Tex. Bus. & Com. Code Section 2A.103
Definitions and Index of Definitions


(a)

In this chapter unless the context otherwise requires:

(1)

“Buyer in the ordinary course of business” means a person who in good faith and without knowledge that the sale to him or her is in violation of the ownership rights or security interest or leasehold interest of a third party in the goods buys in the ordinary course from a person in the business of selling goods of that kind but does not include a pawnbroker. “Buying” may be for cash or by exchange of other property or on secured or unsecured credit and includes acquiring goods or documents of title under a preexisting contract for sale but does not include a transfer in bulk or as security for or in total or partial satisfaction of a money debt.

(2)

“Cancellation” occurs when either party puts an end to the lease contract for default by the other party.

(3)

“Commercial unit” means a unit of goods as by commercial usage is a single whole for purposes of lease and division of which materially impairs its character or value on the market or in use. A commercial unit may be a single article, as a machine, or a set of articles, as a suite of furniture or a line of machinery, or a quantity, as a gross or carload, or any other unit treated in use or in the relevant market as a single whole.

(4)

“Conforming” goods or performance under a lease contract means performance or goods that are in accordance with the obligations under the lease contract.

(5)

“Consumer lease” means a lease that a lessor regularly engaged in the business of leasing or selling makes to a lessee who is an individual and who takes under the lease primarily for a personal, family, or household purpose, if the total payments to be made under the lease contract, excluding payments for options to renew or buy, do not exceed $25,000.

(6)

“Fault” means a wrongful act, omission, breach, or default.

(7)

“Finance lease” means a lease with respect to which:

(A)

the lessor does not select, manufacture, or supply the goods;

(B)

the lessor acquires the goods or the right to possession and use of the goods in connection with the lease; and

(C)

one of the following occurs:
(i)
the lessee receives a copy of the contract by which the lessor acquired the goods or the right to possession and use of the goods before signing the lease contract;
(ii)
the lessee’s approval of the contract by which the lessor acquired the goods or the right to possession and use of the goods is a condition to effectiveness of the lease contract;
(iii)
the lessee, before signing the lease contract, receives an accurate and complete statement designating the promises and warranties, and any disclaimers of warranties, limitations or modifications of remedies, or liquidated damages, including those of a third party, such as the manufacturer of the goods, provided to the lessor by the person supplying the goods in connection with or as part of the contract by which the lessor acquired the goods or the right to possession and use of the goods; or
(iv)
if the lease is not a consumer lease, the lessor, before the lessee signs the lease contract, informs the lessee in writing (a) of the identity of the person supplying the goods to the lessor, unless the lessee has selected that person and directed the lessor to acquire the goods or the right to possession and use of the goods from that person, (b) that the lessee is entitled under this chapter to the promises and warranties, including those of any third party, provided to the lessor by the person supplying the goods in connection with or as part of the contract by which the lessor acquired the goods or the right to possession and use of the goods, and (c) that the lessee may communicate with the person supplying the goods to the lessor and receive an accurate and complete statement of those promises and warranties, including any disclaimers and limitations of them or of remedies.

(8)

“Goods” means all things that are moveable at the time of identification to the lease contract, or are fixtures (Section 2A.309 (Lessor’s and Lessee’s Rights When Goods Become Fixtures)), but the term does not include money, documents, instruments, accounts, chattel paper, general intangibles, or minerals or the like, including oil and gas, before extraction. The term also includes the unborn young of animals.

(9)

“Installment lease contract” means a lease contract that authorizes or requires the delivery of goods in separate lots to be separately accepted, even though the lease contract contains the clause “each delivery is a separate lease” or its equivalent.

(10)

“Lease” means a transfer of the right to possession and use of goods for a term in return for consideration, but a sale, including a sale on approval or a sale or return, or retention or creation of a security interest is not a lease. Unless the context clearly indicates otherwise, the term includes a sublease.

(11)

“Lease agreement” means the bargain, with respect to the lease, of the lessor and the lessee in fact as found in their language or by implication from other circumstances including course of dealing or usage of trade or course of performance as provided by this chapter. Unless the context clearly indicates otherwise, the term includes a sublease agreement.

(12)

“Lease contract” means the total legal obligation that results from the lease agreement as affected by this chapter and any other applicable rules of law. Unless the context clearly indicates otherwise, the term includes a sublease contract.

(13)

“Leasehold interest” means the interest of the lessor or the lessee under a lease contract.

(14)

“Lessee” means a person who acquires the right to possession and use of goods under a lease. Unless the context clearly indicates otherwise, the term includes a sublessee.

(15)

“Lessee in ordinary course of business” means a person who in good faith and without knowledge that the lease to him or her is in violation of the ownership rights or security interest or leasehold interest of a third party in the goods, leases in ordinary course from a person in the business of selling or leasing goods of that kind but does not include a pawnbroker. “Leasing” may be for cash or by exchange of other property or on secured or unsecured credit and includes acquiring goods or documents of title under a preexisting lease contract but does not include a transfer in bulk or as security for or in total or partial satisfaction of a money debt.

(16)

“Lessor” means a person who transfers the right to possession and use of goods under a lease. Unless the context clearly indicates otherwise, the term includes a sublessor.

(17)

“Lessor’s residual interest” means the lessor’s interest in the goods after the expiration, termination, or cancellation of the lease contract.

(18)

“Lien” means a charge against or interest in goods to secure payment of a debt or performance of an obligation, but the term does not include a security interest.

(19)

“Lot” means a parcel or a single article that is the subject matter of a separate lease or delivery, whether or not it is sufficient to perform the lease contract.

(20)

“Merchant lessee” means a lessee that is a merchant with respect to goods of the kind subject to the lease.

(21)

“Present value” means the amount as of a date certain of one or more sums payable in the future, discounted to the date certain. The discount is determined by the interest rate specified by the parties if the rate was not manifestly unreasonable at the time the transaction was entered into; otherwise, the discount is determined by a commercially reasonable rate that takes into account the facts and circumstances of each case at the time the transaction was entered into.

(22)

“Purchase” includes taking by sale, lease, mortgage, security interest, pledge, gift, or any other voluntary transaction creating an interest in goods.

(23)

“Sublease” means a lease of goods the right to possession and use of which was acquired by the lessor as a lessee under an existing lease.

(24)

“Supplier” means a person from whom a lessor buys or leases goods to be leased under a finance lease.

(25)

“Supply contract” means a contract under which a lessor buys or leases goods to be leased.

(26)

“Termination” occurs when either party pursuant to a power created by agreement or law puts an end to the lease contract otherwise than for default.

(b)

Other definitions applying to this chapter and the sections in which they appear are:
“Accessions”. Section 2A.310 (Lessor’s and Lessee’s Rights When Goods Become Accessions)(a).
“Construction mortgage”. Section 2A.309 (Lessor’s and Lessee’s Rights When Goods Become Fixtures)(a)(4).
“Encumbrance”. Section 2A.309 (Lessor’s and Lessee’s Rights When Goods Become Fixtures)(a)(5).
“Fixtures”. Section 2A.309 (Lessor’s and Lessee’s Rights When Goods Become Fixtures)(a)(1).
“Fixture filing”. Section 2A.309 (Lessor’s and Lessee’s Rights When Goods Become Fixtures)(a)(2).
“Purchase money lease”. Section 2A.309 (Lessor’s and Lessee’s Rights When Goods Become Fixtures)(a)(3).

(c)

The following definitions in other chapters apply to this chapter:
“Account”. Section 9.102 (Definitions and Index of Definitions)(a)(2).
“Between merchants”. Section 2.104(c).
“Buyer”. Section 2.103 (Definitions and Index of Definitions)(a)(1).
“Chattel paper”. Section 9.102 (Definitions and Index of Definitions)(a)(11).
“Consumer goods”. Section 9.102 (Definitions and Index of Definitions)(a)(23).
“Document”. Section 9.102 (Definitions and Index of Definitions)(a)(30).
“Entrusting”. Section 2.403(c).
“General intangible”. Section 9.102 (Definitions and Index of Definitions)(a)(42).
“Instrument”. Section 9.102 (Definitions and Index of Definitions)(a)(47).
“Merchant”. Section 2.104(a).
“Mortgage”. Section 9.102 (Definitions and Index of Definitions)(a)(55).
“Pursuant to commitment”. Section 9.102 (Definitions and Index of Definitions)(a)(69).
“Receipt”. Section 2.103 (Definitions and Index of Definitions)(a)(3).
“Sale”. Section 2.106(a).
“Sale on approval”. Section 2.326 (Sale on Approval and Sale or Return; Rights of Creditors).
“Sale or return”. Section 2.326 (Sale on Approval and Sale or Return; Rights of Creditors).
“Seller”. Section 2.103 (Definitions and Index of Definitions)(a)(4).

(d)

In addition Chapter 1 (Uniform Commercial Code) contains general definitions and principles of construction and interpretation applicable throughout this chapter.
Added by Acts 1993, 73rd Leg., ch. 570, Sec. 1, eff. Sept. 1, 1993. Amended by Acts 1999, 76th Leg., ch. 414, Sec. 2.19, eff. July 1, 2001; Acts 2003, 78th Leg., ch. 542, Sec. 4, eff. Sept. 1, 2003.
Amended by:
Acts 2005, 79th Leg., Ch. 122 (S.B. 1593), Sec. 13, eff. September 1, 2005.

Source: Section 2A.103 — Definitions and Index of Definitions, https://statutes.­capitol.­texas.­gov/Docs/BC/htm/BC.­2A.­htm#2A.­103 (accessed Mar. 23, 2024).

2A.101
Short Title
2A.102
Scope
2A.103
Definitions and Index of Definitions
2A.104
Leases Subject to Other Laws
2A.105
Territorial Application of Chapter to Goods Covered by Certificate of Title
2A.106
Limitation on Power of Parties to Consumer Lease to Choose Applicable Law and Judicial Forum
2A.107
Waiver or Renunciation of Claim or Right After Default
2A.108
Unconscionability
2A.109
Option to Accelerate at Will
2A.201
Statute of Frauds
2A.202
Final Written Expression
2A.203
Seals Inoperative
2A.204
Formation in General
2A.205
Firm Offers
2A.206
Offer and Acceptance in Formation of Lease Contract
2A.208
Modification, Rescission and Waiver
2A.209
Lessee Under Finance Lease as Beneficiary of Supply Contract
2A.210
Express Warranties
2A.211
Warranties Against Interference and Against Infringement
2A.212
Implied Warranty of Merchantability
2A.213
Implied Warranty of Fitness for Particular Purpose
2A.214
Exclusion or Modification of Warranties
2A.215
Accumulation and Conflict of Warranties Express or Implied
2A.216
Third-party Beneficiaries of Express and Implied Warranties
2A.217
Identification
2A.218
Insurance and Proceeds
2A.219
Risk of Loss
2A.220
Effect of Default on Risk of Loss
2A.221
Casualty to Identified Goods
2A.301
Enforceability of Lease Contract
2A.302
Title to and Possession of Goods
2A.303
Alienability of Party’s Interest Under Lease Contract or of Lessor’s Residual Interest in Goods
2A.304
Subsequent Lease of Goods by Lessor
2A.305
Sale or Sublease of Goods by Lessee
2A.306
Priority of Certain Liens Arising by Operation of Law
2A.307
Priority of Liens Arising by Attachment or Levy On, Security Interests In, and Other Claims to Goods
2A.308
Special Rights of Creditors
2A.309
Lessor’s and Lessee’s Rights When Goods Become Fixtures
2A.310
Lessor’s and Lessee’s Rights When Goods Become Accessions
2A.401
Insecurity: Adequate Assurance of Performance
2A.402
Anticipatory Repudiation
2A.403
Retraction of Anticipatory Repudiation
2A.404
Substituted Performance
2A.405
Excused Performance
2A.406
Procedure on Excused Performance
2A.407
Irrevocable Promises: Finance Leases
2A.501
Default: Procedure
2A.502
Notice After Default
2A.503
Modification or Impairment of Rights and Remedies
2A.504
Liquidation of Damages
2A.505
Cancellation and Termination and Effect of Cancellation, Termination, Rescission, or Fraud on Rights and Remedies
2A.506
Statute of Limitations
2A.507
Proof of Market Rent
2A.508
Lessee’s Remedies
2A.509
Lessee’s Rights on Improper Delivery
2A.510
Installment Lease Contracts: Rejection and Default
2A.511
Merchant Lessee’s Duties as to Rightfully Rejected Goods
2A.512
Lessee’s Duties as to Rightfully Rejected Goods
2A.513
Cure by Lessor of Improper Tender or Delivery
2A.514
Waiver of Lessee’s Objections
2A.515
Acceptance of Goods
2A.516
Effect of Acceptance of Goods
2A.517
Revocation of Acceptance of Goods
2A.518
Cover
2A.519
Lessee’s Damages for Nondelivery, Repudiation, Default, and Breach of Warranty in Regard to Accepted Goods
2A.520
Lessee’s Incidental and Consequential Damages
2A.521
Lessee’s Right to Specific Performance, Replevin, and Other Remedies
2A.522
Lessee’s Right to Goods on Lessor’s Insolvency
2A.523
Lessor’s Remedies
2A.524
Lessor’s Right to Identify Goods to Lease Contract
2A.525
Lessor’s Right to Possession of Goods
2A.526
Lessor’s Stoppage of Delivery in Transit or Otherwise
2A.527
Lessor’s Rights to Dispose of Goods
2A.528
Lessor’s Damages for Nonacceptance, Failure to Pay, Repudiation, or Other Default
2A.529
Lessor’s Action for the Rent
2A.530
Lessor’s Incidental Damages
2A.531
Standing to Sue Third Parties for Injury to Goods
2A.532
Lessor’s Rights to Residual Interest

Accessed:
Mar. 23, 2024

§ 2A.103’s source at texas​.gov