Senate Bill No. 157
(By Senators Wooton, Bowman, Buckalew, Deem, Dittmar, Miller,
Oliverio, Ross and Scott)
[Originating in the Committee on the Judiciary;
reported January 26, 1996.]
A BILL to amend and reenact section one hundred five, article
nine, chapter forty-six of the code of West Virginia, one
thousand nine hundred thirty-one, as amended, relating to
clarifying that a certificated certificate of deposit is an
"instrument" for purposes of secured transactions governed
by the uniform commercial code.
Be it enacted by the Legislature of West Virginia:
That section one hundred five, article nine, chapter
forty-six of the code of West Virginia, one thousand nine hundred
thirty-one, as amended, be amended and reenacted to read as
ARTICLE 9. SECURED TRANSACTIONS; SALES OF ACCOUNTS AND CHATTEL
§46-9-105. Definitions and index of definitions.
(1) In this article, unless the context otherwise requires:
(a) "Account debtor" means the person who is obligated on an
account, chattel paper or general intangible;
(b) "Chattel paper" means a writing or writings which
evidence both a monetary obligation and a security interest in or
a lease of specific goods, but a charter or other contract
involving the use or hire of a vessel is not chattel paper. When
a transaction is evidenced both by such a security agreement or
a lease and by an instrument or a series of instruments, the
group of writings taken together constitutes chattel paper;
(c) "Collateral" means the property subject to a security
interest, and includes accounts, and chattel paper which have
(d) "Debtor" means the person who owes payment or other
performance of the obligation secured, whether or not he owns or
has rights in the collateral, and includes the seller of
accounts, or chattel paper. Where the debtor and the owner of
the collateral are not the same person, the term "debtor" means
the owner of the collateral in any provision of the article
dealing with the collateral, the obligor in any provision dealing
with the obligation, and may include both where the context so requires;
(e) "Deposit account" means a demand, time, savings,
passbook or like account maintained with a bank, savings and loan
association, credit union or like organization, other than an
account evidenced by a certificate of deposit;
(f) "Document" means document of title as defined in the
general definitions of article 1 (section 1-201), and a receipt
of the kind described in subsection (2) of section 7-201;
(g) "Encumbrance" includes real estate mortgages and other
liens on real estate and all other rights in real estate that are
not ownership interests;
(h) "Goods" includes all things which are moveable at the
time the security interest attaches or which are fixtures
(section 9-313), but does not include money, documents,
instruments, investment property, commodity contracts, accounts,
chattel paper, general intangibles, or minerals or the like
(including oil and gas) before extraction. "Goods" also includes
standing timber which is to be cut and removed under a conveyance
or contract for sale, the unborn young of animals, and growing
(i) "Instrument" means a negotiable instrument (defined in section 3-104), or any other writing which evidences a right to
the payment of money and is not itself a security agreement or
lease and is of a type which is in ordinary course of business
transferred by delivery with any necessary endorsement or
assignment, including, but not limited to, all certificated
certificates of deposit. The term does not include investment
(j)"Mortgage" means a consensual interest created by a real
estate mortgage, a trust deed on real estate, or the like;
(k) An advance is made "pursuant to commitment" if the
secured party has bound himself to make it, whether or not a
subsequent event of default or other event not within his control
has relieved or may relieve him from his obligation;
(l) "Security agreement" means an agreement which creates or
provides for a security interest;
(m) "Secured party" means a lender, seller or other person
in whose favor there is a security interest, including a person
to whom accounts or chattel paper have been sold. When the
holders of obligations issued under an indenture of trust,
equipment trust agreement or the like are represented by a
trustee or other person, the representative is the secured party;
(n) "Transmitting utility" means any person primarily
engaged in the railroad, street railway or trolley bus business,
the electric or electronics communications transmission business,
the transmission of goods by pipeline, or the transmission or the
production and transmission of electricity, steam, gas or water,
or the provision of sewer service.
(2) Other definitions applying to this article and the
sections in which they appear are:
"Commodity contract".Section 9-115.
"Commodity customer".Section 9-115.
"Commodity intermediary".Section 9-115.
"Construction mortgage".Section 9-313(1).
"Consumer goods".Section 9-109(1).
"Farm products".Section 9-109(3).
"Fixture filing".Section 9-313(1).
"General intangibles".Section 9-106.
"Investment property".Section 9-115.
"Lien creditor".Section 9-301(3).
"Purchase money security interest".Section 9-107.
"United States".Section 9-103.
(3) The following definitions in other articles apply to
"Certificated security".Section 8-102.
"Clearing corporation".Section 8-102.
"Contract for sale".Section 2-106.
"Entitlement holder".Section 8-102.
"Financial asset".Section 8-102.
"Holder in due course".Section 3-302.
"Securities intermediary".Section 8-102.
"Security certificate".Section 8-102.
"Security entitlement".Section 8-102.
"Uncertificated security".Section 8-102.
(4) In addition, article 1 contains general definitions and
principles of construction and interpretation applicable
throughout this article.
(NOTE: The purpose of this bill is to clarify that all
certificated certificates of deposit qualify as instruments under
the uniform commercial code.
Strike-throughs indicate language that would be stricken
from the present law, and underscoring indicates new language
that would be added.)