Wisconsin Statutes

Wis. Stat. § 401.201 (2026)

General definitions

✓ current as of July 2026

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401.201401.201 General definitions.

401.201(1)(1) Unless the context otherwise requires, words or phrases defined in this section, or in the additional definitions contained in chs. 402 to 411 that apply to particular chapters or subchapters thereof, have the meanings stated.

401.201(2)(2) Subject to definitions contained in chs. 402 to 411 that apply to particular chapters or subchapters thereof, in chs. 401 to 411:

401.201(2)(a)(a) “Action,” in the sense of a judicial proceeding, includes recoupment, counterclaim, setoff, suit in equity, and any other proceeding in which rights are determined.

401.201(2)(am)(am) “Aggrieved party” means a party entitled to pursue a remedy.

401.201(2)(b)(b) “Agreement” 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 s. 401.303. (Compare “Contract.”)

401.201(2)(c)(c) “Bank” means a person engaged in the business of banking and includes a savings bank, savings and loan association, credit union, and trust company.

401.201(2)(cm)(cm) “Bearer” means a person in control of a negotiable electronic document of title or person in possession of an instrument, negotiable tangible document of title, or certificated security payable to bearer or endorsed in blank.

401.201(2)(d)(d) “Bill of lading” means a document of title evidencing the receipt of goods for shipment issued by a person engaged in the business of directly or indirectly transporting or forwarding goods. The term does not include a warehouse receipt.

401.201(2)(dm)(dm) “Branch” includes a separately incorporated foreign branch of a bank.

401.201(2)(e)(e) “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.

401.201(2)(em)(em) “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 ch. 402 may be a buyer in ordinary course of business. A person that acquires goods in a transfer in bulk or as security for or in total or partial satisfaction of a money debt is not a buyer in ordinary course of business.

401.201(2)(f)(f) “Conspicuous,” with reference to a term, means so written, displayed, or presented that 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. Conspicuous terms include any of the following:

401.201(2)(f)1.1. A heading in capitals equal to or greater in size than the surrounding text, or in contrasting type, font, or color to the surrounding text of the same or lesser size.

401.201(2)(f)2.2. Language in the body of a record or display in larger type than the surrounding text, or in contrasting type, font, or color to the surrounding text of the same size, or set off from surrounding text of the same size by symbols or other marks that call attention to the language.

401.201(2)(fm)(fm) “Consumer” means an individual who enters into a transaction primarily for personal, family, or household purposes.

401.201(2)(g)(g) “Contract” means the total legal obligation that results from the parties’ agreement as determined by chs. 401 to 411 as supplemented by any other applicable laws. (Compare “Agreement.”)

401.201(2)(gm)(gm) “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.

401.201(2)(h)(h) “Defendant” includes a person in the position of defendant in a counterclaim or 3rd party claim.

401.201(2)(hm)(hm) “Delivery” with respect to electronic documents of title means voluntary transfer of control and with respect to instruments, tangible documents of title, chattel paper, or certificated securities means voluntary transfer of possession.

401.201(2)(i)(i) “Document of title” means a record that in the regular course of business or financing is treated as adequately evidencing that the person in possession or control of the record is entitled to receive, control, hold, and dispose of the record and the goods the record covers; and that purports to be issued by or addressed to a bailee and to cover goods in the bailee’s possession which are either identified or are fungible portions of an identified mass. The term includes a bill of lading, transport document, dock warrant, dock receipt, warehouse receipt, and order for delivery of goods. An electronic document of title is evidenced by a record consisting of information stored in an electronic medium. A tangible document of title is evidenced by a record consisting of information that is inscribed on a tangible medium.

401.201(2)(im)(im) “Fault” means a wrongful act, omission, breach, or default.

401.201(2)(j)(j) “Fungible goods” means any of the following:

401.201(2)(j)1.1. Goods of which any unit, by nature or usage of trade, is the equivalent of any other like unit.

401.201(2)(j)2.2. Goods which by agreement are treated as equivalent.

401.201(2)(jm)(jm) “Genuine” means free of forgery or counterfeiting.

401.201(2)(k)(k) “Good faith” means honesty in fact in the conduct or transaction concerned.

401.201(2)(km)(km) “Holder” means any of the following:

401.201(2)(km)1.1. 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.

401.201(2)(km)2.2. A 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.

401.201(2)(km)3.3. A person in control of a negotiable electronic document of title.

401.201(2)(L)(L) “Insolvency proceeding” includes an assignment for the benefit of creditors or other proceeding intended to liquidate or rehabilitate the estate of the person involved.

401.201(2)(Lm)(Lm) “Insolvent” means any of the following:

401.201(2)(Lm)1.1. Having generally ceased to pay debts in the ordinary course of business other than as a result of bona fide dispute.

401.201(2)(Lm)2.2. Unable to pay debts as they become due.

401.201(2)(Lm)3.3. Insolvent within the meaning of federal bankruptcy law.

401.201(2)(m)(m) “Money” means a medium of exchange 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 2 or more countries.

401.201(2)(mm)(mm) “Organization” means a person other than an individual.

401.201(2)(n)(n) “Party,” as distinct from a “3rd party,” means a person that has engaged in a transaction or made an agreement subject to chs. 401 to 411.

401.201(2)(nm)(nm) “Person” means an individual, corporation, business trust, estate, trust, partnership, limited liability company, association, joint venture, government, governmental subdivision, agency, or instrumentality, public corporation, or any other legal or commercial entity.

401.201(2)(p)(p) “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.

401.201(2)(pm)(pm) “Presumption” or “presumed” means that the trier of fact must find the existence of the fact presumed unless and until evidence is introduced which would support a finding of its nonexistence.

401.201(2)(q)(q) “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.

401.201(2)(qm)(qm) “Purchaser” means a person that takes by purchase.

401.201(2)(r)(r) “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.

401.201(2)(rm)(rm) “Remedy” means any remedial right to which an aggrieved party is entitled with or without resort to a tribunal.

401.201(2)(s)(s) “Representative” means any 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.

401.201(2)(sm)(sm) “Right” includes remedy.

401.201(2)(t)(t) “Security interest” means an interest in personal property or fixtures which secures payment or performance of an obligation. The term also 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 ch. 409. The special property interest of a buyer of goods on identification of those goods to a contract for sale under s. 402.401 is not a “security interest,” but a buyer may also acquire a “security interest” by complying with ch. 409. Except as otherwise provided in s. 402.505, the right of a seller or lessor of goods under ch. 402 or 411 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 ch. 409. The retention or reservation of title by a seller of goods notwithstanding shipment or delivery to the buyer (s. 402.401) 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 s. 401.203.

401.201(2)(tm)(tm) “Send” in connection with a writing, record, or notice means any of the following:

401.201(2)(tm)1.1. To deposit in the mail or deliver for transmission by any other usual means of communication with postage or cost of transmission provided for and properly addressed and, in the case of an instrument, to an address specified thereon or otherwise agreed, or if there be none to any address reasonable under the circumstances.

401.201(2)(tm)2.2. In any other way to cause to be received any record or notice within the time it would have arrived if properly sent.

401.201(2)(u)(u) “Signed” includes any symbol executed or adopted with present intention to adopt or accept a writing.

401.201(2)(um)(um) “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.

401.201(2)(v)(v) “Surety” includes a guarantor or other secondary obligor.

401.201(2)(vm)(vm) “Term” means a portion of an agreement that relates to a particular matter.

401.201(2)(w)(w) “Unauthorized signature” means a signature made without actual, implied, or apparent authority. The term includes a forgery.

401.201(2)(wm)(wm) “Warehouse receipt” means a receipt issued by a person engaged in the business of storing goods for hire.

401.201(2)(x)(x) “Writing” includes printing, typewriting, or any other intentional reduction to tangible form. “Written” has a corresponding meaning.

401.201 HistoryHistory: 2009 a. 320.

Notes of Decisions

Cited in 68 cases (10 in the last 5 years), 1970–2026 · leading case: Cintas Corp. No. 2 v. Becker Prop. Servs. LLC, 914 N.W.2d 76 (Wis. 2018).

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Cintas Corp. No. 2 v. Becker Prop. Servs. LLC, 914 N.W.2d 76 (Wis. 2018). · cites it 15× “¶57 The standard for conspicuousness in indemnity contracts is set forth in Wis. Stat. § 401.201 (2)(f).1 Id., ¶28. A term is "conspicuous" if any of the following apply: 1 At the time Deminsky was decided, this conspicuousness standard was set forth in Wis.”

Deutsche Bank Nat'l Trust Co. v. Thomas P. Wuensch, 911 N.W.2d 1 (Wis. 2018). · cites it 6× “§ 401.201 (2)(km)1. A "bearer" includes a person in possession of an instrument endorsed in blank.”

United Catholic Par. Schs. of Beaver Dam Educ. Ass'n v. Card Servs. Ctr., 2001 WI App 229 (Wis. Ct. App. 2001). · cites it 9× “Wis. Stat. § 401.201 (25). In order to be effective, notice must have been received at a time and in a manner which would have given a reasonable opportunity to act on it.”

Deminsky v. Arlington Plastics Mach., 2003 WI 15 (Wis. 2003). · cites it 4× “Because indemnity contracts in which parties agree to indemnify the indemnitee for the indemnitee's own negligence are, like exculpatory contracts, to be strictly construed, we now hold that the conspicuousness standards in Wis. Stat. 401.201(10) are required for indemnity…”

In the Matter of Disciplinary Proceedings Against Widule, 2003 WI 34 (Wis. 2003). · cites it 2× “507; breach of good faith under Wis. Stat. §§ 401.201 (19) and 401.203; and, breach of contract.”

Rainbow Country Rentals & Retail, Inc. v. Ameritech Publ'g, Inc., 2005 WI 153 (Wis. 2005). · cites it 6× “First, this court determined that the relevant terms of the contract were conspicuous under Wis. Stat. § 401.201 (10) (1995-96), [6] and the form provided adequate notice to the purchaser.”

Nat'l Operating, L.P. v. Mut. Life Ins., 2001 WI 87 (Wis. 2001). · cites it 4× “[9] Section 1-201(37) ( Wis. Stat. § 401.201 (37)) provides in relevant part that "`Security interest' means an interest in personal property or fixtures that secures payment or performance of an obligation.”

Bank of N.Y. Mellon v. Klomsten, 911 N.W.2d 364 (Wis. Ct. App. 2018). · cites it 2× “A note endorsed in blank is payable to the bearer and is negotiated by transfer of possession alone.”

Dow Fam., LLC v. PHH Mortg. Corp., 2013 WI App 114 (Wis. Ct. App. 2013). · cites it 4× “" Wis. Stat. § 401.201 (2)(cm). "Holder" means "[t]he person in possession of a negotiable instrument that is payable either to bearer or to an identified person that is the person in possession.”

City of Racine v. Waste Facility Siting Bd., 575 N.W.2d 712 (Wis. 1998). · cites it 4× “[5] See also Wis. Stat. § 401.201 (1), a general provision of the Uniform Commercial Code expressly defining "action" to include a counterclaim.”

Rascar, Inc. v. Bank of Oregon, 275 N.W.2d 108 (Wis. Ct. App. 1978). · cites it 4× “, refers to the signature of the “customer.” A customer is any person having an account with a bank.”

Merrill Lynch, Pierce, Fenner & Smith, Inc. v. Van Kylen (In Re Van Kylen), 98 B.R. 455 (Bankr. W.D. Wis. 1989). · cites it 3× “” Section 401.201(44)(d) tells us that: [A] person gives value for rights if he acquires them: [[Image here]] (d)Generally, in return for any consideration sufficient to support a simple contract.”

Show all 68 citing cases →

— Wis. Stat. § 401.201(10) — 3 cases

Deminsky v. Arlington Plastics Mach., 2003 WI 15 (Wis. 2003). “Because indemnity contracts in which parties agree to indemnify the indemnitee for the indemnitee's own negligence are, like exculpatory contracts, to be strictly construed, we now hold that the conspicuousness standards in Wis. Stat. 401.201(10) are required for indemnity…”

Rainbow Country Rentals & Retail, Inc. v. Ameritech Publ'g, Inc., 2005 WI 153 (Wis. 2005). “First, this court determined that the relevant terms of the contract were conspicuous under Wis. Stat. § 401.201 (10) (1995-96), [6] and the form provided adequate notice to the purchaser.”

Phillips Petroleum Co. v. Bucyrus-Erie Co., 373 N.W.2d 65 (Wis. 1985).

— Wis. Stat. § 401.201(14) — 2 cases

In Re Est. of Balkus v. Sec. First Nat'l Bank of Sheboygan Trust Dep't, 381 N.W.2d 593 (Wis. Ct. App. 1985).

Wolf v. Sachse, 248 N.W.2d 407 (Wis. 1977).

— Wis. Stat. § 401.201(19) — 5 cases

State Bank of Hartland v. Arndt, 385 N.W.2d 219 (Wis. Ct. App. 1986).

Schaller v. Marine Nat'l Bank of Neenah, 388 N.W.2d 645 (Wis. Ct. App. 1986).

Kane v. Kroll, 538 N.W.2d 605 (Wis. Ct. App. 1995).

First Am. Nat'l Bank of Wausau v. Fiesta Corp. (In Re Fiesta Corp.), 25 B.R. 236 (Bankr. W.D. Wis. 1982).

Greisler Bros. v. Packerland Packing Co., 392 F. Supp. 206 (E.D. Wis. 1975).

— Wis. Stat. § 401.201(2)(cm) — 1 case

Lakeview Loan Servicing, LLC v. Jeremy M. Bastin (Wis. Ct. App. 2024).

— Wis. Stat. § 401.201(2)(f) — 2 cases

Cintas Corp. No. 2 v. Becker Prop. Servs. LLC, 914 N.W.2d 76 (Wis. 2018). “¶57 The standard for conspicuousness in indemnity contracts is set forth in Wis. Stat. § 401.201 (2)(f).1 Id., ¶28. A term is "conspicuous" if any of the following apply: 1 At the time Deminsky was decided, this conspicuousness standard was set forth in Wis.”

Buddy's Plant Plus Corp. v. Viking Masek Global Packaging Tech., LLC (Wis. Ct. App. 2025).

— Wis. Stat. § 401.201(2)(k) — 1 case

Creditbox.com, LLC v. Antjuan Weathers, 2023 WI App 37 (Wis. Ct. App. 2023).

— Wis. Stat. § 401.201(2)(km) — 6 cases

Bank of N.Y. Mellon v. Klomsten, 911 N.W.2d 364 (Wis. Ct. App. 2018). “A note endorsed in blank is payable to the bearer and is negotiated by transfer of possession alone.”

Lakeview Loan Servicing, LLC v. Jeremy M. Bastin (Wis. Ct. App. 2024).

Oconto Falls Tissue, Inc. v. ST Paper, LLC (Wis. Ct. App. 2023).

Bank of New York Mellon v. Diane G. Cano (Wis. Ct. App. 2024).

Lakeview Loan Servicing, LLC v. Jeremy M. Bastin (Wis. Ct. App. 2026).

— Wis. Stat. § 401.201(20) — 3 cases

Nw. Nat'l Ins. Co. of Milwaukee v. Midland Nat'l Bank, 292 N.W.2d 591 (Wis. 1980).

Whinnery v. Bank of Onalaska (In Re Taggatz), 106 B.R. 983 (Bankr. W.D. Wis. 1989).

M & I Marshall & Ilsley Bank v. Nat'l Fin. Servs. Corp., 704 F. Supp. 890 (E.D. Wis. 1989).

— Wis. Stat. § 401.201(23m) — 1 case

United Catholic Par. Schs. of Beaver Dam Educ. Ass'n v. Card Servs. Ctr., 2001 WI App 229 (Wis. Ct. App. 2001). “Wis. Stat. § 401.201 (25). In order to be effective, notice must have been received at a time and in a manner which would have given a reasonable opportunity to act on it.”

— Wis. Stat. § 401.201(25a) — 1 case

Bank of Holmen v. Ruf (In Re Ruf), 32 B.R. 169 (Bankr. W.D. Wis. 1983).

— Wis. Stat. § 401.201(3) — 1 case

In Re Pelton, 171 B.R. 641 (Bankr. W.D. Wis. 1994).

— Wis. Stat. § 401.201(30) — 1 case

Rascar, Inc. v. Bank of Oregon, 275 N.W.2d 108 (Wis. Ct. App. 1978). “, refers to the signature of the “customer.” A customer is any person having an account with a bank.”

— Wis. Stat. § 401.201(31) — 1 case

Cobb State Bank v. Nelson, 413 N.W.2d 644 (Wis. Ct. App. 1987).

— Wis. Stat. § 401.201(32) — 1 case

Met-Al, Inc. v. Hansen Storage Co., 844 F. Supp. 485 (E.D. Wis. 1994).

— Wis. Stat. § 401.201(37) — 6 cases

United Gen. Leasing, Inc. v. Gehrke Enter., Inc. (In Re Gehrke Enter., Inc.), 1 B.R. 647 (Bankr. W.D. Wis. 1979).

Dairyland Equip. Leasing, Inc. v. Bohen, 288 N.W.2d 852 (Wis. 1980).

Matter of Berge, 32 B.R. 370 (Bankr. W.D. Wis. 1983).

In Re Thompson, 82 B.R. 985 (Bankr. W.D. Wis. 1988).

RCA Corp. v. IDT Inc. (In Re Janesville Lodging Ltd.), 35 B.R. 672 (Bankr. W.D. Wis. 1983).

— Wis. Stat. § 401.201(37)(b) — 2 cases

Michaels v. Ford Motor Credit Co. (In Re Michaels), 156 B.R. 584 (Bankr. E.D. Wis. 1993).

Fritz G. Roberts & Ashley D. Roberts (Bankr. E.D. Wis. 2022).

— Wis. Stat. § 401.201(40) — 1 case

Bartsch v. Wisconsin Higher Educ. Corp. (In Re Meier), 85 B.R. 805 (Bankr. W.D. Wis. 1986).

— Wis. Stat. § 401.201(43) — 1 case

Allied Ins. Ctr., Inc. v. Wauwatosa Sav. & Loan Ass'n, 546 N.W.2d 544 (Wis. Ct. App. 1996).

— Wis. Stat. § 401.201(44) — 1 case

House of Stainless, Inc. v. Marshall & Ilsley Bank, 249 N.W.2d 561 (Wis. 1977).

— Wis. Stat. § 401.201(44)(a) — 1 case

Johnson v. Richardson (In Re Richardson), 47 B.R. 113 (Bankr. W.D. Wis. 1985).

— Wis. Stat. § 401.201(44)(d) — 2 cases

Merrill Lynch, Pierce, Fenner & Smith, Inc. v. Van Kylen (In Re Van Kylen), 98 B.R. 455 (Bankr. W.D. Wis. 1989). “” Section 401.201(44)(d) tells us that: [A] person gives value for rights if he acquires them: [[Image here]] (d)Generally, in return for any consideration sufficient to support a simple contract.”

Am. Wood Dryers, Inc. v. Bombardier Capital, Inc., 305 F. Supp. 2d 966 (W.D. Wis. 2002).

— Wis. Stat. § 401.201(9) — 3 cases

Robert L. Preston v. United States, 696 F.2d 528 (7th Cir. 1982).

Textron Fin. Corp. v. Firstar Bank Wisconsin, 579 N.W.2d 48 (Wis. Ct. App. 1998).

First Am. Nat'l Bank of Wausau v. Fiesta Corp. (In Re Fiesta Corp.), 25 B.R. 236 (Bankr. W.D. Wis. 1982).

— Wis. Stat. § 401.201(f) — 2 cases

Ceme-Tube LLC v. Chroma Color Corp. (W.D. Wis. 2024).

Buddy's Plant Plus Corp. v. Viking Masek Global Packaging Tech., LLC (Wis. Ct. App. 2025).

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