Vermont § 102 - § 9—102.

§ 102. § 9—102.

• Definitions and index of definitions (a) In this article: (1) “Accession” means goods that are physically united with other goods in such a manner
  that the identity of the original goods is not lost. (2) “Account,” except as used in “account for,” “account statement,” “account to,” “commodity
  account” in subdivision (14) of this subsection, “customer’s account,” “deposit account”
  in subdivision (29) of this subsection, “on account of,” and “statement of account,”
  means a right to payment of a monetary obligation, whether or not earned by performance,
  (i) for property that has been or is to be sold, leased, licensed, assigned, or otherwise
  disposed of, (ii) for services rendered or to be rendered, (iii) for a policy of insurance
  issued or to be issued, (iv) for a secondary obligation incurred or to be incurred,
  (v) for energy provided or to be provided, (vi) for the use or hire of a vessel under
  a charter or other contract, (vii) arising out of the use of a credit or charge card
  or information contained on or for use with the card, or (viii) as winnings in a lottery
  or other game of chance operated or sponsored by a state, governmental unit of a state,
  or person licensed or authorized to operate the game by a state or governmental unit
  of a state. The term includes controllable accounts and health-care-insurance receivables.
  The term does not include (i) chattel paper, (ii) commercial tort claims, (iii) deposit
  accounts, (iv) investment property, (v) letter-of-credit rights or letters of credit,
  (vi) rights to payment for money or funds advanced or sold, other than rights arising
  out of the use of a credit or charge card or information contained on or for use with
  the card, or (vii) rights to payment evidenced by an instrument. (3) “Account debtor” means a person obligated on an account, chattel paper, or general
  intangible. The term does not include persons obligated to pay a negotiable instrument,
  even if the negotiable instrument evidences chattel paper. (4) “Accounting,” except as used in “accounting for,” means a record: (A) signed by a secured party; (B) indicating the aggregate unpaid secured obligations as of a date not more than 35
  days earlier or 35 days later than the date of the record; and (C) identifying the components of the obligations in reasonable detail. (5) “Agricultural lien” means an interest, other than a security interest, in farm products: (A) which secures payment or performance of an obligation for: (i) goods or services furnished in connection with a debtor’s farming operation; or (ii) rent on real property leased by a debtor in connection with its farming operation; (B) which is created by statute in favor of a person that: (i) in the ordinary course of its business furnished goods or services to a debtor in
  connection with a debtor’s farming operation; or (ii) leased real property to a debtor in connection with the debtor’s farming operation;
  and (C) whose effectiveness does not depend on the person’s possession of the personal property. (6) “As-extracted collateral” means: (A) oil, gas, or other minerals that are subject to a security interest that: (i) is created by a debtor having an interest in the minerals before extraction; and (ii) attaches to the minerals as extracted; or (B) accounts arising out of the sale at the wellhead or minehead of oil, gas, or other
  minerals in which the debtor had an interest before extraction. (7) [Reserved.] (7A) “Assignee,” except as used in “assignee for benefit of creditors,” means a person
  (i) in whose favor a security interest that secures an obligation is created or provided
  for under a security agreement, whether or not the obligation is outstanding or (ii)
  to which an account, chattel paper, payment intangible, or promissory note has been
  sold. The term includes a person to which a security interest has been transferred
  by a secured party. (7B) “Assignor” means a person that (i) under a security agreement creates or provides
  for a security interest that secures an obligation or (ii) sells an account, chattel
  paper, payment intangible, or promissory note. The term includes a secured party that
  has transferred a security interest to another person. (8) “Bank” means an organization that is engaged in the business of banking. The term
  includes savings banks, savings and loan associations, credit unions, and trust companies. (9) “Cash proceeds” means proceeds that are money, checks, deposit accounts, or the like. (10) “Certificate of title” means a certificate of title with respect to which a statute
  provides for the security interest in question to be indicated on the certificate
  as a condition or result of the security interest’s obtaining priority over the rights
  of a lien creditor with respect to the collateral. The term includes another record
  maintained as an alternative to a certificate of title by the governmental unit that
  issues certificates of title if a statute permits the security interest in question
  to be indicated on the record as a condition or result of the security interest’s
  obtaining priority over the rights of a lien creditor with respect to the collateral. (11) “Chattel paper” means: (A) a right to payment of a monetary obligation secured by specific goods, if the right
  to payment and security agreement are evidenced by a record; or (B) a right to payment of a monetary obligation owed by a lessee under a lease agreement
  with respect to specific goods and a monetary obligation owed by the lessee in connection
  with the transaction giving rise to the lease, if: (i) the right to payment and lease agreement are evidenced by a record; and (ii) the predominant purpose of the transaction giving rise to the lease was to give the
  lessee the right to possession and use of the goods. The term does not include a right to payment arising out of a charter or other contract
  involving the use or hire of a vessel or 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. (12) “Collateral” means the property subject to a security interest or agricultural lien.
  The term includes: (A) proceeds to which a security interest attaches; (B) accounts, chattel paper, payment intangibles, and promissory notes that have been
  sold; and (C) goods that are the subject of a consignment. (13) “Commercial tort claim” means a claim arising in tort with respect to which: (A) the claimant is an organization; or (B) the claimant is an individual and the claim: (i) arose in the course of the claimant’s business or profession; and (ii) does not include damages arising out of personal injury to or the death of an individual. (14) “Commodity account” means an account maintained by a commodity intermediary in which
  a commodity contract is carried for a commodity customer. (15) “Commodity contract” means a commodity futures contract, an option on a commodity
  futures contract, a commodity option, or another contract if the contract or option
  is: (A) traded on or subject to the rules of a board of trade that has been designated as
  a contract market for such a contract pursuant to federal commodities laws; or (B) traded on a foreign commodity board of trade, exchange, or market, and is carried
  on the books of a commodity intermediary for a commodity customer. (16) “Commodity customer” means a person for which a commodity intermediary carries a commodity
  contract on its books. (17) “Commodity intermediary” means a person that: (A) is registered as a futures commission merchant under federal commodities law; or (B) in the ordinary course of its business provides clearance or settlement services for
  a board of trade that has been designated as a contract market pursuant to federal
  commodities law. (18) “Communicate” means: (A) to send a written or other tangible record; (B) to transmit a record by any means agreed upon by the persons sending and receiving
  the record; or (C) in the case of transmission of a record to or by a filing office, to transmit a record
  by any means prescribed by filing-office rule. (19) “Consignee” means a merchant to which goods are delivered in a consignment. (20) “Consignment” means a transaction, regardless of its form, in which a person delivers
  goods to a merchant for the purpose of sale and: (A) the merchant: (i) deals in goods of that kind under a name other than the name of the person making
  delivery; (ii) is not an auctioneer; and (iii) is not generally known by its creditors to be substantially engaged in selling the
  goods of others; (B) with respect to each delivery, the aggregate value of the goods is $1,000.00 or more
  at the time of delivery; (C) the goods are not consumer goods immediately before delivery; and (D) the transaction does not create a security interest that secures an obligation. (21) “Consignor” means a person that delivers goods to a consignee in a consignment. (22) “Consumer debtor” means a debtor in a consumer transaction. (23) “Consumer goods” means goods that are used or bought for use primarily for personal,
  family, or household purposes. (24) “Consumer-goods transaction” means a consumer transaction in which: (A) an individual incurs an obligation primarily for personal, family, or household purposes;
  and (B) a security interest in consumer goods secures the obligation. (25) “Consumer obligor” means an obligor who is an individual and who incurred the obligation
  as part of a transaction entered into primarily for personal, family, or household
  purposes. (26) “Consumer transaction” means a transaction in which (i) an individual incurs an obligation
  primarily for personal, family, or household purposes, (ii) a security interest secures
  the obligation, and (iii) the collateral is held or acquired primarily for personal,
  family, or household purposes. The term includes consumer-goods transactions. (27) “Continuation statement” means an amendment of a financing statement which: (A) identifies, by its file number, the initial financing statement to which it relates;
  and (B) indicates that it is a continuation statement for, or that it is filed to continue
  the effectiveness of, the identified financing statement. (27A) “Controllable account” means an account evidenced by a controllable electronic record
  that provides that the account debtor undertakes to pay the person that has control
  under section 12—105 of this title of the controllable electronic record. (27B) “Controllable payment intangible” means a payment intangible evidenced by a controllable
  electronic record that provides that the account debtor undertakes to pay the person
  that has control under section 12—105 of this title of the controllable electronic record. (28) “Debtor” means: (A) a person having an interest, other than a security interest or other lien, in the
  collateral, whether or not the person is an obligor; (B) a seller of accounts, chattel paper, payment intangibles, or promissory notes; or (C) a consignee. (29) “Deposit account” means a demand, time, savings, passbook, or similar account maintained
  with a bank. The term does not include investment property or accounts evidenced by
  an instrument. (30) “Document” means a document of title or a receipt of the type described in subsection 7—201(b) of this title. (31) [Reserved.] (31A) “Electronic money” means money in an electronic form. (32) “Encumbrance” means a right, other than an ownership interest, in real property. The
  term includes mortgages and other liens on real property. (33) “Equipment” means goods other than inventory, farm products, or consumer goods. (34) “Farm products” means goods, other than standing timber, with respect to which the
  debtor is engaged in a farming operation and which are: (A) crops grown, growing, or to be grown, including: (i) crops produced on trees, vines, and bushes; and (ii) aquatic goods produced in aquacultural operations; (B) livestock, born or unborn, including aquatic goods produced in aquacultural operations; (C) supplies used or produced in a farming operation; or (D) products of crops or livestock in their unmanufactured states. (35) “Farming operation” means raising, cultivating, propagating, fattening, grazing, or
  any other farming, livestock, or aquacultural operation. (36) “File number” means the number assigned to an initial financing statement pursuant
  to subsection 9—519(a) of this title. (37) “Filing office” means an office designated in section 9—501 of this title as the place to file a financing statement. (38) “Filing-office rule” means a rule adopted pursuant to section 9—526 of this title. (39) “Financing statement” means a record or records composed of an initial financing statement
  and any filed record relating to the initial financing statement. (40) “Fixture filing” means the filing of a financing statement covering goods that are
  or are to become fixtures and satisfying subsections 9—502(a) and (b) of this title.
  The term includes the filing of a financing statement covering goods of a transmitting
  utility which are or are to become fixtures. (41) “Fixtures” means goods that have become so related to particular real property that
  an interest in them arises under real property law. (42) “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 controllable
  electronic records, payment intangibles, and software. (43) [Reserved.] (44) “Goods” means all things that are movable when a security interest attaches. The term
  includes (i) fixtures, (ii) standing timber that is to be cut and removed under a
  conveyance or contract for sale, (iii) the unborn young of animals, (iv) crops grown,
  growing, or to be grown, even if the crops are produced on trees, vines, or bushes,
  and (v) 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 (i) the program is associated with the goods in such a manner that
  it customarily is considered part of the goods, or (ii) 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 with 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. (45) “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. (46) “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. (47) “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 indorsement or assignment. The term does not include (i) investment
  property, (ii) letters of credit, (iii) 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, or (iv) writings that evidence chattel paper. (48) “Inventory” means goods, other than farm products, which: (A) are leased by a person as lessor; (B) are held by a person for sale or lease or to be furnished under a contract of service; (C) are furnished by a person under a contract of service; or (D) consist of raw materials, work in process, or materials used or consumed in a business. (49) “Investment property” means a security, whether certificated or uncertificated, security
  entitlement, securities account, commodity contract, or commodity account. (50) “Jurisdiction of organization,” with respect to a registered organization, means the
  jurisdiction under whose law the organization is organized. (51) “Letter-of-credit right” means a right to payment and 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. (52) “Lien creditor” means: (A) a creditor that has acquired a lien on the property involved by attachment, levy,
  or the like; (B) an assignee for benefit of creditors from the time of assignment; (C) a trustee in bankruptcy from the date of the filing of the petition; or (D) a receiver in equity from the time of appointment. (53) “Manufactured home” means a structure, transportable in one or more sections, which,
  in the traveling mode, is eight 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 subdivision except the size requirements
  and with respect to which the manufacturer voluntarily files a certification required
  by the United States Secretary of Housing and Urban Development and complies with
  the standards established under Title 42 of the United States Code. (54) “Manufactured-home transaction” means a secured transaction: (A) that creates a purchase-money security interest in a manufactured home, other than
  a manufactured home held as inventory; or (B) in which a manufactured home, other than a manufactured home held as inventory, is
  the primary collateral. (54A) “Money” has the meaning in subdivision 1—201(b)(24) of this title, but does not include (i) a deposit account or (ii) money in an electronic form that
  cannot be subjected to control under section 9—105A of this title. (55) “Mortgage” means a consensual interest in real property, including fixtures, which
  secures payment or performance of an obligation. (56) “New debtor” means a person that becomes bound as debtor under subsection 9—203(d) of this title by a security agreement previously entered into by another person. (57) “New value” means (i) money, (ii) money’s worth in property, services, or new credit,
  or (iii) 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. (58) “Noncash proceeds” means proceeds other than cash proceeds. (59) “Obligor” means a person that, with respect to an obligation secured by a security
  interest in or an agricultural lien on the collateral, (i) owes payment or other performance
  of the obligation, (ii) has provided property other than the collateral to secure
  payment or other performance of the obligation, or (iii) 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. (60) “Original debtor,” except as used in subsection 9—310(c) of this title, means a person that, as debtor, entered into a security agreement to which a new
  debtor has become bound under subsection 9—203(d) of this title. (61) “Payment intangible” means a general intangible under which the account debtor’s principal
  obligation is a monetary obligation. The term includes a controllable payment intangible. (62) “Person related to,” with respect to an individual, means: (A) the spouse of the individual; (B) a brother, brother-in-law, sister, or sister-in-law of the individual; (C) an ancestor or lineal descendant of the individual or the individual’s spouse; or (D) any other relative, by blood or marriage, of the individual or the individual’s spouse
  who shares the same home with the individual. (63) “Person related to,” with respect to an organization, means: (A) a person directly or indirectly controlling, controlled by, or under common control
  with the organization; (B) an officer or director of, or a person performing similar functions with respect to,
  the organization; (C) an officer or director of, or a person performing similar functions with respect to,
  a person described in subdivision (A) of this subdivision (63); (D) the spouse of an individual described in subdivision (A), (B), or (C) of this subdivision
  (63); or (E) an individual who is related by blood or marriage to an individual described in subdivision
  (A), (B), (C), or (D) of this subdivision (63) and shares the same home with the individual. (64) “Proceeds,” except as used in subsection 9—609(b) of this title, means the following property: (A) whatever is acquired upon the sale, lease, license, exchange, or other disposition
  of collateral; (B) whatever is collected on, or distributed on account of, collateral; (C) rights arising out of collateral; (D) 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 (E) 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. (65) “Production-money crops” means crops that secure a production money obligation incurred
  with respect to those crops. (66) “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. (67) “Production of crops” includes tilling and otherwise preparing land for growing, planting,
  cultivating, fertilizing, irrigating, harvesting and gathering crops, and protecting
  them from damage or disease. (68) “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. (69) “Proposal” means a record signed 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 sections 9—620, 9—621, and 9—622 of this title. (70) “Public-finance transaction” means a secured transaction in connection with which: (A) debt securities are issued; (B) all or a portion of the securities issued have an initial stated maturity of at least
  20 years; and (C) 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. (71) “Public organic record” means a record that is available to the public for inspection
  and is: (A) 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; (B) 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 (C) 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. (72) “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. (73) “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 which
  is stored in an electronic or other medium and is retrievable in perceivable form. (74) “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. (75) “Secondary obligor” means an obligor to the extent that: (A) the obligor’s obligation is secondary; or (B) the obligor has a right of recourse with respect to an obligation secured by collateral
  against the debtor, another obligor, or property of either. (76) “Secured party” means: (A) 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; (B) a person that holds an agricultural lien; (C) a consignor; (D) a person to which accounts, chattel paper, payment intangibles, or promissory notes
  have been sold; (E) 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 (F) a person that holds a security interest arising under section 2—401, 2—505, 4—210, or 5—118 of this title or subsection 2—711(3) or 2A—508(5) of this title. (77) “Security agreement” means an agreement that creates or provides for a security interest. (78) [Reserved.] (79) “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. (80) “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. (81) “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. (82) [Reserved.] (82A) “Tangible money” means money in a tangible form. (83) “Termination statement” means an amendment of a financing statement which: (A) identifies, by its file number, the initial financing statement to which it relates;
  and (B) indicates either that it is a termination statement or that the identified financing
  statement is no longer effective. (84) “Transmitting utility” means a person primarily engaged in the business of: (A) operating a railroad, subway, street railway, or trolley bus; (B) transmitting communications electrically, electromagnetically, or by light; (C) transmitting goods by pipeline or sewer; or (D) transmitting or producing and transmitting electricity, steam, gas, or water. (b) “Control” as provided in section 7—106 of this title and the following definitions in other articles apply to this article: “Applicant” Section 5—102. “Beneficiary” Section 5—102. “Broker” Section 8—102. “Certificated security” Section 8—102. “Check” Section 3—104. “Clearing corporation” Section 8—102. “Contract for sale” Section 2—106. “Controllable electronic record” Section 12—102. “Customer” Section 4—104. “Entitlement holder” Section 8—102. “Financial asset” Section 8—102. “Holder in due course” Section 3—302. “Issuer” (with respect to a letter of credit or letter-of-credit right) Section 5—102. “Issuer” (with respect to documents of title) Section 7—102. “Issuer” (with respect to a security) Section 8—201. “Lease” Section 2A—103. “Lease agreement” Section 2A—103. “Lease contract” Section 2A—103. “Leasehold interest” Section 2A—103. “Lessee” Section 2A—103. “Lessee in ordinary course of business” Section 2A—103. “Lessor” Section 2A—103. “Lessor’s residual interest” Section 2A—103. “Letter of credit” Section 5—102. “Merchant” Section 2—104. “Negotiable instrument” Section 3—104. “Nominated person” Section 5—102. “Note” Section 3—104. “Proceeds of a letter of credit” Section 5—114. “Protected purchaser” Section 8—303. “Prove” Section 3—103. “Qualifying purchaser” Section 12—102. “Sale” Section 2—106. “Securities account” Section 8—501. “Securities intermediary” Section 8—102. “Security” Section 8—102. “Security certificate” Section 8—102. “Security entitlement” Section 8—102. “Uncertificated security” Section 8—102. (c) Article 1 contains general definitions and principles of construction and interpretation
  applicable throughout this article. (Added 1999, No. 106 (Adj. Sess.), § 2, eff. July 1, 2001; amended 2001, No. 46, § 1; 2007, No. 99 (Adj. Sess.), § 18; 2009, No. 3, § 12a, eff. Sept. 1, 2009; 2013, No. 157 (Adj. Sess.), § 1; 2015, No. 51, § B.9, eff. June 3, 2015; 2025, No. 17, § 9, eff. July 1, 2025.)