Chapter 490 — Chapter 490

§490:2-614 Substituted performance. (1) Where without fault of either party the agreed berthing, loading, or unloading facilities fail or an agreed type of carrier becomes unavailable or the agreed manner of delivery otherwise becomes commercially impracticable but a commercially…

§490:2-615 Excuse by failure of presupposed conditions. Except so far as a seller may have assumed a greater obligation and subject to the preceding section on substituted performance:

§490:2-616 Procedure on notice claiming excuse. (1) Where the buyer receives notification of a material or indefinite delay or an allocation justified under the preceding section he may by written notification to the seller as to any delivery concerned, and where the prospective …

PART 7. REMEDIES §490:2-701 Remedies for breach of collateral contracts not impaired. Remedies for breach of any obligation or promise collateral or ancillary to a contract for sale are not impaired by the provisions of this article. [L 1965, c 208, §2-701; HRS §490:2-701]

§490:2-702 Seller's remedies on discovery of buyer's insolvency. (1) Where the seller discovers the buyer to be insolvent he may refuse delivery except for cash including payment for all goods theretofore delivered under the contract, and stop delivery under this article (section…

§490:2-703 Seller's remedies in general. Where the buyer wrongfully rejects or revokes acceptance of goods or fails to make a payment due on or before delivery or repudiates with respect to a part or the whole, then with respect to any goods directly affected and, if the breach i…

§490:2-704 Seller's right to identify goods to the contract notwithstanding breach or to salvage unfinished goods. (1) An aggrieved seller under the preceding section may: (2) Where the goods are unfinished an aggrieved seller may in the exercise of reasonable commercial judgment…

§490:2-705 Seller's stoppage of delivery in transit or otherwise. (1) The seller may stop delivery of goods in the possession of a carrier or other bailee when he discovers the buyer to be insolvent (section 490:2-702) and may stop delivery of carload, truckload, planeload or lar…

§490:2-706 Seller's resale including contract for resale. (1) Under the conditions stated in section 490:2-703 on seller's remedies, the seller may resell the goods concerned or the undelivered balance thereof. Where the resale is made in good faith and in a commercially reasonab…

§490:2-707 "Person in the position of a seller". (1) A "person in the position of a seller" includes as against a principal an agent who has paid or become responsible for the price of goods on behalf of his principal or anyone who otherwise holds a security interest or other rig…

§490:2-708 Seller's damages for nonacceptance or repudiation. (1) Subject to subsection (2) and to the provisions of this article with respect to proof of market price (section 490:2-723), the measure of damages for nonacceptance or repudiation by the buyer is the difference betw…

§490:2-709 Action for the price. (1) When the buyer fails to pay the price as it becomes due the seller may recover, together with any incidental damages under the next section, the price: (2) Where the seller sues for the price he must hold for the buyer any goods which have bee…

§490:2-710 Seller's incidental damages. Incidental damages to an aggrieved seller include any commercially reasonable charges, expenses or commissions incurred in stopping delivery, in the transportation, care and custody of goods after the buyer's breach, in connection with retu…

§490:2-711 Buyer's remedies in general; buyer's security interest in rejected goods. (1) Where the seller fails to make delivery or repudiates or the buyer rightfully rejects or justifiably revokes acceptance then with respect to any goods involved, and with respect to the whole …

§490:2-712 "Cover"; buyer's procurement of substitute goods. (1) After a breach within the preceding section the buyer may "cover" by making in good faith and without unreasonable delay any reasonable purchase of or contract to purchase goods in substitution for those due from th…

§490:2-713 Buyer's damages for nondelivery or repudiation. (1) Subject to the provisions of this article with respect to proof of market price (section 490:2-723), the measure of damages for nondelivery or repudiation by the seller is the difference between the market price at th…

§490:2-714 Buyer's damages for breach in regard to accepted goods. (1) Where the buyer has accepted goods and given notification (subsection (3) of section 490:2-607) he may recover as damages for any nonconformity of tender the loss resulting in the ordinary course of events fro…

§490:2-715 Buyer's incidental and consequential damages. (1) Incidental damages resulting from the seller's breach include expenses reasonably incurred in inspection, receipt, transportation and care and custody of goods rightfully rejected, any commercially reasonable charges, e…

§490:2-716 Buyer's right to specific performance or replevin. (1) Specific performance may be decreed where the goods are unique or in other proper circumstances. (2) The decree for specific performance may include such terms and conditions as to payment of the price, damages, or…

§490:2-717 Deduction of damages from the price. The buyer on notifying the seller of his intention to do so may deduct all or any part of the damages resulting from any breach of the contract from any part of the price still due under the same contract. [L 1965, c 208, §2-717; HR…

§490:2-718 Liquidation or limitation of damages; deposits. (1) Damages for breach by either party may be liquidated in the agreement but only at an amount which is reasonable in the light of the anticipated or actual harm caused by the breach, the difficulties of proof of loss, a…

§490:2-719 Contractual modification or limitation of remedy. (1) Subject to the provisions of subsections (2) and (3) of this section and of the preceding section on liquidation and limitation of damages, (2) Where circumstances cause an exclusive or limited remedy to fail of its…

§490:2-720 Effect of "cancellation" or "rescission" on claims for antecedent breach. Unless the contrary intention clearly appears, expressions of "cancellation" or "rescission" of the contract or the like shall not be construed as a renunciation or discharge of any claim in dama…

§490:2-721 Remedies for fraud. Remedies for material misrepresentation or fraud include all remedies available under this article for nonfraudulent breach. Neither rescission or a claim for rescission of the contract for sale nor rejection or return of the goods shall bar or be d…

§490:2-722 Who can sue third parties for injury to goods. Where a third party so deals with goods which have been identified to a contract for sale as to cause actionable injury to a party to that contract:

§490:2-723 Proof of market price; time and place. (1) If an action based on anticipatory repudiation comes to trial before the time for performance with respect to some or all of the goods, any damages based on market price (section 490:2-708 or section 490:2-713) shall be determ…

§490:2-724 Admissibility of market quotations. Whenever the prevailing price or value of any goods regularly bought and sold in any established commodity market is in issue, reports in official publications or trade journals or in newspapers or periodicals of general circulation …

§490:2-725 Statute of limitations in contracts for sale. (1) An action for breach of any contract for sale must be commenced within four years after the cause of action has accrued. By the original agreement the parties may reduce the period of limitation to not less than one yea…

ARTICLE 2A. LEASES [PART 1. GENERAL PROVISIONS] §490:2A-101 Short title. This article shall be known and may be cited as the Uniform Commercial Code--Leases. [L 1991, c 40, pt of §1]

§490:2A-102 Scope. (a) This article shall apply to any transaction, regardless of form, that creates a lease and, in the case of a hybrid lease, this article shall apply to the extent provided in subsection (b). (b) In a hybrid lease:

§490:2A-103 Definitions and index of definitions. (a) In this article: "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 …

§490:2A-104 Leases subject to other law. (a) A lease, although subject to this article, is also subject to any applicable: (b) In case of conflict between this article, other than sections 490:2A-105, 490:2A-304(c), and 490:2A-305(c), and a statute or decision referred to in subs…

§490:2A-105 Territorial application of article to goods covered by certificate of title. Subject to the provisions of sections 490:2A-304(c) and 490:2A-305(c), with respect to goods covered by a certificate of title issued under a statute of this State or of another jurisdiction,…

§490:2A-106 Limitation on power of parties to consumer lease to choose applicable law and judicial forum. (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 becom…

§490:2A-107 Waiver or renunciation of claim or right after default. Any 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 waiver or renunciation in a signed record delivered by the aggrieved par…

§490:2A-108 Unconscionability. (a) If the court as a matter of law finds a lease contract or any 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 contra…

§490:2A-109 Option to accelerate at will. (a) A term providing that one party or that party's successor in interest may accelerate payment of performance or require collateral or additional collateral "at will" or "when the party deems the party's self insecure" or in words of si…

PART 2. FORMATION AND CONSTRUCTION OF LEASE CONTRACT §490:2A-201 Statute of frauds. (a) A lease contract is not enforceable by way of action or defense unless: (b) Any description of leased goods or of the lease term is sufficient and satisfies subsection (a)(2), whether or not i…

§490:2A-202 Final expression: parol or extrinsic evidence. Terms with respect to which the confirmatory memoranda of the parties agree or which are otherwise set forth in a record intended by the parties as a final expression of their agreement with respect to the terms as are in…

§490:2A-203 Seals inoperative. The affixing of a seal to a record evidencing a lease contract or an offer to enter into a lease contract does not render the record a sealed instrument and the law with respect to sealed instruments does not apply to the lease contract or offer. [L…

§490:2A-204 Formation in general. (a) A lease contract may be made in any manner sufficient to show agreement, including conduct by both parties which recognizes the existence of a lease contract. (b) An agreement sufficient to constitute a lease contract may be found although th…

§490:2A-205 Firm offers. An offer by a merchant to lease goods to or from another person in a signed record that by its terms gives assurance 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, …

§490:2A-206 Offer and acceptance in formation of lease contract. (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 in the circumstanc…

§490:2A-207 REPEALED. L 2004, c 162, §17.

§490:2A-208 Modification, rescission and waiver. (a) An agreement modifying a lease contract needs no consideration to be binding. (b) A signed lease agreement that excludes modification or rescission except by a signed record may not be otherwise modified or rescinded, but, exce…

§490:2A-209 Lessee under finance lease as beneficiary of supply contract. (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 any third party provided in connection with or as part …

§490:2A-210 Express warranties. (a) Express warranties by the lessor are created as follows: (b) It is not necessary to the creation of an express warranty that the lessor use formal words, such as "warrant" or "guarantee", or that the lessor have a specific intention to make a w…

§490:2A-211 Warranties against interference and against infringement; lessee's obligation against infringement. (a) There is in a lease contract a warranty that for the lease term no person holds a claim to or interest in the goods that arose from an act or omission of the lessor…

§490:2A-212 Implied warranty of merchantability. (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 such as: (c)…

§490:2A-213 Implied warranty of fitness for particular purpose. Except in a finance lease, if the lessor at the time the lease contract is made has reason to know of any particular purpose for which the goods are required and that the lessee is relying on the lessor's skill or ju…