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Illinois Compiled Statutes

810 ILCS 5/1-201 (2026)

General definitions

✓ current as of May 2026
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(810 ILCS 5/1-201) (from Ch. 26, par. 1-201)
    Sec. 1-201. General definitions.
    (a) Unless the context otherwise requires, words or phrases 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:
        (1) "Action", in the sense of a judicial proceeding,
    
includes recoupment, counterclaim, set-off, suit in equity, and any other proceeding 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.
        (4) "Bank" means a person engaged in the business of
    
banking and includes a savings bank, savings and loan association, credit union, and trust company.
        (5) "Bearer" means a person in possession of a
    
negotiable instrument, document of title, or certificated security that is payable to bearer or indorsed in blank.
        (6) "Bill of lading" means a document evidencing the
    
receipt of goods for shipment issued by a person engaged in the business of transporting or forwarding goods.
        (7) "Branch" includes a separately incorporated
    
foreign branch of a bank.
        (8) "Burden of establishing" a fact 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 to the person comports with the usual or customary practices in the kind of business 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 in total or partial satisfaction of a money debt.
        (10) "Conspicuous", with reference to a term, means
    
so written, displayed, or presented that, based on the totality of the circumstances, a reasonable person against which it is to operate ought to have noticed it. Whether a term is "conspicuous" or not is a decision for the court.
        (11) "Consumer" means an individual who enters into a
    
transaction primarily for personal, family, or household purposes.
        (12) "Contract", as distinguished from "agreement",
    
means the total legal obligation that results from the parties' agreement as determined by the Uniform Commercial Code as supplemented by any other applicable laws.
        (13) "Creditor" includes a general creditor, a
    
secured creditor, a lien creditor, and any representative of creditors, including an assignee for the benefit of creditors, a trustee in bankruptcy, a receiver in equity, and an executor or administrator of an insolvent debtor's or assignor's estate.
        (14) "Defendant" includes a person in the position of
    
defendant in a counterclaim, cross-claim, or third-party claim.
        (15) "Delivery", with respect to an electronic
    
document of title, means voluntary transfer of control and, with respect to an instrument, document of title, or an authoritative tangible copy of a record evidencing chattel paper, means voluntary transfer of possession.
        (16) "Document of title" includes bill of lading,
    
dock warrant, dock receipt, warehouse receipt or order for the delivery of goods, and also any other document which in the regular course of business or financing is treated as adequately evidencing that the person in possession of it is entitled to receive, hold, and dispose of the document and the goods it covers. To be a document of title, a document must purport to be issued by or addressed to a bailee and purport to cover goods in the bailee's possession which are either identified or are fungible portions of an identified mass.
        (16A) "Electronic" means relating to technology
    
having electrical, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities.
        (17) "Fault" means a default, breach, or wrongful act
    
or omission.
        (18) "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) "Genuine" means free of forgery or
    
counterfeiting.
        (20) "Good faith" means honesty in fact in the
    
conduct or transaction concerned.
        (21) "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;
            (B) the person in possession of a document of
        
title if the goods are deliverable either to bearer or to the order of the person in possession; or
            (C) the person in control, other than pursuant to
        
Section 7-106(g), of a negotiable electronic document of title.
        (22) "Insolvency proceeding" includes an assignment
    
for the benefit of creditors or other proceeding intended to liquidate or rehabilitate the estate of the person involved.
        (23) "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 federal
        
bankruptcy law.
        (24) "Money" means a medium of exchange that is
    
currently authorized or adopted by a domestic or foreign government. The term includes a monetary unit of account established by an intergovernmental organization or by agreement between two or more countries. The term does not include an electronic record that is a medium of exchange recorded and transferable in a system that existed and operated for the medium of exchange before the medium of exchange was authorized or adopted by the government.
        (25) "Organization" means a person other than an
    
individual.
        (26) "Party", as distinguished from "third party",
    
means a person that has engaged in a transaction or made an agreement subject to the Uniform Commercial Code.
        (27) "Person" means an individual, corporation,
    
business trust, estate, trust, partnership, limited liability company, association, joint venture, government, governmental subdivision, agency, or instrumentality, or any other legal or commercial entity. The term includes a protected series, however denominated, of an entity if the protected series is established under law other than the Uniform Commercial Code that limits, or limits if conditions specified under the law are satisfied, the ability of a creditor of the entity or of any other protected series of the entity to satisfy a claim from assets of the protected series.
        (28) "Present value" means the amount as of a date
    
certain of one or more sums payable in the future, discounted to the date certain by use of either an interest rate specified by the parties if that rate is not manifestly unreasonable at the time 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) "Purchase" means taking by sale, lease,
    
discount, negotiation, mortgage, pledge, lien, security interest, issue or reissue, gift, or any other voluntary transaction creating an interest in property.
        (30) "Purchaser" means a person that takes by
    
purchase.
        (31) "Record" 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.
        (32) "Remedy" means any remedial right to which an
    
aggrieved party is entitled with or without resort to a tribunal.
        (33) "Representative" means a person empowered to act
    
for another, including an agent, an officer of a corporation or association, and a trustee, executor, or administrator of an estate.
        (34) "Right" includes remedy.
        (35) "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 transaction that is subject to Article 9. "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, but a buyer may also acquire a "security interest" by complying with Article 9. Except as otherwise provided in Section 2-505, the right of a seller or lessor of goods under Article 2 or 2A 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. The retention or reservation of title by a seller of goods notwithstanding shipment or delivery to the buyer under Section 2-401 is limited in effect to a reservation of a "security interest". Whether a transaction in the form of a lease creates a "security interest" is determined pursuant to Section 1-203.
        (36) "Send", in connection with a record or
    
notification, means:
            (A) 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
            (B) to cause the record or notification to be
        
received within the time it would have been received if properly sent under subparagraph (A).
        (37) "Sign" means, with present intent to
    
authenticate or adopt a record:
            (A) execute or adopt a tangible symbol; or
            (B) attach to or logically associate with the
        
record an electronic symbol, sound, or process.
        "Signed", "signing", and "signature" have
    
corresponding meanings.
        (38) "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) "Surety" includes a guarantor or other secondary
    
obligor.
        (40) "Term" means a portion of an agreement that
    
relates to a particular matter.
        (41) "Unauthorized signature" means a signature made
    
without actual, implied, or apparent authority. The term includes a forgery.
        (42) "Warehouse receipt" means a receipt issued by a
    
person engaged in the business of storing goods for hire.
        (43) "Writing" includes printing, typewriting, or any
    
other intentional reduction to tangible form. "Written" has a corresponding meaning.
(Source: P.A. 103-1036, eff. 1-1-25.)

    
Notes of Decisions
Cited in 46 cases (1 in the last 5 years), 1993–2022 · leading case: Mason v. Heller Fin. Leasing, Inc. (In Re JII Liquidating, Inc.), 341 B.R. 256 (Bankr. N.D. Ill. 2006).
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Mason v. Heller Fin. Leasing, Inc. (In Re JII Liquidating, Inc.), 341 B.R. 256 (Bankr. N.D. Ill. 2006). · cites it 7× “2 For the reasons stated herein, the Court finds as a matter of law that the contractual documents constitute a disguised security agreement rather than a “true lease” pursuant to 810 ILCS 5/1-201(37). The Court further finds that the Trustee’s interest in the equipment at issue…”
In re Rust-Oleum Restore Mktg., Sales Practices & Prods. Liab. Litig., 155 F. Supp. 3d 772 (N.D. Ill. 2016). “(citing 810 ILCS 5/2-316(2); 810 ILCS 5/1-201(1)) (“[IJanguage in the body of a form is ‘conspicuous’ if it is in larger or other contrasting type or col- or.”
Connick v. Suzuki Motor Co., Ltd., 675 N.E.2d 584 (Ill. 1996). “5/2-607, Uniform Commercial Code Comment 4 (Smith-Hurd 1993); 13 Pa.Cons. Stat.”
In Re Buehne Farms, Inc., 321 B.R. 239 (Bankr. S.D. Ill. 2005). · cites it 3× “5 810 ILCS 5/1-201(37). Under that section, the intent of parties is subordinated to the “economic realities” of the transaction, e.”
Valerie D. Smith v. The Cash Store Mgmt., Inc. The Cash Store, Ltd. Harold L. Ahlberg Trevor L. Ahlberg & John Does 1-10, 195 F.3d 325 (7th Cir. 1999). · cites it 2× “" 810 ILCS 5/1-201(37). By creating a security interest through a security agreement, a debtor provides that a creditor may, upon default, take or sell the property--or collateral--to satisfy the obligation for which the security interest is given.”
Westfield Ins. Co. v. Birkey's Farm Store, 924 N.E.2d 1231 (Ill. App. Ct. 2010). · cites it 2× “" 810 ILCS 5/1-201(10) (West 2004). The determination of whether a warranty disclaimer is conspicuous is to be made by a court.”
Theresa L. Cannon Williams, on Behalf of Herself & All Others Similarly Situated, & Lois Reed v. Chartwell Fin. Servs., Ltd., 204 F.3d 748 (7th Cir. 2000). “” 810 ILCS 5/1-201(37). As this Court has previously noted, the creation of a security interest gives a creditor an interest in property such that “upon default, [the creditor may] take or sell .”
In Re Meeks, 210 B.R. 1007 (Bankr. S.D. Ill. 1995). · cites it 4× “810 ILCS 5/1-201(37) (emphasis added). 2 Section 1-201(37) focuses on the economics of the transaction, not the intent of the parties.”
In Re Aztec Supply Corp., 399 B.R. 480 (Bankr. N.D. Ill. 2009). · cites it 3× “) Since NPS presented the Cashier’s Check for payment, the check had obviously been delivered to it and NPS thereby obtained rights as holder of the Check.”
In Re: William Stoecker, Debtor, 179 F.3d 546 (7th Cir. 1999). “See UCC §§ 1-201(37), 9-102, 810 ILCS 5/1-201(37), 5/9-102; Orix Credit Alliance, Inc.”
Cornerstone Bank v. Consol. Grain, 956 N.E.2d 944 (Ill. App. Ct. 2011). · cites it 4× “¶ 14 In July 2010, the Bank filed a motion for summary judgment on count I of its complaint, claiming that section 1631 of the Act was not applicable because Consolidated was not a buyer in the ordinary course of business as defined by section 1-201(b)(9) of the UCC (810 ILCS…”
Voelker v. Porsche Cars North Am., Inc., 353 F.3d 516 (7th Cir. 2003). “2d 498, 508 (2003) (discussing why an "as is" warranty was sufficiently clear and conspicuous to shield, under 810 ILCS 5/1-201(10), the seller from liability).”
Show all 46 citing cases →
— 810 ILCS 5/1-201(1) — 2 cases
In re Rust-Oleum Restore Mktg., Sales Practices & Prods. Liab. Litig., 155 F. Supp. 3d 772 (N.D. Ill. 2016). “(citing 810 ILCS 5/2-316(2); 810 ILCS 5/1-201(1)) (“[IJanguage in the body of a form is ‘conspicuous’ if it is in larger or other contrasting type or col- or.”
Semitekol v. Monaco Coach Corp., 582 F. Supp. 2d 1009 (N.D. Ill. 2008).
— 810 ILCS 5/1-201(10) — 9 cases
Westfield Ins. Co. v. Birkey's Farm Store, 924 N.E.2d 1231 (Ill. App. Ct. 2010). “" 810 ILCS 5/1-201(10) (West 2004). The determination of whether a warranty disclaimer is conspicuous is to be made by a court.”
Voelker v. Porsche Cars North Am., Inc., 353 F.3d 516 (7th Cir. 2003). “2d 498, 508 (2003) (discussing why an "as is" warranty was sufficiently clear and conspicuous to shield, under 810 ILCS 5/1-201(10), the seller from liability).”
McMahon Food Corp., & Counterdefendant-Appellant v. Burger Dairy Co., & Counterplaintiff-Appellee, 103 F.3d 1307 (7th Cir. 1997).
Tague v. Autobarn Motors, Ltd., 914 N.E.2d 710 (Ill. App. Ct. 2009).
Voelker v. Porsche Cars North Am., Inc., 353 F.3d 516 (7th Cir. 2003).
— 810 ILCS 5/1-201(14) — 1 case
In Re Aztec Supply Corp., 399 B.R. 480 (Bankr. N.D. Ill. 2009). “) Since NPS presented the Cashier’s Check for payment, the check had obviously been delivered to it and NPS thereby obtained rights as holder of the Check.”
— 810 ILCS 5/1-201(19) — 3 cases
JamSports & Ent., LLC v. PARADAMA Prod., INC., 336 F. Supp. 2d 824 (N.D. Ill. 2004).
Hill v. St. Paul Fed. Bank for Sav. (Ill. App. Ct. 2002).
Bank One v. Loeber Motors, Inc. (Ill. App. Ct. 1997).
— 810 ILCS 5/1-201(20) — 3 cases
In Re Aztec Supply Corp., 399 B.R. 480 (Bankr. N.D. Ill. 2009). “) Since NPS presented the Cashier’s Check for payment, the check had obviously been delivered to it and NPS thereby obtained rights as holder of the Check.”
Gen. Elec. Capital Corp. v. Kozil, 149 F.R.D. 149 (N.D. Ill. 1993).
Strosberg v. Brauvin Realty Servs., Inc. (Ill. App. Ct. 1998).
— 810 ILCS 5/1-201(20)(b) — 2 cases
Slepicka v. State, 2015 IL App (4th) 121103-B (Ill. App. Ct. 2015).
Slepicka v. State, 2015 IL App (4th) 121103-B (Ill. App. Ct. 2015).
— 810 ILCS 5/1-201(21)(A) — 2 cases
U.S. Bank Trust Nat'l Assoc. v. Lopez, 2018 IL App (2d) 160967 (Ill. App. Ct. 2018).
U.S. Bank Trust Nat'l Ass'n. v. Lopez, 2018 IL App (2d) 160967 (Ill. App. Ct. 2018).
— 810 ILCS 5/1-201(23) — 1 case
Athey Prods. Corp. v. Harris Bank Roselle, 901 F. Supp. 1355 (N.D. Ill. 1995).
— 810 ILCS 5/1-201(26) — 1 case
Connick v. Suzuki Motor Co., Ltd., 675 N.E.2d 584 (Ill. 1996). “5/2-607, Uniform Commercial Code Comment 4 (Smith-Hurd 1993); 13 Pa.Cons. Stat.”
— 810 ILCS 5/1-201(3) — 1 case
Intrastate Piping & Controls, Inc. v. Robert-James Sales, Inc. (Ill. App. Ct. 2000).
— 810 ILCS 5/1-201(33) — 1 case
BCGS, L.L.C. v. Jaster, 700 N.E.2d 1075 (Ill. App. Ct. 1998).
— 810 ILCS 5/1-201(37) — 18 cases
Mason v. Heller Fin. Leasing, Inc. (In Re JII Liquidating, Inc.), 341 B.R. 256 (Bankr. N.D. Ill. 2006). “2 For the reasons stated herein, the Court finds as a matter of law that the contractual documents constitute a disguised security agreement rather than a “true lease” pursuant to 810 ILCS 5/1-201(37). The Court further finds that the Trustee’s interest in the equipment at issue…”
In Re Buehne Farms, Inc., 321 B.R. 239 (Bankr. S.D. Ill. 2005). “5 810 ILCS 5/1-201(37). Under that section, the intent of parties is subordinated to the “economic realities” of the transaction, e.”
Valerie D. Smith v. The Cash Store Mgmt., Inc. The Cash Store, Ltd. Harold L. Ahlberg Trevor L. Ahlberg & John Does 1-10, 195 F.3d 325 (7th Cir. 1999). “" 810 ILCS 5/1-201(37). By creating a security interest through a security agreement, a debtor provides that a creditor may, upon default, take or sell the property--or collateral--to satisfy the obligation for which the security interest is given.”
Theresa L. Cannon Williams, on Behalf of Herself & All Others Similarly Situated, & Lois Reed v. Chartwell Fin. Servs., Ltd., 204 F.3d 748 (7th Cir. 2000). “” 810 ILCS 5/1-201(37). As this Court has previously noted, the creation of a security interest gives a creditor an interest in property such that “upon default, [the creditor may] take or sell .”
In Re Meeks, 210 B.R. 1007 (Bankr. S.D. Ill. 1995). “810 ILCS 5/1-201(37) (emphasis added). 2 Section 1-201(37) focuses on the economics of the transaction, not the intent of the parties.”
— 810 ILCS 5/1-201(37)(x) — 1 case
Mason v. Heller Fin. Leasing, Inc. (In Re JII Liquidating, Inc.), 341 B.R. 256 (Bankr. N.D. Ill. 2006). “2 For the reasons stated herein, the Court finds as a matter of law that the contractual documents constitute a disguised security agreement rather than a “true lease” pursuant to 810 ILCS 5/1-201(37). The Court further finds that the Trustee’s interest in the equipment at issue…”
— 810 ILCS 5/1-201(9) — 1 case
Bank One v. Loeber Motors, Inc. (Ill. App. Ct. 1997).
— 810 ILCS 5/1-201(b)(10) — 2 cases
Clemons v. Nissan North Am., Inc., 2013 IL App (4th) 120943 (Ill. App. Ct. 2013).
Clemons v. Nissan North Am., Inc., 2013 IL App (4th) 120943 (Ill. App. Ct. 2013).
— 810 ILCS 5/1-201(b)(9) — 2 cases
Cornerstone Bank v. Consol. Grain, 956 N.E.2d 944 (Ill. App. Ct. 2011). “¶ 14 In July 2010, the Bank filed a motion for summary judgment on count I of its complaint, claiming that section 1631 of the Act was not applicable because Consolidated was not a buyer in the ordinary course of business as defined by section 1-201(b)(9) of the UCC (810 ILCS…”
McGrath v. Addy & McGrath Fireworks, Inc., 2022 IL App (3d) 210013 (Ill. App. Ct. 2022).
Annotations are extracted automatically from the opinions in the Syfert caselaw corpus and ranked by authority, recency, and treatment. Dots show Syfertize treatment of the citing case itself.