Also known as: thing in action · chose in action · choses in action
Written by attorneys · grounded in primary & secondary sources — see below
A category of personal property consisting of intangible rights or claims enforceable only by legal action rather than physical possession. The category encompasses contract rights, debts, and other choses in action that fall outside the definition of goods and within the residual class of general intangibles.
Titan Industries agrees to sell its portfolio of patent licenses to True North Logistics for a fixed price. The licenses represent rights to receive royalties from third-party manufacturers. Because the licenses constitute things in action rather than movable items, the transaction is not a sale of goods under Article 2.
Delta Hotels grants Maple Suites a security interest in its rights to receive performance-based management fees under long-term contracts. The fees remain subject to verification and possible forfeiture. The rights qualify as things in action and therefore fall within the definition of general intangibles rather than accounts.
Select any source to read its text and confirm it supports the definition.
During declared hostilities, a U.S. resident holds a debt owed by a foreign national. The debt is a thing in action that becomes subject to government seizure along with tangible enemy property.
A defendant removes documents evidencing a debt owed to the victim. The documents represent a thing in action, so the taking supports a larceny conviction even though no physical chattel changes hands.
A legislature retroactively extinguishes a pending contract claim held by a private party. The claim is a thing in action whose destruction raises a question whether the statute operates as an ex post facto law.
A civilian contractor working overseas is accused of misappropriating funds owed under a government contract. The funds represent a thing in action whose status affects whether a court-martial has jurisdiction over the civilian.
Things in action are excluded from the definition of goods because they are intangible rights enforceable only by legal action rather than by physical possession or delivery. Goods must be movable at the time of identification to the contract.
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Yes. The UCC expressly includes things in action within the residual category of general intangibles, which covers personal property other than accounts, goods, instruments, and other enumerated types of collateral.
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A security interest can attach when the collateral description uses the term general intangibles, because that term expressly encompasses things in action that do not qualify as accounts or other excluded categories.
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Rights to payment that remain subject to substantial conditions precedent are treated as things in action and therefore as general intangibles rather than accounts, because accounts require an unconditional right to payment for services already rendered.
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…or withholds, by any means whatever, from the possession of the true owner or of any other person any money, personal property, thing in action, evidence of debt or contract, or article of value of any kind, steals such property and is guilty of larceny.” The same section provides further that it shall be no defense to a…