who ingood faith and without knowledge that the lease to him or her is inviolation of the ownership rights or security interest or leaseholdinterest of a third party in the goods leases in ordinary course from aperson in the business of selling or leasing goods of that kind but doesnot include a pawnbroker. "Leasing" may be for cash or by exchange ofother property or on secured or unsecured credit and includes receivinggoods or documents of title under a preexisting lease contract but does notinclude a transfer in bulk or as security for or in total or partialsatisfaction of a money debt.

(p) "Lessor" means a person who transfers the right to possession anduse of goods under a lease. Unless the context clearly indicatesotherwise, the term includes a sublessor.

(q) "Lessor's residual interest" means the lessor's interest in thegoods after expiration, termination, or cancellation of the lease contract.

(r) "Lien" means a charge against or interest in goods to securepayment of a debt or performance of an obligation, but the term does notinclude a security interest.

(s) "Lot" means a parcel or a single article that is the subjectmatter of a separate lease or delivery, whether or not it is sufficient toperform the lease contract.

(t) "Merchant lessee" means a lessee that is a merchant with respectto goods of the kind subject to the lease.

(u) "Present value" means the amount as of a date certain of one ormore sums payable in the future, discounted to the date certain. Thediscount is determined by the interest rate specified by the parties if therate was not manifestly unreasonable at the time the transaction wasentered into; otherwise, the discount is determined by a commerciallyreasonable rate that takes into account the facts and circumstances of eachcase at the time the transaction was entered into.

(v) "Purchase" includes taking by sale, lease, mortgage, securityinterest, pledge, gift, or any other voluntary transaction creating aninterest in goods.

(w) "Sublease" means a lease of goods the right to possession and useof which was acquired by the lessor as a lessee under an existing lease.

(x) "Supplier" means a person from whom a lessor buys or leases goodsto be leased under a finance lease.

(y) "Supply contract" means a contract under which a lessor buys orleases goods to be leased.

(z) "Termination" occurs when either party pursuant to a powercreated by agreement or law puts an end to the lease contract otherwisethan for default.

(2) Other definitions applying to this Article and the sections inwhich they appear are:

"Accessions". Section 400.2A-310(1).

"Construction mortgage". Section 400.2A-309(1)(d).

"Encumbrance". Section 400.2A-309(1)(e).

"Fixtures". Section 400.2A-309(1)(a).

"Fixture filing". Section 400.2A-309(1)(b).

"Purchase money lease". Section 400.2A-309(1)(c).

(3) The following definitions in other articles apply to thisArticle:

"Account". Section 400.9-102(a)(2).

"Between merchants". Section 400.2-104(3).

"Buyer". Section 400.2-103(1)(a).

"Chattel paper". Section 400.9-102(a)(10).