Chapter 409

409.102(1)(jm) (jm) “Financing statement” means a record or records composed of an initial financing statement and any filed record relating to the initial financing statement.

409.102(1)(js) (js) “Fixture filing” means the filing of a financing statement covering goods that are or are to become fixtures and satisfying s. 409.502 (1) and (2). The term includes the filing of a financing statement covering goods of a transmitting utility which are or are to become fixtures.

409.102(1)(k) (k) “Fixtures” means goods that have become so related to particular real property that an interest in them arises under real property law.

409.102(1)(kg) (kg) “General intangible” means any personal property, including things in action, other than accounts, chattel paper, commercial tort claims, deposit accounts, documents, goods, instruments, investment property, letter-of-credit rights, letters of credit, money, and oil, gas, or other minerals before extraction. The term includes payment intangibles and software.

409.102(1)(km) (km) “Good faith” means honesty in fact in the conduct or transaction concerned.

409.102(1)(ks) (ks) “Goods” means all things that are movable when a security interest attaches. The term includes fixtures; standing timber that is to be cut and removed under a conveyance or contract for sale; the unborn young of animals; crops grown, growing, or to be grown, even if the crops are produced on trees, vines, or bushes; and manufactured homes. The term also includes a computer program embedded in goods and any supporting information provided in connection with a transaction relating to the program if the program is associated with the goods in such a manner that it customarily is considered part of the goods, or by becoming the owner of the goods, a person acquires a right to use the program in connection with the goods. The term does not include a computer program embedded in goods that consist solely of the medium in which the program is embedded. The term also does not include accounts, chattel paper, commercial tort claims, deposit accounts, documents, general intangibles, instruments, investment property, letter-of-credit rights, letters of credit, money, or oil, gas, or other minerals before extraction.

409.102(1)(L) (L) “Governmental unit” means a subdivision, agency, department, county, parish, municipality, or other unit of the government of the United States, a state, or a foreign country. The term includes an organization having a separate corporate existence if the organization is eligible to issue debt on which interest is exempt from income taxation under the laws of the United States.

409.102(1)(Lg) (Lg) “Health-care-insurance receivable” means an interest in or claim under a policy of insurance which is a right to payment of a monetary obligation for health-care goods or services provided.

409.102(1)(Lm) (Lm) “Instrument” means a negotiable instrument or any other writing that evidences a right to the payment of a monetary obligation, is not itself a security agreement or lease, and is of a type that in ordinary course of business is transferred by delivery with any necessary endorsement or assignment. The term does not include investment property; letters of credit; or writings that evidence a right to payment arising out of the use of a credit or charge card or information contained on or for use with the card.

409.102(1)(Ls) (Ls) “Inventory” means goods, other than farm products, which:

409.102(1)(Ls)1. 1. Are leased by a person as lessor;

409.102(1)(Ls)2. 2. Are held by a person for sale or lease or to be furnished under a contract of service;

409.102(1)(Ls)3. 3. Are furnished by a person under a contract of service; or

409.102(1)(Ls)4. 4. Consist of raw materials, work in process, or materials used or consumed in a business.

409.102(1)(m) (m) “Investment property” means a security, whether certificated or uncertificated, security entitlement, securities account, commodity contract, or commodity account.

409.102(1)(mcm) (mcm) “Issuer” means a bank or other person that issues a letter of credit, but does not include an individual who makes an engagement for personal, family, or household purposes.

409.102(1)(mg) (mg) “Jurisdiction of organization,” with respect to a registered organization, means the jurisdiction under whose law the organization is formed or organized.

409.102(1)(mkm) (mkm) “Letter of credit” means a definite undertaking that satisfies the requirements of s. 405.104 by an issuer to a beneficiary at the request or for the account of an applicant or, in the case of a financial institution, to itself or for its own account, to honor a documentary presentation by payment or delivery of an item of value.

409.102(1)(mm) (mm) “Letter-of-credit right” means a right to payment or performance under a letter of credit, whether or not the beneficiary has demanded or is at the time entitled to demand payment or performance. The term does not include the right of a beneficiary to demand payment or performance under a letter of credit.

409.102(1)(ms) (ms) “Lien creditor” means:

409.102(1)(ms)1. 1. A creditor that has acquired a lien on the property involved by attachment, levy, or the like;

409.102(1)(ms)2. 2. An assignee for benefit of creditors from the time of assignment;

409.102(1)(ms)3. 3. A trustee in bankruptcy from the date of the filing of the petition; or

409.102(1)(ms)4. 4. A receiver in equity from the time of appointment.

409.102(1)(n) (n) “Manufactured home” means a structure, transportable in one or more sections, which, in the traveling mode, is 8 body feet or more in width or 40 body feet or more in length, or, when erected on site, is 320 or more square feet, and which is built on a permanent chassis and designed to be used as a dwelling with or without a permanent foundation when connected to the required utilities, and includes the plumbing, heating, air-conditioning, and electrical systems contained therein. The term includes any structure that meets all of the requirements of this paragraph except the size requirements and with respect to which the manufacturer voluntarily files a certification required by the U.S. secretary of housing and urban development and complies with the standards established under title 42 of the U.S. code.

409.102(1)(ng) (ng) “Manufactured-home transaction” means a secured transaction:

409.102(1)(ng)1. 1. That creates a purchase-money security interest in a manufactured home, other than a manufactured home held as inventory; or

409.102(1)(ng)2. 2. In which a manufactured home, other than a manufactured home held as inventory, is the primary collateral.

409.102(1)(nm) (nm) “Mortgage” means a consensual interest in real property, including fixtures, which secures payment or performance of an obligation.

409.102(1)(ns) (ns) “New debtor” means a person that becomes bound as a debtor under s. 409.203 (4) by a security agreement previously entered into by another person.

409.102(1)(o) (o) “New value” means money; money’s worth in property, services, or new credit; or release by a transferee of an interest in property previously transferred to the transferee. The term does not include an obligation substituted for another obligation.

409.102(1)(odm) (odm) “Nominated person” means a person whom the issuer:

409.102(1)(odm)1. 1. Designates or authorizes to pay, accept, negotiate, or otherwise give value under a letter of credit; and

409.102(1)(odm)2. 2. Undertakes by agreement or custom and practice to reimburse.

409.102(1)(og) (og) “Noncash proceeds” means proceeds other than cash proceeds.

409.102(1)(om) (om) “Obligor” means a person that, with respect to an obligation secured by a security interest in or an agricultural lien on the collateral, owes payment or other performance of the obligation; has provided property other than the collateral to secure payment or other performance of the obligation; or is otherwise accountable in whole or in part for payment or other performance of the obligation. The term does not include issuers or nominated persons under a letter of credit.

409.102(1)(os) (os) “Original debtor,” except as used in s. 409.310 (3), means a person that, as a debtor, entered into a security agreement to which a new debtor has become bound under s. 409.203 (4).

409.102(1)(p) (p) “Payment intangible” means a general intangible under which the account debtor’s principal obligation is a monetary obligation.

409.102(1)(pg) (pg) “Person related to,” with respect to an individual, means:

409.102(1)(pg)1. 1. The spouse of the individual;

409.102(1)(pg)2. 2. A brother, brother-in-law, sister, or sister-in-law of the individual;

409.102(1)(pg)3. 3. An ancestor or lineal descendant of the individual or the individual’s spouse; or

409.102(1)(pg)4. 4. Any other relative, by blood or marriage, of the individual or the individual’s spouse who shares the same home with the individual.

409.102(1)(pm) (pm) “Person related to,” with respect to an organization, means:

409.102(1)(pm)1. 1. A person directly or indirectly controlling, controlled by, or under common control with the organization;

409.102(1)(pm)2. 2. An officer or director of, or a person performing similar functions with respect to, the organization;

409.102(1)(pm)3. 3. An officer or director of, or a person performing similar functions with respect to, a person described in subd. 1.;

409.102(1)(pm)4. 4. The spouse of an individual described in subd. 1., 2., or 3.; or

409.102(1)(pm)5. 5. An individual who is related by blood or marriage to an individual described in subd. 1., 2., 3., or 4. and shares the same home with the individual.

409.102(1)(ps) (ps) “Proceeds,” except as used in s. 409.609 (2), means the following property:

409.102(1)(ps)1. 1. Whatever is acquired upon the sale, lease, license, exchange, or other disposition of collateral;

409.102(1)(ps)2. 2. Whatever is collected on, or distributed on account of, collateral;

409.102(1)(ps)3. 3. Rights arising out of collateral;

409.102(1)(ps)4. 4. To the extent of the value of collateral, claims arising out of the loss, nonconformity, or interference with the use of, defects or infringement of rights in, or damage to, the collateral; or

409.102(1)(ps)5. 5. To the extent of the value of collateral and to the extent payable to the debtor or the secured party, insurance payable by reason of the loss or nonconformity of, defects or infringement of rights in, or damage to, the collateral.

409.102(1)(ptm) (ptm) “Proceeds of a letter of credit” means the cash, check, accepted draft, or other item of value paid or delivered upon honor or giving of value by the issuer or any nominated person under the letter of credit. The term does not include a beneficiary’s drawing rights or documents presented by the beneficiary.

409.102(1)(pu) (pu) “Production-money crops” means crops that secure a production-money obligation incurred with respect to the production of those crops.

409.102(1)(pv) (pv) “Production-money obligation” means an obligation of an obligor incurred for new value given to enable the debtor to produce crops if the value is in fact used for the production of the crops.

409.102(1)(pw) (pw) “Production of crops” means the use of seed, fertilizer, or chemicals for growing crops or protecting them from damage or disease.

409.102(1)(q) (q) “Promissory note” means an instrument that evidences a promise to pay a monetary obligation, does not evidence an order to pay, and does not contain an acknowledgment by a bank that the bank has received for deposit a sum of money or funds.

409.102(1)(qg) (qg) “Proposal” means a record authenticated by a secured party which includes the terms on which the secured party is willing to accept collateral in full or partial satisfaction of the obligation it secures pursuant to ss. 409.620, 409.621, and 409.622.

409.102(1)(qm) (qm) “Public-finance transaction” means a secured transaction in connection with which:

409.102(1)(qm)1. 1. Debt securities are issued;

409.102(1)(qm)2. 2. All or a portion of the securities issued have an initial stated maturity of at least 20 years; and

409.102(1)(qm)3. 3. The debtor, obligor, secured party, account debtor or other person obligated on collateral, assignor or assignee of a secured obligation, or assignor or assignee of a security interest is a state or a governmental unit of a state.

409.102(1)(qp) (qp) “Public organic record” means a record that is available to the public for inspection and is:

409.102(1)(qp)1. 1. A record consisting of the record initially filed with or issued by a state or the United States to form or organize an organization and any record filed with or issued by the state or the United States which amends or restates the initial record;

409.102(1)(qp)2. 2. An organic record of a business trust consisting of the record initially filed with a state and any record filed with the state which amends or restates the initial record, if a statute of the state governing business trusts requires that the record be filed with the state; or

409.102(1)(qp)3. 3. A record consisting of legislation enacted by the legislature of a state or the Congress of the United States which forms or organizes an organization, any record amending the legislation, and any record filed with or issued by the state or the United States which amends or restates the name of the organization.

409.102(1)(qs) (qs) “Pursuant to commitment”, with respect to an advance made or other value given by a secured party, means pursuant to the secured party’s obligation, whether or not a subsequent event of default or other event not within the secured party’s control has relieved or may relieve the secured party from its obligation.

409.102(1)(r) (r) “Record,” except as used in “for record,” “of record,” “record or legal title,” and “record owner,” means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form.

409.102(1)(rg) (rg) “Registered organization” means an organization formed or organized solely under the law of a single state or the United States by the filing of a public organic record with, the issuance of a public organic record by, or the enactment of legislation by the state or the United States. The term includes a business trust that is formed or organized under the law of a single state if a statute of the state governing business trusts requires that the business trust’s organic record be filed with the state.

409.102(1)(rm) (rm) “Secondary obligor” means an obligor to the extent that:

409.102(1)(rm)1. 1. The obligor’s obligation is secondary; or

409.102(1)(rm)2. 2. The obligor has a right of recourse with respect to an obligation secured by collateral against the debtor, another obligor, or property of either.

409.102(1)(rs) (rs) “Secured party” means:

409.102(1)(rs)1. 1. A person in whose favor a security interest is created or provided for under a security agreement, whether or not any obligation to be secured is outstanding;

409.102(1)(rs)2. 2. A person that holds an agricultural lien;

409.102(1)(rs)3. 3. A consignor;

409.102(1)(rs)4. 4. A person to which accounts, chattel paper, payment intangibles, or promissory notes have been sold;

409.102(1)(rs)5. 5. A trustee, indenture trustee, agent, collateral agent, or other representative in whose favor a security interest or agricultural lien is created or provided for; or

409.102(1)(rs)6. 6. A person that holds a security interest arising under s. 402.401, 402.505, 402.711 (3), 404.210, 405.118, or 411.508 (5).

409.102(1)(s) (s) “Security agreement” means an agreement that creates or provides for a security interest.

409.102(1)(sg) (sg) “Send,” in connection with a record or notification, means:

409.102(1)(sg)1. 1. To deposit in the mail, deliver for transmission, or transmit by any other usual means of communication, with postage or cost of transmission provided for, addressed to any address reasonable under the circumstances; or

409.102(1)(sg)2. 2. To cause the record or notification to be received within the time that it would have been received if properly sent under subd. 1.

409.102(1)(sm) (sm) “Software” means a computer program and any supporting information provided in connection with a transaction relating to the program. The term does not include a computer program that is included in the definition of goods.

409.102(1)(ss) (ss) “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.

409.102(1)(t) (t) “Supporting obligation” means a letter-of-credit right or secondary obligation that supports the payment or performance of an account, chattel paper, a document, a general intangible, an instrument, or investment property.