Title XIII, COMMERCE (Ch. 505 - 554I)

1. The remedies provided by this chapter must be liberally administered to the end that the aggrieved party may be put in as good a position as if the other party had fully performed but neither consequential or special damages nor penal damages may be had except as specifically …

A claim or right arising out of an alleged breach may be discharged in whole or in part without consideration by agreement of the aggrieved party in a signed record. [S13, §3060-a118, -a122; SS15, §3060-a120; C24, 27, 31, 35, 39, § 9579, 9581, 9583; C46, 50, 54, 58, 62, §541.119,…

A document in due form purporting to be a bill of lading, policy or certificate of insurance, official weigher’s or inspector’s certificate, consular invoice, or any other document authorized or required by the contract to be issued by a third party is prima facie evidence of its…

1. A party that with explicit reservation of rights performs or promises performance or assents to performance in a manner demanded or offered by the other party does not thereby prejudice the rights reserved. Such words as “without prejudice”, “under protest”, or the like are su…

A term providing that one party or that party’s successor in interest may accelerate payment or performance or require collateral or additional collateral “at will” or when the party “deems itself insecure” or words of similar import, means that that party has power to do so only…

An obligation may be issued as subordinated to performance of another obligation of the person obligated, or a creditor may subordinate its right to performance of an obligation by agreement with either the person obligated or another creditor of the person obligated. Subordinati…

This Article shall be known and may be cited as the Uniform Commercial Code — Leases. 94 Acts, ch 1052, §5

1. This Article applies to any transaction, regardless of form, that creates a lease and, in the case of a hybrid lease, it applies to the extent provided in subsection 2 . 2. In a hybrid lease: a. if the lease-of-goods aspects do not predominate: (1) only the provisions of this …

1. In this Article unless the context otherwise requires: a. “Buyer in ordinary course of business” means a person who in good faith and without knowledge that the sale to the person is in violation of the ownership rights or security interest or leasehold interest of a third par…

1. A lease, although subject to this Article , is also subject to any applicable: a. certificate of title or registration statute of this state (including as provided in chapters 321 and 462A ); b. certificate of title statute of another jurisdiction ( section 554.13105 ); or c. …

Subject to the provisions of sections 554.13304, subsection 3 , and 554.13305, subsection 3 , 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 c…

1. 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 thirty days thereafter or in which the goods are to be used, the choice is not enf…

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 party. 94 Acts, ch 1052, §11 ; 2024 Acts, ch 1023, §118

1. 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 contract without the unconscionable cla…

1. 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 deems the party insecure” or in words of similar import must be construed to mean that the par…

1. A lease contract is not enforceable by way of action or defense unless: a. the total payments to be made under the lease contract, excluding payments for options to renew or buy, are less than one thousand dollars; or b. there is a record, signed by the party against whom enfo…

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 such terms as are included therein may not be contradicted by evidence of any …

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. 94 Acts, ch 1052, §16 ; 2024 Acts…

1. 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. 2. An agreement sufficient to constitute a lease contract may be found although the moment of its making is undetermin…

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, but in no event may the p…

1. 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 circumstances. 2. If the beginning of a requested performance is a reasonable…

1. An agreement modifying a lease contract needs no consideration to be binding. 2. A signed lease agreement that excludes modification or rescission except by a signed record shall not be otherwise modified or rescinded, but, except as between merchants, such a requirement on a …

1. 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 of the supply contract, extends to the lessee to the extent of the lessee’s…

1. Express warranties by the lessor are created as follows: a. 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 will conform to the affirmation or…

1. 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, other than a claim by way of infringement or the like, which will interfere with the lessee’s enjoyment of its …

1. 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. 2. Goods to be merchantable must be at least such as a. pass without objection in the trade under the descri…

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 judgment to select or furnish suitable goods, there is in the leas…

1. 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 of section 554.13202 on parol or extrinsic evidence, …

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 dominant. In ascertaining that intention the following rules apply: 1. Ex…

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 injured by breach of the warranty. The operation of this section may not be e…

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…

1. 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. 2. If a lessee has an insurable interest only by reason of the lessor’s identificatio…

1. 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. 2. Subject to the provisions of this Article on the effect of default on risk of loss ( section 554…

1. Where risk of loss is to pass to the lessee and the time of passage is not stated: a. 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,…

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 the lessee pursuant to the lease agreem…

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 parties. 94 Acts, ch 1052, §35

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, notwithstanding any statute or rule of law that poss…

1. As used in this section , “creation of a security interest” includes the sale of a lease contract that is subject to Article 9 , Secured Transactions, by reason of section 554.9109, subsection 1 , paragraph “c” . 2. Except as provided in subsection 3 and section 554.9407 , a p…

1. Subject to section 554.13303 , 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 …

1. Subject to the provisions of section 554.13303 , 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 p…

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…

1. Except as otherwise provided in section 554.13306 , a creditor of a lessee takes subject to the lease contract. 2. Except as otherwise provided in subsection 3 and in sections 554.13306 and 554.13308 , a creditor of a lessor takes subject to the lease contract unless the credi…

1. 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 retention of possession in good faith and current…

1. In this section : a. goods are “fixtures” when they become so related to particular real estate that an interest in them arises under real estate law; b. a “fixture filing” is the filing, in the office where a record of a mortgage on the real estate would be filed or recorded,…

1. Goods are “accessions” when they are installed in or affixed to other goods. 2. 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 subsection 4 . 3. The inter…

Nothing in this Article prevents subordination by agreement by any person entitled to priority. 94 Acts, ch 1052, §45