Legislation

* Section 12--102. Definitions.

(a) In this article:

(1) "Controllable electronic record" means a record stored in an
electronic medium that can be subjected to control under Section 12-105.
The term does not include a controllable account, a controllable payment
intangible, a deposit account, an electronic copy of a record evidencing
chattel paper, an electronic document of title, electronic money,
investment property, or a transferable record.

(2) "Qualifying purchaser" means a purchaser of a controllable
electronic record or an interest in a controllable electronic record
that obtains control of the controllable electronic record for value, in
good faith, and without notice of a claim of a property right in the
controllable electronic record. In the case of a controllable electronic
record that would be a "draft" or a "note", as those terms are defined
in Section 3--104, if the controllable electronic record were a signed
writing, Section 3--304(7) applies to the determination of whether a
purchaser obtains control of the controllable electronic record without
notice of a claim of a property right in it as if the reference in that
subsection to "the instrument" referred to the controllable electronic
record. The preceding sentence applies even if the controllable
electronic record contains a term by which an obligor or account debtor
on the controllable account or controllable payment intangible evidenced
by the controllable electronic record waives or agrees not to assert
against an assignee of the controllable electronic record any claim or
defense that the obligor or account debtor may have against the
assignor.

(3) "Transferable record" means an electronic record that either:

(A) is a "transferable record" under Section 201(a)(1) of the
Electronic Signatures in Global and National Commerce Act, 15 U.S.C.
Section 7021(a)(1), as amended; or,

(B) is governed by the law of any State that has enacted or adopted
the Uniform Electronic Transactions Act substantially as approved and
recommended for enactment in all the States by the National Conference
of Commissioners on Uniform State Laws in 1999 and is a "transferable
record" under Section 16(a) of that Act.

(4) "Value" has the meaning provided in Section 3-303(a), as if
references in that subsection to an "instrument" were references to a
controllable account, controllable electronic record, or controllable
payment intangible.

(b) Definitions in other articles. The following definitions in other
articles apply to this article:

(1) The definitions in Article 9 of "account debtor", "controllable
account", "controllable payment intangible", "chattel paper", "deposit
account", "electronic money", and "investment property" apply to this
article.

(2) Article 1 contains general definitions and principles of
construction and interpretation applicable throughout this article.

* NB Effective June 3, 2026