Title XXVI, TRADE AND COMMERCE

400.2-610. Anticipatory repudiation. — When either party repudiates the contract with respect to a performance not yet due the loss of which will substantially impair the value of the contract to the other, the aggrieved party may (a) for a commercially reasonable time await perf…

400.2-611. Retraction of anticipatory repudiation. — (1) Until the repudiating party's next performance is due he can retract his repudiation unless the aggrieved party has since the repudiation cancelled or materially changed his position or otherwise indicated that he considers…

400.2-612. "Installment contract" — breach. — (1) An "installment contract" is one which requires or authorizes the delivery of goods in separate lots to be separately accepted, even though the contract contains a clause "each delivery is a separate contract" or its equivalent. (…

400.2-613. Casualty to identified goods. — Where the contract requires for its performance goods identified when the contract is made, and the goods suffer casualty without fault of either party before the risk of loss passes to the buyer, or in a proper case under a "no arrival,…

400.2-614. Substituted performance. — (1) Where without fault of either party the agreed berthing, loading, or unloading facilities fail or an agreed type of carrier becomes unavailable or the agreed manner of delivery otherwise becomes commercially impracticable but a commercial…

400.2-615. Excuse by failure of presupposed conditions. — Except so far as a seller may have assumed a greater obligation and subject to section 400.2-614 on substituted performance: (a) Delay in delivery or nondelivery in whole or in part by a seller who complies with paragraphs…

400.2-616. Procedure on notice claiming excuse. — (1) Where the buyer receives notification of a material or indefinite delay or an allocation justified under section 400.2-615 he may by written notification to the seller as to any delivery concerned, and where the prospective de…

400.2-701. Remedies for breach of collateral contracts not impaired. — Remedies for breach of any obligation or promise collateral or ancillary to a contract for sale are not impaired by the provisions of this article. ­­-------- (L. 1963 p. 503 § 2-701)

400.2-702. Seller's remedies on discovery of buyer's insolvency. — (1) Where the seller discovers the buyer to be insolvent he may refuse delivery except for cash including payment for all goods theretofore delivered under the contract, and stop delivery under this article (secti…

400.2-703. Seller's remedies in general. — Where the buyer wrongfully rejects or revokes acceptance of goods or fails to make a payment due on or before delivery or repudiates with respect to a part or the whole, then with respect to any goods directly affected and, if the breach…

400.2-704. Seller's right to identify goods to the contract not withstanding breach or to salvage unfinished goods. — (1) An aggrieved seller under section 400.2-703 may (a) identify to the contract conforming goods not already identified if at the time he learned of the breach t…

400.2-705. Seller's stoppage of delivery in transit or otherwise. — (1) The seller may stop delivery of goods in the possession of a carrier or other bailee when he discovers the buyer to be insolvent (section 400.2-702) and may stop delivery of carload, truckload, planeload or l…

400.2-706. Seller's resale including contract for resale. — (1) Under the conditions stated in section 400.2-703 on seller's remedies, the seller may resell the goods concerned or the undelivered balance thereof. Where the resale is made in good faith and in a commercially reason…

400.2-707. "Person in the position of a seller". — (1) A "person in the position of a seller" includes as against a principal an agent who has paid or become responsible for the price of goods on behalf of his principal or anyone who otherwise holds a security interest or other r…

400.2-708. Seller's damages for nonacceptance or repudiation. — (1) Subject to subsection (2) and to the provisions of this article with respect to proof of market price (section 400.2-723), the measure of damages for nonacceptance or repudiation by the buyer is the difference be…

400.2-709. Action for the price. — (1) When the buyer fails to pay the price as it becomes due the seller may recover, together with any incidental damages under section 400.2-710, the price (a) of goods accepted or of conforming goods lost or damaged within a commercially reason…

400.2-710. Seller's incidental damages. — Incidental damages to an aggrieved seller include any commercially reasonable charges, expenses or commissions incurred in stopping delivery, in the transportation, care and custody of goods after the buyer's breach, in connection with re…

400.2-711. Buyer's remedies in general — buyer's security interest in rejected goods. — (1) Where the seller fails to make delivery or repudiates or the buyer rightfully rejects or justifiably revokes acceptance then with respect to any goods involved, and with respect to the who…

400.2-712. "Cover" — buyer's procurement of substitute goods. — (1) After a breach within section 400.2-711 the buyer may "cover" by making in good faith and without unreasonable delay any reasonable purchase of or contract to purchase goods in substitution for those due from the…

400.2-713. Buyer's damages for nondelivery or repudiation. — (1) Subject to the provisions of this article with respect to proof of market price (section 400.2-723), the measure of damages for nondelivery or repudiation by the seller is the difference between the market price at …

400.2-714. Buyer's damages for breach in regard to accepted goods. — (1) Where the buyer has accepted goods and given notification (subsection (3) of section 400.2-607) he may recover as damages for any nonconformity of tender the loss resulting in the ordinary course of events f…

400.2-715. Buyer's incidental and consequential damages. — (1) Incidental damages resulting from the seller's breach include expenses reasonably incurred in inspection, receipt, transportation and care and custody of goods rightfully rejected, any commercially reasonable charges,…

400.2-716. Buyer's right to specific performance or replevin. — (1) Specific performance may be decreed where the goods are unique or in other proper circumstances. (2) The decree for specific performance may include such terms and conditions as to payment of the price, damages, …

400.2-717. Deduction of damages from the price. — The buyer on notifying the seller of his intention to do so may deduct all or any part of the damages resulting from any breach of the contract from any part of the price still due under the same contract. ­­-------- (L. 1963 p. 5…

400.2-718. Liquidation or limitation of damages — deposits. — (1) Damages for breach by either party may be liquidated in the agreement but only at an amount which is reasonable in the light of the anticipated or actual harm caused by the breach, the difficulties of proof of loss…

400.2-719. Contractual modification or limitation of remedy. — (1) Subject to the provisions of subsections (2) and (3) of this section and of section 400.2-718 on liquidation and limitation of damages, (a) the agreement may provide for remedies in addition to or in substitution …

400.2-720. 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 da…

400.2-721. 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…

400.2-722. 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 …

400.2-723. 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 400.2-708 or section 400.2-713) shall be det…

400.2-724. 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 circulatio…

400.2-725. 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 y…

400.2A-101. Short title. — This Article shall be known and may be cited as the "Uniform Commercial Code - Leases". ­­-------- (L. 1992 S.B. 448)

400.2A-102. Scope. — This Article applies to any transaction, regardless of form, that creates a lease. ­­-------- (L. 1992 S.B. 448)

400.2A-103. Definitions and index of definitions. — (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 him or her is in violation of the ownership rights or …

400.2A-104. Leases subject to other law. — (1) A lease, although subject to this Article, is also subject to any applicable: (a) certificate of title statute of this state; (b) certificate of title statute of another jurisdiction (Section 400.2A-105); or (c) consumer protection s…

400.2A-105. Territorial application of article to goods covered by certificate of title. — Subject to the provisions of sections 400.2A-304(3) and 400.2A-305(3), with respect to goods covered by a certificate of title issued under a statute of this state or of another jurisdictio…

400.2A-106. Limitation on power of parties to consumer lease to choose applicable law and judicial forum. — (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 bec…

400.2A-107. Waiver or renunciation of claim or right after death. — 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 written waiver or renunciation signed and delivered by the aggrieved par…

400.2A-108. Unconscionability. — (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 contr…

400.2A-109. Option to accelerate at will. — A term providing that one party or his successor in interest may accelerate payment or performance or require collateral or additional collateral "at will" or "when he deems himself insecure" or in words of similar import must be constr…

400.2A-201. Statute of frauds. — (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 writing, …

400.2A-202. Final written 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 writing intended by the parties as a final expression of their agreement with respect to such te…

400.2A-203. Seals inoperative. — The affixing of a seal to a writing evidencing a lease contract or an offer to enter into a lease contract does not render the writing a sealed instrument and the law with respect to sealed instruments does not apply to the lease contract or offer…

400.2A-204. Formation in general. — (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 …

400.2A-205. Firm offers. — An offer by a merchant to lease goods to or from another person in a signed writing 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 tim…