Title 12A, Title 12A: COMMERCIAL TRANSACTIONS

12A:2A-105. Territorial application of chapter to goods covered by certificate of title 12A:2A-105. Territorial application of chapter to goods covered by certificate of title. Subject to the provisions of sections 12A:2A-304(3) and 12A:2A-305(3), with respect to goods covered by…

12A:2A-106. Limitation on power of parties to consumer lease to choose applicable law and judicial forum 12A: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…

12A:2A-107. Waiver or renunciation of claim or right after default 12A: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 writt…

12A:2A-108. Unconscionability 12A: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 …

12A:2A-109. Option to accelerate at will 12A:2A-109. Option to accelerate at will. (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 hims…

12A:2A-201. Statute of frauds 12A: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 $1,000; or (b) there …

12A:2A-202. Final written expression: parol or extrinsic evidence 12A: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 a…

12A:2A-203. Seals inoperative 12A: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…

12A:2A-204. Formation in general 12A: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 …

12A:2A-205. Firm offers 12A: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…

12A:2A-206. Offer and acceptance in formation of lease contract 12A:2A-206. Offer and acceptance in formation of lease contract. (1) Unless otherwise unambiguously indicated by the language or circumstances, an offer to make a lease contract must be construed as inviting acceptan…

12A:2A-207. Course of performance or practical construction 12A:2A-207. Course of performance or practical construction. (1) If a lease contract involves repeated occasions for performance by either party with knowledge of the nature of the performance and opportunity for objecti…

12A:2A-208. Modification, rescission and waiver 12A:2A-208. Modification, rescission and waiver. (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 writing may …

12A:2A-209. Lessee under finance lease as beneficiary of supply contract 12A:2A-209. Lessee under finance lease as beneficiary of supply contract. (1) The benefit of a supplier's promises to the lessor under the supply contract and of all warranties, whether express or implied, i…

12A:2A-210. Express warranties 12A:2A-210. Express warranties. (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 e…

12A:2A-211. Warranties against interference and against infringement; lessee's obligation against infringement 12A:2A-211. Warranties against interference and against infringement; lessee's obligation against infringement. (1) There is in a lease contract a warranty that for the …

12A:2A-212. Implied warranty of merchantability 12A:2A-212. Implied warranty of merchantability. (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 …

12A:2A-213. Implied warranty of fitness for particular purpose 12A: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 requ…

12A:2A-214. Exclusion or modification of warranties 12A:2A-214. Exclusion or modification of warranties. (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 consis…

12A:2A-215. Cumulation and conflict of warranties express or implied 12A: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 unreas…

12A:2A-216. Third-party beneficiaries of express and implied warranties 12A:2A-216. Third-party beneficiaries of express and implied warranties. A warranty to or for the benefit of a lessee under this chapter, whether express or implied, extends to any natural person who is in th…

12A:2A-217. Identification 12A: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 …

12A:2A-218. Insurance and proceeds 12A:2A-218. Insurance and proceeds. (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 less…

12A:2A-219. Risk of loss 12A:2A-219. Risk of loss. (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 chapter o…

12A:2A-220. Effect of default on risk of loss 12A:2A-220. Effect of default on risk of loss. (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…

12A:2A-221. Casualty to identified goods 12A: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 su…

12A:2A-301. Enforceability of lease contract 12A:2A-301. Enforceability of lease contract. Except as otherwise provided in this chapter, a lease contract is effective and enforceable according to its terms between the parties, against purchasers of the goods and against creditors…

12A:2A-302. Title to and possession of goods 12A:2A-302. Title to and possession of goods. Except as otherwise provided in this chapter, each provision of this chapter applies whether the lessor or a third party has title to the goods, and whether the lessor, the lessee, or a thi…

12A:2A-303. Alienability of party's interest under lease contract or of lessor's residual interest in goods; delegation of performance; transfer of rights 12A:2A-303. Alienability of party's interest under lease contract or of lessor's residual interest in goods; delegation of pe…

12A:2A-304. Subsequent lease of goods by lessor 12A:2A-304. Subsequent lease of goods by lessor. (1) Subject to 12A: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 inte…

12A:2A-305. Sale or sublease of goods by lessee 12A:2A-305. Sale or sublease of goods by lessee. (1) Subject to the provisions of 12A: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 lea…

12A:2A-306. Priority of certain liens arising by operation of law 12A: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 li…

12A:2A-307 Priority of liens arising by attachment or levy on, security interests in, and other claims to goods. 12A:2A-307. Priority of liens arising by attachment or levy on, security interests in, and other claims to goods. (1) Except as otherwise provided in 12A:2A-306, a cre…

12A:2A-308. Special rights of creditors 12A:2A-308. Special rights of creditors. (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…

12A:2A-309. Lessor's and lessee's rights when goods become fixtures 12A:2A-309. Lessor's and lessee's rights when goods become fixtures. (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 …

12A:2A-310. Lessor's and lessee's rights when goods become accessions 12A:2A-310. Lessor's and lessee's rights when goods become accessions. (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 con…

12A:2A-311. Priority subject to subordination 12A:2A-311. Priority subject to subordination. Nothing in this chapter prevents subordination by agreement by any person entitled to priority. L.1994,c.114,s.1.

12A:2A-401. Insecurity: adequate assurance of performance 12A:2A-401. Insecurity: adequate assurance of performance. (1) A lease contract imposes an obligation on each party that the other's expectation of receiving due performance will not be impaired. (2) If reasonable grounds …

12A:2A-402. Anticipatory repudiation 12A: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 th…

12A:2A-403. Retraction of anticipatory repudiation 12A:2A-403. Retraction of anticipatory repudiation. (1) Until the repudiating party's next performance is due, the repudiating party can retract the repudiation unless, since the repudiation, the aggrieved party has cancelled the…

12A:2A-404. Substituted performance 12A:2A-404. Substituted performance. (1) 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 …

12A:2A-405. Excused performance 12A:2A-405. Excused performance. Subject to 12A:2A-404 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 defa…

12A:2A-406. Procedure on excused performance 12A:2A-406. Procedure on excused performance. (1) If the lessee receives notification of a material or indefinite delay or an allocation justified under 12A:2A-405, the lessee may by written notification to the lessor as to any goods i…

12A:2A-407. Irrevocable promises: finance leases 12A:2A-407. Irrevocable promises: finance leases. (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…

12A:2A-501. Default: procedure 12A:2A-501. Default: procedure. (1) Whether the lessor or the lessee is in default under a lease contract is determined by the lease agreement and this chapter. (2) If the lessor or the lessee is in default under the lease contract, the party seekin…

12A:2A-502. Notice after default 12A:2A-502. Notice after default. Except as otherwise provided in this chapter 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 t…