Title 45 — Trade and Commerce
49 chapters · 1,288 sections in this title.
AS 45.12.101 Short title.
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This chapter may be cited as the Uniform Commercial Code — Leases.
AS 45.12.102 Scope.
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This chapter applies to any transaction, regardless of form, that creates a lease.
AS 45.12.103 Definitions and index of definitions.
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(a) In this chapter, unless the context otherwise requires, (1) “buyer in ordinary course of business” means a person who, in good faith and without knowledge that the sale to that person is in violation of the ownership rights or security interest or leasehold interest of a thir…
AS 45.12.104 Leases subject to other law.
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(a) A lease, although subject to this chapter, is also subject to an applicable (1) certificate of title statute of this state, including AS 28.10.201; (2) certificate of title statute of another jurisdiction as provided in AS 45.12.105; (3) consumer protection statute of this st…
AS 45.12.105 Territorial application of article to goods covered by certificate of title.
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Subject to the provisions of AS 45.12.304(c) and 45.12.305(c), with respect to goods covered by a certificate of title issued under a statute of this state or of another jurisdiction, compliance and the effect of compliance or noncompliance with a certificate of title statute are…
AS 45.12.106 Limitation on power of parties to consumer lease to choose applicable law and judicial forum.
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(a) If the law chosen by the parties to a consumer lease is that of a jurisdiction other than a jurisdiction in which the lessee resides at the time the lease agreement becomes enforceable or within 30 days after that date or in which the goods are to be used, the choice is not e…
AS 45.12.107 Waiver or renunciation of claim or right after default or breach.
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A claim or right arising out of an alleged default or breach of warranty may be discharged in whole or in part without consideration by a written waiver or renunciation signed and delivered by the aggrieved party.
AS 45.12.108 Unconscionability.
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(a) If the court as a matter of law finds a lease contract or a clause of a lease contract to have been unconscionable at the time it was made, the court may refuse to enforce the lease contract, or it may enforce the remainder of the lease contract without the unconscionable cla…
AS 45.12.109 Option to accelerate at will.
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Article 2. Formation and Construction of Lease Contract. (a) A term providing that one party or the party's successor in interest may accelerate payment or performance or require collateral or additional collateral “at will” or “when the party considers itself insecure,” or in wo…
AS 45.12.201 Statute of frauds.
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(a) A lease contract is not enforceable by way of action or defense unless (1) the total payments to be made under the lease contract, excluding payments for options to renew or buy, are less than $1,000; or (2) there is a writing, signed by the party against whom enforcement is …
AS 45.12.202 Final written expression: parol or extrinsic evidence.
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Terms with respect to which the confirmatory memoranda of the parties agree or that are otherwise set out in a writing intended by the parties as a final expression of their agreement with respect to the terms that are included in the memoranda or other writing may not be contrad…
AS 45.12.203 Seals inoperative.
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The affixing of a seal to a writing evidencing a lease contract or an offer to enter into a lease contract does not render the writing a sealed instrument, and the law with respect to sealed instruments does not apply to the lease contract or offer.
AS 45.12.204 Formation in general.
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(a) A lease contract may be made in any manner sufficient to show agreement, including conduct by both parties that recognizes the existence of a lease contract. (b) An agreement sufficient to constitute a lease contract may be found although the moment of its making is undetermi…
AS 45.12.205 Firm offers.
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An offer by a merchant to lease goods to or from another person in a signed writing that by its terms gives assurance that it will be held open is not revocable, for lack of consideration, during the time stated or, if no time is stated, for a reasonable time; however, in no even…
AS 45.12.206 Offer and acceptance in formation of lease contract.
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(a) Unless otherwise unambiguously indicated by the language or circumstances, an offer to make a lease contract must be construed as inviting acceptance in any manner and by any medium reasonable under the circumstances. (b) If the beginning of a requested performance is a reaso…
AS 45.12.207 Course of performance or practical construction. [Repealed, § 113 ch 44 SLA 2009.]
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[Repealed or reserved.]
AS 45.12.208 Modification, rescission, and waiver.
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(a) An agreement modifying a lease contract does not need consideration to be binding. (b) A signed lease agreement that excludes modification or rescission except by a signed writing may not be otherwise modified or rescinded, but, except as between merchants, such a requirement…
AS 45.12.209 Lessee under finance lease as beneficiary of supply contract.
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(a) The benefit of a supplier's promises to the lessor under the supply contract and of all warranties, whether express or implied, including those of a third party provided in connection with or as part of the supply contract, extends to the lessee to the extent of the lessee's …
AS 45.12.210 Express warranties.
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(a) Express warranties by the lessor are created as follows: (1) an affirmation of fact or promise made by the lessor to the lessee that relates to the goods and becomes part of the basis of the bargain creates an express warranty that the goods will conform to the affirmation or…
AS 45.12.211 Warranties against interference and against infringement; lessee's obligation against infringement.
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(a) There is in a lease contract a warranty that for the lease term a person does not hold a claim to or interest in the goods that arose from an act or omission of the lessor, other than a claim by way of infringement or the like, that will interfere with the lessee's enjoyment …
AS 45.12.212 Implied warranty of merchantability.
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(a) Except in a finance lease, a warranty that the goods will be merchantable is implied in a lease contract if the lessor is a merchant with respect to goods of that kind. (b) Goods to be merchantable must be at least goods that (1) pass without objection in the trade under the …
AS 45.12.213 Implied warranty of fitness for particular purpose.
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Except in a finance lease, if the lessor at the time the lease contract is made has reason to know of a particular purpose for which the goods are required and that the lessee is relying on the lessor's skill or judgment to select or furnish suitable goods, there is in the lease …
AS 45.12.214 Exclusion or modification of warranties.
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(a) Words or conduct relevant to the creation of an express warranty and words or conduct tending to negate or limit a warranty shall be construed wherever reasonable as consistent with each other; but, subject to the provisions of AS 45.12.202 on parol or extrinsic evidence, neg…
AS 45.12.215 Cumulation and conflict of warranties express or implied.
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Warranties, whether express or implied, shall be construed as consistent with each other and as cumulative, but if that construction is unreasonable, the intention of the parties determines which warranty is dominant. In ascertaining that intention the following rules apply: (1) …
AS 45.12.216 Third-party beneficiaries of express and implied warranties.
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A warranty to or for the benefit of a lessee under this chapter, whether express or implied, extends to any natural person who may reasonably be expected to use, consume, or be affected by the goods and who is injured in person by breach of the warranty. This section does not dis…
AS 45.12.217 Identification.
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Identification of goods as goods to which a lease contract refers may be made at any time and in any manner explicitly agreed to by the parties. In the absence of explicit agreement, identification occurs (1) when the lease contract is made if the lease contract is for a lease of…
AS 45.12.218 Insurance and proceeds.
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(a) A lessee obtains an insurable interest when existing goods are identified to the lease contract even though the goods identified are nonconforming and the lessee has an option to reject them. (b) If a lessee has an insurable interest only by reason of the lessor's identificat…
AS 45.12.219 Risk of loss.
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(a) Except in the case of a finance lease, risk of loss is retained by the lessor and does not pass to the lessee. In the case of a finance lease, risk of loss passes to the lessee. (b) Subject to the provisions of AS 45.12.220 on the effect of default on risk of loss, if risk of…
AS 45.12.220 Effect of default on risk of loss.
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(a) Where risk of loss is to pass to the lessee and the time of passage is not stated (1) if a tender or delivery of goods so fails to conform to the lease contract as to give a right of rejection, the risk of their loss remains with the lessor, or, in the case of a finance lease…
AS 45.12.221 Casualty to identified goods.
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Article 3. Effect of Lease Contract. If a lease contract requires goods identified when the lease contract is made, and the goods suffer casualty without fault of the lessee, the lessor, or the supplier before delivery, or the goods suffer casualty before risk of loss passes to t…
AS 45.12.301 Enforceability of lease contract.
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Except as otherwise provided in this chapter, a lease contract is effective and enforceable according to its terms between the parties, against purchasers of the goods, and against creditors of the parties.
AS 45.12.302 Title to and possession of goods.
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Except as otherwise provided in this chapter, each provision of this chapter applies whether the lessor or a third party has title to the goods, and whether the lessor, the lessee, or a third party has possession of the goods, notwithstanding a statute or rule of law that possess…
AS 45.12.303 Alienability of party's interest under lease contract or of lessor's residual interest in goods; delegation of performance; transfer of rights.
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(a) Except as provided in (d) of this section and AS 45.29.407, a provision in a lease agreement that does either of the following gives rise to the rights and remedies provided in (e) of this section, but a transfer that is prohibited or is an event of default under the lease ag…
AS 45.12.304 Subsequent lease of goods by lessor.
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(a) Subject to AS 45.12.303, a subsequent lessee from a lessor of goods under an existing lease contract obtains, to the extent of the leasehold interest transferred, the leasehold interest in the goods that the lessor had or had power to transfer, and except as provided in (b) o…
AS 45.12.305 Sale or sublease of goods by lessee.
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(a) Subject to the provisions of AS 45.12.303, a buyer or sublessee from the lessee of goods under an existing lease contract obtains, to the extent of the interest transferred, the leasehold interest in the goods that the lessee had or had power to transfer, and except as provid…
AS 45.12.306 Priority of certain liens arising by operation of law.
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If a person in the ordinary course of the person's business furnishes services or materials with respect to goods subject to a lease contract, a lien upon those goods in the possession of that person given by statute or rule of law for those materials or services takes priority o…
AS 45.12.307 Priority of liens arising by attachment or levy on, security interests in, and other claims to goods.
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(a) Except as otherwise provided in AS 45.12.306, a creditor of a lessee takes subject to the lease contract. (b) Except as otherwise provided in (c) of this section and in AS 45.12.306 and 45.12.308, a creditor of a lessor takes subject to the lease contract unless the creditor …
AS 45.12.308 Special rights of creditors.
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(a) A creditor of a lessor in possession of goods subject to a lease contract may treat the lease contract as void if as against the creditor retention of possession by the lessor is fraudulent, but retention of possession in good faith and current course of trade by the lessor f…
AS 45.12.309 Lessor's and lessee's rights when goods become fixtures.
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(a) Under this chapter a lease may be of goods that are fixtures or may continue in goods that become fixtures, but a lease does not exist under this chapter of ordinary building materials incorporated into an improvement on land. (b) This chapter does not prevent creation of a l…
AS 45.12.310 Lessor's and lessee's rights when goods become accessions.
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(a) “Accessions” means goods when they are installed in or affixed to other goods. (b) The interest of a lessor or a lessee under a lease contract entered into before the goods became accessions is superior to all interests in the whole except as stated in (d) of this section. (c…
AS 45.12.311 Priority subject to subordination.
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Article 4. Performance of Lease Contract. Nothing in this chapter prevents subordination by agreement by a person entitled to priority.
AS 45.12.401 Insecurity: adequate assurance of performance.
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(a) A lease contract imposes an obligation on each party that the other's expectation of receiving due performance will not be impaired. (b) If reasonable grounds for insecurity arise with respect to the performance of either party, the insecure party may demand in writing adequa…
AS 45.12.402 Anticipatory repudiation.
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(a) If either party repudiates a lease contract with respect to a performance not yet due under the lease contract, the loss of which performance will substantially impair the value of the lease contract to the other, the aggrieved party may (1) for a commercially reasonable time…
AS 45.12.403 Retraction of anticipatory repudiation.
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(a) Until the repudiating party's next performance is due, the repudiating party can retract the repudiation unless, since the repudiation, the aggrieved party has cancelled the lease contract or materially changed the aggrieved party's position or otherwise indicated that the ag…
AS 45.12.404 Substituted performance.
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(a) If without fault of the lessee, the lessor, and the supplier, the agreed berthing, loading, or unloading facilities fail or the agreed type of carrier becomes unavailable or the agreed manner of delivery otherwise becomes commercially impracticable, but a commercially reasona…
AS 45.12.405 Excused performance.
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Subject to AS 45.12.404 on substituted performance, the following rules apply: (1) delay in delivery or nondelivery in whole or in part by a lessor or a supplier who complies with (2) and (3) of this section is not a default under the lease contract if performance as agreed has b…
AS 45.12.406 Procedure on excused performance.
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(a) If the lessee receives notification of a material or indefinite delay or an allocation justified under AS 45.12.405, the lessee may by written notification to the lessor as to any goods involved, and with respect to all of the goods if under an installment lease contract the …
AS 45.12.407 Irrevocable promises: finance leases.
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Article 5. Default. (a) In the case of a finance lease that is not a consumer lease, the lessee's promises under the lease contract become irrevocable and independent upon the lessee's acceptance of the goods. (b) A promise that has become irrevocable and independent under (a) of…
AS 45.12.501 Default: procedure.
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(a) Whether the lessor or the lessee is in default under a lease contract is determined by the lease agreement and this chapter. (b) If the lessor or the lessee is in default under the lease contract, the party seeking enforcement has rights and remedies as provided in this chapt…
AS 45.12.502 Notice after default.
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Except as otherwise provided in this chapter or the lease agreement, the lessor or lessee in default under the lease contract is not entitled to notice of default or notice of enforcement from the other party to the lease agreement.