1 STATE OF OKLAHOMA
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2 2nd Session of the 59th Legislature (2024)
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3 HOUSE BILL 3323 By: Staires
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6 AS INTRODUCED
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7 An Act relating to the Uniform Commercial Code;
7 amending 12A O.S. 2021, Section 1-201, which relates
8 to general definitions; defining central bank digital
8 currency; modifying definition; and providing an
9 effective date.
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12 BE IT ENACTED BY THE PEOPLE OF THE STATE OF OKLAHOMA:
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13 SECTION 1. AMENDATORY 12A O.S. 2021, Section 1-201, is
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14 amended to read as follows:
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15 Section 1-201. General Definitions and Principles of
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16 Interpretation.
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17 (a) Unless the context otherwise requires, words or phrases
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18 defined in this section, or in the additional definitions contained
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19 in other articles of the Uniform Commercial Code that apply to
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20 particular articles or parts thereof, have the meanings stated.
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21 (b) Subject to definitions contained in other articles of the
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22 Uniform Commercial Code that apply to particular articles or parts
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23 thereof:
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 1 (1) "Action" in the sense of a judicial proceeding includes a
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2 recoupment, counterclaim, setoff, suit in equity, and any other
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3 proceedings in which rights are determined.
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4 (2) "Aggrieved party" means a party entitled to pursue a
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5 remedy.
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6 (3) "Agreement", as distinguished from "contract", means the
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7 bargain of the parties in fact as found in their language or
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8 inferred from other circumstances including course of performance,
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9 course of dealing, or usage of trade as provided in Section 1-303 of
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10 this title.
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11 (4) "Bank" means a person engaged in the business of banking
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12 and includes a savings bank, savings and loan association, credit
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13 union, and trust company.
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14 (5) "Bearer" means a person in control of a negotiable
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15 electronic document of title or a person in possession of an
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16 instrument, negotiable tangible document of title, or certificated
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17 security payable to bearer or endorsed in blank.
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18 (6) "Bill of lading" means a document of title evidencing the
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19 receipt of goods for shipment issued by a person engaged in the
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20 business of directly or indirectly transporting or forwarding goods.
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21 The term does not include a warehouse receipt.
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22 (7) "Branch" includes a separately incorporated foreign branch
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23 of a bank.
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 1 (8) "Burden of establishing" means the burden of persuading the
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2 trier of fact that the existence of the fact is more probable than
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3 its nonexistence.
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4 (9) "Buyer in ordinary course of business" means a person that
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5 buys goods in good faith, without knowledge that the sale violates
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6 the rights of another person in the goods, and in the ordinary
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7 course from a person, other than a pawnbroker, in the business of
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8 selling goods of that kind. A person buys goods in the ordinary
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9 course if the sale to the person comports with the usual or
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10 customary practices in the kind of business in which the seller is
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11 engaged or with the seller's own usual or customary practices. A
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12 person that sells oil, gas, or other minerals at the wellhead or
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13 minehead is a person in the business of selling goods of that kind.
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14 A buyer in ordinary course of business may buy for cash, by exchange
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15 of other property, or on secured or unsecured credit, and may
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16 acquire goods or documents of title under a preexisting contract for
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17 sale. Only a buyer that takes possession of the goods or has a
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18 right to recover the goods from the seller under Article 2 may be a
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19 buyer in ordinary course of business. "Buyer in ordinary course of
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20 business" does not include a person that acquires goods in a
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21 transfer in bulk or as security for or total or partial satisfaction
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22 of a money debt.
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23 (10) "Central bank digital currency" means a digital currency,
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24 a digital medium of exchange, or a digital monetary unit of account
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 1 issued by the United States Federal Reserve System, a federal
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2 agency, a foreign government, a foreign central bank, or a foreign
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3 reserve system that is made directly available to a consumer by such
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4 entities. The term includes a digital currency, a digital medium of
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5 exchange, or a digital monetary unit of account issued by the United
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6 States Federal Reserve System, a federal agency, a foreign
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7 government, a foreign central bank, or a foreign reserve system that
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8 is processed or validated directly by such entities.
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9 (11) "Conspicuous", with reference to a term means so written,
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10 displayed, or presented that a reasonable person against whom it is
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11 to operate ought to have noticed it. Whether a term is
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12 "conspicuous" or not is a decision for the court. Conspicuous terms
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13 include the following:
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14 (A) a heading in capitals equal to or greater in size than
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15 the surrounding text, or in contrasting type, font, or
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16 color to the surrounding text of same or lesser size;
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17 and
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18 (B) language in the body of a record or display in larger
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19 type than the surrounding text of the same size, or
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20 set off from surrounding text of the same size by
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21 symbols or other marks that call attention to the
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22 language.
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23 (11) (12) "Consumer" means an individual who enters into a
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24 transaction primarily for personal, family, or household purposes.
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 1 (12) (13) "Contract", as distinguished from "agreement", means
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2 the total legal obligation that results from the parties' agreement
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3 as determined by the provisions of the Uniform Commercial Code as
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4 supplemented by any other applicable laws.
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5 (13) (14) "Creditor" includes a general creditor, a secured
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6 creditor, a lien creditor, and any representative of creditors,
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7 including an assignee for the benefit of creditors, a trustee in
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8 bankruptcy, a receiver in equity, and an executor or administrator
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9 of an insolvent debtor's or assignor's estate.
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10 (14) (15) "Defendant" includes a person in the position of
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11 defendant in a counterclaim, cross-claim, or third-party claim.
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12 (16) "Deposit account” means a demand, time, savings, passbook,
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13 or similar account maintained with a bank. The term does not include
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14 investment property, a United States central bank digital currency,
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15 or an account evidenced by a certificate of deposit or an
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16 instrument.
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17 (15) (17) "Delivery" with respect to an electronic document of
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18 title means voluntary transfer of control and with respect to an
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19 instrument, a tangible document of title, or chattel paper means
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20 voluntary transfer of possession.
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21 (16) (18) "Document of title" means a record that in the
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22 regular course of business or financing is treated as adequately
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23 evidencing that the person in possession or control of the record is
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24 entitled to receive, control, hold, and dispose of the record and
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 1 the goods the record covers and that purports to be issued by or
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2 addressed to a bailee and to cover goods in the bailee's possession
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3 which are either identified or are fungible portions of an
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4 identified mass. The term includes a bill of lading, transport
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5 document, dock warrant, dock receipt, warehouse receipt, and order
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6 for delivery of goods. An electronic document of title means a
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7 document of title evidenced by a record consisting of information
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8 stored in an electronic medium. A tangible document of title means
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9 a document of title evidenced by a record consisting of information
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10 that is inscribed on a tangible medium.
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11 (17) (19) "Fault" means a default, breach, or wrongful act or
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12 omission.
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13 (18) (20) "Fungible goods" means:
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14 (A) goods of which any unit, by nature or usage of trade,
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15 is the equivalent of any other like unit; or
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16 (B) goods that by agreement are treated as equivalent.
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17 (19) (21) "Genuine" means free of forgery or counterfeiting.
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18 (20) (22) "Good faith", except as otherwise provided in Article
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19 5 of this title, means honesty in fact and the observance of
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20 reasonable commercial standards of fair dealing.
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21 (21) (23) "Holder" means:
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22 (A) the person in possession of a negotiable instrument
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23 that is payable either to bearer or to an identified
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24 person that is the person in possession;
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 1 (B) the person in possession of a document of title if the
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2 goods are deliverable either to bearer or to the order
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3 of the person in possession; or
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4 (C) the person in control of a negotiable electronic
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5 document of title.
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6 (22) (24) "Insolvency proceeding" includes any assignment for
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7 the benefit of creditors or other proceeding intended to liquidate
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8 or rehabilitate the estate of the person involved.
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9 (23) (25) "Insolvent" means:
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10 (A) having generally ceased to pay debts in the ordinary
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11 course of business other than as a result of bona fide
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12 dispute;
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13 (B) being unable to pay debts as they become due; or
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14 (C) being insolvent within the meaning of the federal
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15 bankruptcy law.
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16 (24) (26) "Money" means a medium of exchange authorized or
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17 adopted by a domestic or foreign government. The term includes a
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18 monetary unit of account established by an intergovernmental
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19 organization or by agreement between two or more countries. The
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20 term does not include central bank digital currency.
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21 (25) (27) "Organization" means a person other than an
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22 individual.
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 1 (26) (28) "Party", as distinguished from "third party", means a
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2 person who has engaged in a transaction or made an agreement subject
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3 to the Uniform Commercial Code.
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4 (27) (29) "Person" means an individual, corporation, business
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5 trust, estate, trust, partnership, limited liability company,
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6 association, joint venture, government, governmental subdivision,
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7 agency, or instrumentality, public corporation, or any other legal
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8 or commercial entity.
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9 (28) (30) "Present value" means the amount as of a date certain
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10 of one or more sums payable in the future, discounted to the date
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11 certain by use of either an interest rate specified by the parties
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12 if that rate is not manifestly unreasonable at the time the
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13 transaction is entered into or, if an interest rate is not so
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14 specified, a commercially reasonable rate that takes into account
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15 the facts and circumstances at the time the transaction is entered
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16 into.
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17 (29) (31) "Purchase" means taking by sale, discount,
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18 negotiation, mortgage, pledge, lien, security interest, issue or
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19 reissue, gift, or any other voluntary transaction creating an
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20 interest in property.
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21 (30) (32) "Purchaser" means a person who takes by purchase.
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22 (31) (33) "Record" means information that is inscribed on a
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23 tangible medium or that is stored in an electronic or other medium
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24 and is retrievable in perceivable form.
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 1 (32) (34) "Remedy" means any remedial right to which an
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2 aggrieved party is entitled with or without resort to a tribunal.
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3 (33) (35) "Representative" means a person empowered to act for
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4 another, including an agent, an officer of a corporation or
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5 association, and a trustee, executor, or administrator of an estate.
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6 (34) (36) "Right" includes remedy.
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7 (35) (37) "Security interest" means an interest in personal
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8 property or fixtures which secures payment or performance of an
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9 obligation. "Security interest" includes any interest of a
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10 consignor and a buyer of accounts, chattel paper, a payment
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11 intangible, or a promissory note in a transaction that is subject to
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12 Article 9 of this title. "Security interest" does not include the
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13 special property interest of a buyer of goods on identification of
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14 those goods to a contract for sale under Section 2-401 of this
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15 title, but a buyer may also acquire a "security interest" by
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16 complying with the provisions of Article 9 of this title. Except as
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17 otherwise provided in Section 2-505 of this title, the right of a
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18 seller or lessor of goods under Article 2 or 2A of this title to
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19 retain or acquire possession of the goods is not a "security
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20 interest", but a seller or lessor may also acquire a "security
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21 interest" by complying with Article 9 of this title. The retention
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22 or reservation of title by a seller of goods notwithstanding
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23 shipment or delivery to the buyer under Section 2-401 of this title
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24 is limited in effect to a reservation of a "security interest".
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 1 Whether a transaction in the form of a lease creates security
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2 interest is determined pursuant to Section 1-203 of this title.
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3 (36) (38) "Send" in connection with any writing, record, or
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4 notice means:
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5 (A) to deposit in the mail or deliver for transmission by
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6 any other usual means of communication with postage or
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7 cost of transmission provided for and properly
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8 addressed and, in the case of an instrument, to an
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9 address specified thereon or otherwise agreed, or if
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10 there be none, to any address reasonable under the
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11 circumstances; or
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12 (B) in any other way to cause to be received any record or
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13 notice within the time at which it would have arrived
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14 if properly sent.
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15 (37) (39) "Signed" includes any symbol executed or adopted with
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16 present intention to adopt or accept a writing.
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17 (38) (40) "State" means a state of the United States, the
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18 District of Columbia, Puerto Rico, the United States Virgin Islands,
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19 or any territory or insular possession subject to the jurisdiction
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20 of the United States.
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21 (39) (41) "Surety" includes guarantor or other secondary
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22 obligor.
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23 (40) (42) "Term" means a portion of an agreement which relates
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24 to a particular matter.
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 1 (41) (43) "Unauthorized signature" means a signature made
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2 without actual, implied or apparent authority. The term includes a
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3 forgery.
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4 (42) (44) "Warehouse receipt" means a document of title issued
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5 by a person engaged in the business of storing goods for hire.
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6 (43) (45) "Writing" includes printing, typewriting, or any
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7 other intentional reduction to tangible form. "Written" has a
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8 corresponding meaning.
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9 SECTION 2. This act shall become effective November 1, 2024.
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