Title 27, Uniform Commercial Code

§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, (a) The agreement may provide for remedies in addition to or in substitutio…

§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: (a) A right of action against the third party is in either party to the c…

§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: (1) If the lease-of-goods aspects do not pred…

§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: (1) Certificate of title statute of this State, such as the applicable sections in part III of chapter 286; (2) Certificate of title statute of another juris…

§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: (1) The total payments to be made under the lease contract, excluding payments for options to renew or buy, are less tha…

§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-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: (1) Any affirmation of fact or promise made by the lessor to the lessee which relates to the goods and becomes part of the basis of the bargain creates an express warranty that the goods …

§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: (1)…

§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…

§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: (1) When the lease contract is made if the lea…

§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: (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 wit…

§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: (1) Goods are "fixtures" when they become so related to particular real estate that an interest in them arises under real estate law; (2) A "fixture filing" is the filing, in the office wher…

§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: (1)…

§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 …