Chapter 490 — Chapter 490

§490:2A-214 Exclusion or modification of warranties. (a) Words or conduct relevant to the creation of an express warranty and words or conduct tending to negate or limit a warranty must be construed wherever reasonable as consistent with each other; but, subject to the provisions…

§490:2A-215 Cumulation and conflict of warranties express or implied. Warranties, whether express or implied, must 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 dom…

§490:2A-216 Third-party beneficiaries of express and implied warranties. A warranty to or for the benefit of a lessee under this article, whether express or implied, extends to any person who may reasonably be expected to use, consume, or be affected by the goods and who is injur…

§490:2A-217 Identification. 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:

§490:2A-218 Insurance and proceeds. (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 b…

§490:2A-219 Risk of loss. (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 this article on the effect of default o…

§490:2A-220 Effect of default on risk of loss. (a) Where risk of loss is to pass to the lessee and the time of passage is not stated: (b) Whether or not risk of loss is to pass to the lessee, if the lessee as to conforming goods already identified to a lease contract repudiates o…

§490:2A-221 Casualty to identified goods. 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 …

PART 3. EFFECT OF LEASE CONTRACT §490:2A-301 Enforceability of lease contract. Except as otherwise provided in this article, a lease contract is effective and enforceable according to its terms between the parties, against purchasers of the goods, and against creditors of the par…

§490:2A-302 Title to and possession of goods. Except as otherwise provided in this article, each provision of this article 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, notwith…

§490:2A-303 Alienability of party's interest under lease contract or of lessor's residual interest in goods; delegation of performance; transfer of rights. (a) As used in this section, "creation of a security interest" includes the sale of a lease contract that is subject to arti…

§490:2A-304 Subsequent lease of goods by lessor. (a) Subject to section 490:2A-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…

§490:2A-305 Sale or sublease of goods by lessee. (a) Subject to the provisions of section 490:2A-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 le…

§490:2A-306 Priority of certain liens arising by operation of law. 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 stat…

§490:2A-307 Priority of liens arising by attachment or levy on, security interests in, and other claims to goods. (a) Except as otherwise provided in section 490:2A-306, a creditor of a lessee takes subject to the lease contract. (b) Except as otherwise provided in subsection (c)…

§490:2A-308 Special rights of creditors. (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 under any statute or rule of law, but retenti…

§490:2A-309 Lessor's and lessee's rights when goods become fixtures. (a) In this section: (b) Under this article a lease may be of goods that are fixtures or may continue in goods that become fixtures, but no lease exists under this article of ordinary building materials incorpor…

§490:2A-310 Lessor's and lessee's rights when goods become accessions. (a) Goods are "accessions" 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 a…

§490:2A-311 Priority subject to subordination. Nothing in this article prevents subordination by agreement by any person entitled to priority. [L 1991, c 40, pt of §1]

PART 4. PERFORMANCE OF LEASE CONTRACT: REPUDIATED, SUBSTITUTED, AND EXCUSED §490:2A-401 Insecurity: adequate assurance of performance. (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 r…

§490:2A-402 Anticipatory repudiation. 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:

§490:2A-403 Retraction of anticipatory repudiation. (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 canceled the lease contract or materially changed the aggrieved …

§490:2A-404 Substituted performance. (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 impr…

§490:2A-405 Excused performance. Subject to section 490:2A-404 on substituted performance, the following rules apply:

§490:2A-406 Procedure on excused performance. (a) If the lessee receives notification of a material or indefinite delay or an allocation justified under section 490:2A-405, the lessee may by written notification to the lessor as to any goods involved, and with respect to all of t…

§490:2A-407 Irrevocable promises: finance leases. (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…

PART 5. DEFAULT Subpart A. In General §490:2A-501 Default: procedure. (a) Whether the lessor or the lessee is in default under a lease contract is determined by the lease agreement and this article. (b) If the lessor or the lessee is in default under the lease contract, the party…

§490:2A-502 Notice after default. Except as otherwise provided in this article 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. [L 1991, c 40…

§490:2A-503 Modification or impairment of rights and remedies. (a) Except as otherwise provided in this article, the lease agreement may include rights and remedies for default in addition to or in substitution for those provided in this article and may limit or alter the measure…

§490:2A-504 Liquidation of damages. (a) Damages payable by either party for default, or any other act or omission, including indemnity for loss or diminution of anticipated tax benefits or loss or damage to lessor's residual interest, may be liquidated in the lease agreement but …

§490:2A-505 Cancellation and termination and effect of cancellation, termination, rescission, or fraud on rights and remedies. (a) On cancellation of the lease contract, all obligations that are still executory on both sides are discharged, but any right based on prior default or…

§490:2A-506 Statute of limitations. (a) An action for default under a lease contract, including breach of warranty or indemnity, must be commenced within four years after the cause of action accrued. By the original lease contract the parties may reduce the period of limitation t…

§490:2A-507 Proof of market rent: time and place. (a) Damages based on market rent (section 490:2A-519 or 490:2A-528) are determined according to the rent for the use of the goods concerned for a lease term identical to the remaining lease term of the original lease agreement and…

Subpart B. Default by Lessor §490:2A-508 Lessee's remedies. (a) If a lessor fails to deliver the goods in conformity to the lease contract (section 490:2A-509) or repudiates the lease contract (section 490:2A-402), or a lessee rightfully rejects the goods (section 490:2A-509) or …

§490:2A-509 Lessee's rights on improper delivery; rightful rejection. (a) Subject to the provisions of section 490:2A-510 on default in installment lease contracts, if the goods or the tender or delivery fail in any respect to conform to the lease contract, the lessee may reject …

§490:2A-510 Installment lease contracts: rejection and default. (a) Under an installment lease contract a lessee may reject any delivery that is nonconforming if the nonconformity substantially impairs the value of that delivery and cannot be cured or the nonconformity is a defec…

§490:2A-511 Merchant lessee's duties as to rightfully rejected goods. (a) Subject to any security interest of a lessee (section 490:2A-508(e)), if a lessor or a supplier has no agent or place of business at the market of rejection, a merchant lessee, after rejection of goods in t…

§490:2A-512 Lessee's duties as to rightfully rejected goods. (a) Except as otherwise provided with respect to goods that threaten to decline in value speedily (section 490:2A-511) and subject to any security interest of a lessee (section 490:2A-508(e)): (b) Action by the lessee p…

§490:2A-513 Cure by lessor of improper tender or delivery; replacement. (a) If any tender or delivery by the lessor or the supplier is rejected because nonconforming and the time for performance has not yet expired, the lessor or the supplier may seasonably notify the lessee of t…

§490:2A-514 Waiver of lessee's objections. (a) In rejecting goods, a lessee's failure to state a particular defect that is ascertainable by reasonable inspection precludes the lessee from relying on the defect to justify rejection or to establish default: (b) A lessee's failure t…

§490:2A-515 Acceptance of goods. (a) Acceptance of goods occurs after the lessee has had a reasonable opportunity to inspect the goods and: (b) Acceptance of a part of any commercial unit is acceptance of that entire unit. [L 1991, c 40, pt of §1]

§490:2A-516 Effect of acceptance of goods; notice of default; burden of establishing default after acceptance; notice of claim or litigation to person answerable over. (a) A lessee must pay rent for any goods accepted in accordance with the lease contract, with due allowance for …

§490:2A-517 Revocation of acceptance of goods. (a) A lessee may revoke acceptance of a lot or commercial unit whose nonconformity substantially impairs its value to the lessee if the lessee has accepted it: (b) Except in the case of a finance lease that is not a consumer lease, a…

§490:2A-518 Cover; substitute goods. (a) After a default by a lessor under the lease contract of the type described in section 490:2A-508(a), or, if agreed, after other default by the lessor, the lessee may cover by making any purchase or lease of or contract to purchase or lease…

§490:2A-519 Lessee's damages for nondelivery, repudiation, default, and breach of warranty in regard to accepted goods. (a) Except as otherwise provided with respect to damages liquidated in the lease agreement (section 490:2A-504) or otherwise determined pursuant to agreement of…

§490:2A-520 Lessee's incidental and consequential damages. (a) Incidental damages resulting from a lessor's default include expenses reasonably incurred in inspection, receipt, transportation, and care and custody of goods rightfully rejected or goods the acceptance of which is j…

§490:2A-521 Lessee's right to specific performance or replevin. (a) Specific performance may be decreed if the goods are unique or in other proper circumstances. (b) A decree for specific performance may include any terms and conditions as to payment of the rent, damages, or othe…

§490:2A-522 Lessee's right to goods on lessor's insolvency. (a) Subject to subsection (b) and even though the goods have not been shipped, a lessee who has paid a part or all of the rent and security for goods identified to a lease contract (section 490:2A-217) on making and keep…

Subpart C. Default by Lessee §490:2A-523 Lessor's remedies. (a) If a lessee wrongfully rejects or revokes acceptance of goods or fails to make a payment when due or repudiates with respect to a part or the whole, then, with respect to any goods involved, and with respect to all o…

§490:2A-524 Lessor's right to identify goods to lease contract. (a) After default by the lessee under the lease contract of the type described in section 490:2A-523(a) or 490:2A-523(c)(1) or, if agreed, after other default by the lessee, the lessor may: (b) If the goods are unfin…