Title 27, Uniform Commercial Code

§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-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…

§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…