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2. Interpretation

In this Act —

“acquisition secured creditor” means a secured creditor that has an acquisition security interest;

“acquisition security interest” means —

(a) a security interest in tangible property;

(b) a security interest in intellectual property; or

(c) a security interest in the rights of a licensee under a licence of intellectual property,
1. which secures an obligation to pay an unpaid portion of the purchase price of the property, or other credit extended to enable the grantor to acquire an interest in the property to the extent that the credit is used for that purpose;

“amendment notice” means a notice registered under section 30;

“bank” has the meaning assigned under section 2(1) of the Banking Act;

“banking business” has the meaning assigned under section 2(1) of the Banking Act;

“business day” does not include a Saturday, Sunday or bank holiday;

“cancellation notice” means a notice registered under section 31;

“certificated non-intermediated securities” means a non-intermediated security represented by a certificate that —

(a) provides that the person entitled to the securities is the person in possession of the certificate; or

(b) identifies the person entitled to the securities;

“competing claimant” —

(a) means a creditor of a grantor or another person with a right in an encumbered property that may be in competition with the right of a secured creditor in the same encumbered property;

(b) includes —
1. (i) another secured creditor of the grantor that has a security interest in the same encumbered property,
1. (ii) another creditor of the grantor that has an interest in the same encumbered property,
1. (iii) the insolvency representative in insolvency proceedings under bankruptcy and insolvency law in respect of the grantor, and
1. (iv) a buyer or other transferee, lessee or licensee of the encumbered property;

“consumer goods” means goods primarily used or intended to be used by the grantor for household purposes;

“control agreement” in relation to a right to payment of funds credited to a deposit account, means an agreement in writing between a financial institution, the grantor and the secured creditor, according to which the financial institution agrees to follow an instruction from the secured creditor with respect to the payment of funds without further consent from the grantor;

“corporation” means a company formed or registered under the laws of Saint Lucia or an incorporated entity, wherever incorporated, that carries on business in Saint Lucia or that has property in Saint Lucia;

“credit institution” —

(a) means —
1. (i) a business licensed under the Money Services Business Act,
1. (ii) a credit union registered under the Co-operative Societies Act, or
1. (iii) a business licensed under an enactment that engages in money-lending or granting credit facilities;

(b) does not include a bank or licensed financial institution under the Banking Act;

“debtor” —

(a) means a person that owes payment or other performance of a secured obligation, whether or not that person is the grantor of the security interest for securing payment or performing the obligation;

(b) includes a secondary obligor;

“debtor of receivables” —

(a) means a person that owes payment of receivables that is subject to a security interest;

(b) includes a secondary obligor;

“debtor of trade receivables” —

(a) means a person that owes payment of trade receivables that is subject to a security interest;

(b) includes a secondary obligor;

“default” —

(a) means the failure of a debtor to pay or perform a secured obligation in accordance with its terms;

(b) includes an event that constitutes a default under the terms of the security agreement;

“deposit account” means an account maintained by a financial institution to which funds may be credited or debited;

“document of title” means a warehouse receipt, bill of lading, or other record that embodies a right to delivery of tangible property and satisfies the requirements for negotiability;

“Eastern Caribbean Central Bank” means the bank established under Article 3 of the Agreement establishing the Eastern Caribbean Central Bank made on the 5^th day of July, 1983 the text of which is set out in the Eastern Caribbean Central Bank Agreement Act;

“encumbered property” means —

(a) movable property that is subject to a security interest; and

(b) receivables that is the subject of a transfer;

“equipment” means tangible property, other than inventory or consumer goods, that are primarily used or intended to be used for business operations by the grantor;

“financial institution” means —

(a) a bank;

(b) a credit institution;

(d) an international insurance company licensed under the International Insurance Act;

(e) an international bank registered under the International Banks Act; or

(f) a licensed financial institution;

“former security interest” means a right created by an agreement entered into before the commencement of this Act that is a security interest within the meaning of this Act and to which this Act would have applied if in force when the right was created;

“future property” means movable property that does not exist or that the grantor does not have a right in or the power to encumber at the time the security agreement is concluded;

“grantor” means —

(a) a person that creates a security interest to secure an obligation of that person or another person;

(b) a buyer or other transferee, lessee, or licensee of an encumbered property that acquires a right subject to a security interest; and

“immovable property” includes —

(a) an emphyteutic lease;

(b) land;

“initial notice” means a notice registered under section 29;

“intangible property” —

(a) means movable property;

(b) includes receivables, chose in action, deposit account, electronic securities and intellectual property rights;

“intellectual property rights” means —

(a) a copyright under the Copyright Act;

(b) a right to use a registered geographical indication under section 6 of the Geographical Indications Act;

(d) a right conferred on a right holder as defined under section 2 of the Layout-Designs (Topographies) of Integrated Circuits Act;

(e) a trade mark under the Trade Marks Act;

(f) another right related to a right under paragraphs (a) to (e);

(g) a right similar to a right under paragraphs (a) to (e) created under the law of another State which is valid under the laws of Saint Lucia;

“inventory” means tangible property held by the grantor for sale or lease in the ordinary course of the business of the grantor, including raw material and work-in progress;

“judgement creditor” means a creditor that has obtained a lien in respect of movable property under a judgement or provisional order of the court;

“knowledge” means actual knowledge;

“licensed financial institution” has the meaning assigned under the Banking Act;

“mass” means a tangible asset which results when a tangible asset is commingled with one or more other tangible assets of the same kind causing each tangible asset to lose its separate identity;

“Minister” means the Minister responsible for finance;

“money” means a bank note and coin issued by the Eastern Caribbean Central Bank and a note and coin authorized as legal tender by another country;

“movable property” —

(a) means tangible property or intangible property;

(b) does not include immovable property;

“negotiable instrument” means —

(a) a bill of exchange;

(b) a cheque;

(d) any other document recognized under the Commercial Code, of the Revised Laws of Saint Lucia, 1957 as a promise for payment of a sum by a specific person;

“non-intermediated securities” does not include securities credited to a securities account and the resulting rights;

“notification of a security interest in receivables” means a notification by the grantor or the secured creditor under section 78, informing the debtor of receivables that is subject to a security interest;

“person” —

(a) means an individual, a corporate body or an unincorporated body;

(b) in relation to the registration of a security interest, includes a financial institution;

“possession” means the actual physical possession of tangible property by a person or the person's representative, or by an independent person who acknowledges holding the tangible property for that person;

“priority” means the right of a person in encumbered property in preference to the right of a competing claimant;

“proceeds” —

(a) means whatever is received in respect of encumbered property;

(b) includes whatever is received as a result of the sale or other transfer, lease, licence or collection of encumbered property, natural fruits, insurance proceeds, a claim arising from defects in, damage to or loss of encumbered property, and proceeds of such proceeds;

“product” means tangible property which results when —

(a) tangible property is physically associated or united with one or more other tangible properties of a different kind, and each tangible property loses its separate identity; or

(b) one or more tangible properties are manufactured, assembled or processed, and each tangible property loses its separate identity;

“receivables” —

(a) means a right to payment of a monetary obligation;

(b) does not include a right to payment —
1. (i) evidenced by a negotiable instrument,
1. (ii) of funds credited to a deposit account, and
1. (iii) under a non-intermediated security;

“Register” means the Register of Security Interests in Movable Property under section 44;

“registered notice” means —

(a) an initial notice;

(b) an amendment notice; or

“registration number” means a number assigned to an initial notice;

“Registry” means the Registry of the High Court;

“secondary obligor” includes —

(a) in relation to a debtor, a guarantor of a secured obligation;

(b) in relation to a debtor of receivables, a guarantor of a receivable;

“secured creditor” —

(a) means a person that has a security interest;

(b) includes a transferee in a transfer of receivables;

“secured obligation” —

(a) means an obligation secured by a security interest;

(b) does not include the interest of a transferee in a transfer of a receivable;

“securities” has the meaning assigned under the Securities Act;

“securities account” means an account maintained by an intermediary to which securities may be credited or debited;

“security agreement” means an agreement, regardless of whether the parties have denominated it as a security agreement, between a grantor and a secured creditor that provides for —

(a) the creation of a security interest; and

(b) the transfer of receivables;

“security interest” means a property interest in movable property, created under sections 6 to 17;

“signed” includes data in electronic form, affixed to or logically associated with an electronic communication, which may be used to identify the signatory in relation to the electronic communication and to indicate the approval of the signatory of the information contained in the electronic communication;

“tangible property” —

(a) means goods in relation to —
1. (i) an acquisition security interest,
1. (ii) equipment,
1. (iii) inventory,
1. (iv) mass,
1. (v) product,
1. (vi) sections 12, 22, 56, 57, 59, 60, 61, 62, and 63;

(b) includes goods, money, a negotiable instrument, a document of title and certificated non-intermediated securities;

“trade receivables” means —

(a) receivables arising from a contract for —
1. (i) the supply or lease of goods or services, other than financial services,
1. (ii) construction works,
1. (iii) the sale or lease of immovable property, or
1. (iv) the sale, lease or licence of industrial or other intellectual property or of proprietary information; or