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

Subject to section 554.13404 on substituted performance, the following rules apply: 1. Delay in delivery or nondelivery in whole or in part by a lessor or a supplier who complies with subsections 2 and 3 is not a default under the lease contract if performance as agreed has been …

1. If the lessee receives notification of a material or indefinite delay or an allocation justified under section 554.13405 , the lessee may by written notification to the lessor as to any goods involved, and with respect to all of the goods if under an installment lease contract…

1. 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. 2. A promise that has become irrevocable and independent under subsection 1 : a. is effectiv…

1. Whether the lessor or the lessee is in default under a lease contract is determined by the lease agreement and this Article . 2. If the lessor or the lessee is in default under the lease contract, the party seeking enforcement has rights and remedies as provided in this Articl…

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. 94 Acts, ch 1052, §54

1. 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 of damages recoverable under this Article . 2. Resort to a rem…

1. 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 only at an amount or by a formula tha…

1. 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 performance survives, and the canceling party also retains any remedy for default of the whole lease contract or any unperforme…

1. 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 to not less than one year. 2. A cause …

1. Damages based on market rent ( section 554.13519 or 554.13528 ) 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 prevailing at the times specified in sections 554.…

1. If a lessor fails to deliver the goods in conformity to the lease contract ( section 554.13509 ) or repudiates the lease contract ( section 554.13402 ), or a lessee rightfully rejects the goods ( section 554.13509 ) or justifiably revokes acceptance of the goods ( section 554.…

1. Subject to the provisions of section 554.13510 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 or accept the goods or accept any commercial unit or units and reject th…

1. 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 defect in the required documents; but if the nonconformity does not fa…

1. Subject to any security interest of a lessee ( section 554.13508, subsection 5 ), 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 the merchant lessee’s possession or control, shall follow an…

1. Except as otherwise provided with respect to goods that threaten to decline in value speedily ( section 554.13511 ) and subject to any security interest of a lessee ( section 554.13508, subsection 5 ): a. the lessee, after rejection of goods in the lessee’s possession, shall h…

1. 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 the lessor’s or the supplier’s intention to cure and may then make a confo…

1. 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: a. if, stated seasonably, the lessor or the supplier could have cure…

1. Acceptance of goods occurs after the lessee has had a reasonable opportunity to inspect the goods and a. the lessee signifies or acts with respect to the goods in a manner that signifies to the lessor or the supplier that the goods are conforming or that the lessee will take o…

1. A lessee must pay rent for any goods accepted in accordance with the lease contract, with due allowance for goods rightfully rejected or not delivered. 2. A lessee’s acceptance of goods precludes rejection of the goods accepted. In the case of a finance lease, if made with kno…

1. 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: a. except in the case of a finance lease, on the reasonable assumption that its nonconformity would be cured and it has n…

1. After a default by a lessor under the lease contract of the type described in section 554.13508, subsection 1 , 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 goods in substitution for …

1. Except as otherwise provided with respect to damages liquidated in the lease agreement ( section 554.13504 ) or otherwise determined pursuant to agreement of the parties ( sections 554.1302 and 554.13503 ), if a lessee elects not to cover or a lessee elects to cover and the co…

1. 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 justifiably revoked, any commercially reasonable charges, exp…

1. Specific performance may be decreed if the goods are unique or in other proper circumstances. 2. A decree for specific performance may include any terms and conditions as to payment of the rent, damages, or other relief that the court deems just. 3. A lessee has a right of rep…

1. Subject to subsection 2 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 554.13217 ) on making and keeping good a tender of any unpaid portion of the rent and securi…

1. 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 of the goods if under an installment lease contract the value …

1. After default by the lessee under the lease contract of the type described in section 554.13523, subsection 1 , or section 554.13523, subsection 3 , paragraph “a” or, if agreed, after other default by the lessee, the lessor may: a. identify to the lease contract conforming goo…

1. If a lessor discovers the lessee to be insolvent, the lessor may refuse to deliver the goods. 2. After a default by the lessee under the lease contract of the type described in section 554.13523, subsection 1 , or section 554.13523, subsection 3 , paragraph “a” or, if agreed, …

1. A lessor may stop delivery of goods in the possession of a carrier or other bailee if the lessor discovers the lessee to be insolvent and may stop delivery of carload, truckload, planeload, or larger shipments of express or freight if the lessee repudiates or fails to make a p…

1. After a default by a lessee under the lease contract of the type described in section 554.13523, subsection 1 , or section 554.13523, subsection 3 , paragraph “a” , or after the lessor refuses to deliver or takes possession of goods ( section 554.13525 or 554.13526 ), or, if a…

1. Except as otherwise provided with respect to damages liquidated in the lease agreement ( section 554.13504 ) or otherwise determined pursuant to agreement of the parties ( sections 554.1302 and 554.13503 ), if a lessor elects to retain the goods or a lessor elects to dispose o…

1. After default by the lessee under the lease contract of the type described in section 554.13523, subsection 1 , or section 554.13523, subsection 3 , paragraph “a” , or, if agreed, after other default by the lessee, if the lessor complies with subsection 2 , the lessor may reco…

Incidental damages to an aggrieved lessor include any commercially reasonable charges, expenses, or commissions incurred in stopping delivery, in the transportation, care and custody of goods after the lessee’s default, in connection with return or disposition of the goods, or ot…

1. If a third party so deals with goods that have been identified to a lease contract as to cause actionable injury to a party to the lease contract the lessor has a right of action against the third party, and the lessee also has a right of action against the third party if the …

In addition to any other recovery permitted by this Article or other law, the lessor may recover from the lessee an amount that will fully compensate the lessor for any loss of or damage to the lessor’s residual interest in the goods caused by the default of the lessee. 94 Acts, …

This Article may be cited as Uniform Commercial Code — Controllable Electronic Records. 2022 Acts, ch 1117, §1 ; 2024 Acts, ch 1023, §1

1. Article 14 definitions. In this Article : a. “Controllable electronic record” means a record stored in an electronic medium that can be subjected to control under section 554.14105 . The term does not include a controllable account, a controllable payment intangible, a deposit…

1. Article 9 governs in case of conflict. If there is conflict between this Article and Article 9 , Article 9 governs. 2. Applicable consumer law and other laws. A transaction subject to this Article is subject to: a. any applicable rule of law that establishes a different rule f…

1. Applicability of section to controllable account and controllable payment intangible. This section applies to the acquisition and purchase of rights in a controllable account or controllable payment intangible, including the rights and benefits under subsections 3, 4, 5, 7, an…

1. General rule: control of controllable electronic record. A person has control of a controllable electronic record if the electronic record, a record attached to or logically associated with the electronic record, or a system in which the electronic record is recorded: a. gives…

1. Discharge of account debtor. An account debtor on a controllable account or controllable payment intangible may discharge its obligation by paying: a. the person having control of the controllable electronic record that evidences the controllable account or controllable paymen…

1. Governing law: general rule. Except as provided in subsection 2 , the local law of a controllable electronic record’s jurisdiction governs a matter covered by this Article . 2. Governing law: section 554.14106 . For a controllable electronic record that evidences a controllabl…

Repealed by its own terms; 2024 Acts, ch 1023, §9 . ARTICLE 15 TRANSITIONAL PROVISIONS FOR UNIFORM COMMERCIAL CODE AMENDMENTS (2022) Provisions codified in this Article may be found in Article A of the proposed uniform commercial code legislation recommended by the National Confe…

This Article may be cited as the Transitional Provisions for Uniform Commercial Code Amendments (2022). 2024 Acts, ch 1023, §124

1. Article 15 definitions. In this Article : a. “ Article 14 ” means Article 14 of this chapter . b. “ Article 14 property” means a controllable account, controllable electronic record, or controllable payment intangible. 2. Definitions in other Articles. The following definition…

Except as provided in part 3 , a transaction validly entered into before July 1, 2024, and the rights, duties, and interests flowing from the transaction remain valid thereafter and may be terminated, completed, consummated, or enforced as required or permitted by law other than …