0 chapters · 650 sections in this title.
N.Y. Uniform Commercial Code Law § 2-718 Liquidation or Limitation of Damages; Deposits
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Section 2--718. Liquidation or Limitation of Damages; Deposits.\n (1) Damages for breach by either party may be liquidated in the\nagreement but only at an amount which is reasonable in the light of the\nanticipated or actual harm caused by the breach, the difficulties of\nproof …
N.Y. Uniform Commercial Code Law § 2-719 Contractual Modification or Limitation of Remedy
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Section 2--719. Contractual Modification or Limitation of Remedy.\n (1) Subject to the provisions of subsections (2) and (3) of this\nsection and of the preceding section on liquidation and limitation of\ndamages,\n (a) the agreement may provide for remedies in addition to or in\…
N.Y. Uniform Commercial Code Law § 2-720 Effect of "Cancellation" or "Rescission" on Claims for Antecedent Breach
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Section 2--720. Effect of "Cancellation" or "Rescission" on Claims for\n Antecedent Breach.\n Unless the contrary intention clearly appears, expressions of\n"cancellation" or "rescission" of the contract or the like shall not be\nconstrued as a renunciation or discharge of any cl…
N.Y. Uniform Commercial Code Law § 2-721 Remedies for Fraud
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Section 2--721. Remedies for Fraud.\n Remedies for material misrepresentation or fraud include all remedies\navailable under this Article for non-fraudulent breach. Neither\nrescission or a claim for rescission of the contract for sale nor\nrejection or return of the goods shall …
N.Y. Uniform Commercial Code Law § 2-722 Who Can Sue Third Parties for Injury to Goods
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Section 2--722. Who Can Sue Third Parties for Injury to Goods.\n Where a third party so deals with goods which have been identified to\na contract for sale as to cause actionable injury to a party to that\ncontract\n (a) a right of action against the third party is in either part…
N.Y. Uniform Commercial Code Law § 2-723 Proof of Market Price: Time and Place
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Section 2--723. Proof of Market Price: Time and Place.\n (1) If an action based on anticipatory repudiation comes to trial\nbefore the time for performance with respect to some or all of the\ngoods, any damages based on market price (Section 2--708 or Section\n2--713) shall be de…
N.Y. Uniform Commercial Code Law § 2-724 Admissibility of Market Quotations
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Section 2--724. Admissibility of Market Quotations.\n Whenever the prevailing price or value of any goods regularly bought\nand sold in any established commodity market is in issue, reports in\nofficial publications or trade journals or in newspapers or periodicals\nof general ci…
N.Y. Uniform Commercial Code Law § 2-725 Statute of Limitations in Contracts for Sale
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Section 2--725. Statute of Limitations in Contracts for Sale.\n (1) An action for breach of any contract for sale must be commenced\nwithin four years after the cause of action has accrued. By the original\nagreement the parties may reduce the period of limitation to not less\nth…
N.Y. Uniform Commercial Code Law § 2-A-101 Short Title
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Section 2-A-101. Short Title.\n This Article shall be known and may be cited as the Uniform Commercial\nCode - Leases.\n
N.Y. Uniform Commercial Code Law § 2-A-102 Scope
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Section 2-A-102. Scope.\n (1) This Article applies to any transaction, regardless of form, that\ncreates a lease and, in the case of a hybrid lease, it applies to the\nextent provided in subsection (2).\n (2) In a hybrid lease:\n (a) if the lease-of-goods aspects do not predomina…
N.Y. Uniform Commercial Code Law § 2-A-103 Definitions and Index of Definitions
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Section 2-A-103. Definitions and Index of Definitions.\n (1) In this Article unless the context otherwise requires:\n (a) "Buyer in ordinary course of business" means a person who in\n good faith and without knowledge that the sale to him is in\n violation of the ownership rights…
N.Y. Uniform Commercial Code Law § 2-A-104 Leases Subject to Other Law
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Section 2-A-104. Leases Subject to Other Law.\n (1) A lease, although subject to this Article, is also subject to any\napplicable:\n (a) certificate of title statute of this state;\n (b) certificate of title statute of another jurisdiction (Section\n 2-A-105); or\n (c) consumer p…
N.Y. Uniform Commercial Code Law § 2-A-105 Territorial Application of Article to Goods Covered by Certificate of Title
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Section 2-A-105. Territorial Application of Article to Goods Covered by\n Certificate of Title.\n Subject to the provisions of Sections 2-A-304(3) and 2-A-305(3), with\nrespect to goods covered by a certificate of title issued under a\nstatute of this state or of another jurisdic…
N.Y. Uniform Commercial Code Law § 2-A-106 Limitation on Power of Parties to Consumer Lease to Choose Applicable Law and Judicial Forum
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Section 2-A-106. Limitation on Power of Parties to Consumer Lease to\n Choose Applicable Law and Judicial Forum.\n (1) If the law chosen by the parties to a consumer lease is that of a\njurisdiction other than a jurisdiction in which the lessee resides at\nthe time the lease agre…
N.Y. Uniform Commercial Code Law § 2-A-107 Waiver or Renunciation of Claim or Right After Default
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Section 2-A-107. Waiver or Renunciation of Claim or Right After Default.\n Any claim or right arising out of an alleged default or breach of\nwarranty may be discharged in whole or in part without consideration by\na waiver or renunciation in a signed record delivered by the aggr…
N.Y. Uniform Commercial Code Law § 2-A-108 Unconscionability
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Section 2-A-108. Unconscionability.\n (1) If the court as a matter of law finds a lease contract or any\nclause of a lease contract to have been unconscionable at the time it\nwas made the court may refuse to enforce the lease contract, or it may\nenforce the remainder of the lea…
N.Y. Uniform Commercial Code Law § 2-A-109 Option to Accelerate at Will
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Section 2-A-109. Option to Accelerate at Will.\n (1) A term providing that one party or his or her successor in\ninterest may accelerate payment or performance or require collateral or\nadditional collateral "at will" or "when he or she deems himself or\nherself insecure" or in w…
N.Y. Uniform Commercial Code Law § 2-A-201 Statute of Frauds
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Section 2-A-201. Statute of Frauds.\n (1) A lease contract is not enforceable by way of action or defense\nunless:\n (a) the total payments to be made under the lease contract,\n excluding payments for options to renew or buy, are less than\n $1,000; or\n (b) there is a record, s…
N.Y. Uniform Commercial Code Law § 2-A-202 Final Written Expression: Parol or Extrinsic Evidence
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Section 2-A-202. Final Written Expression: Parol or Extrinsic Evidence.\n Terms with respect to which the confirmatory memoranda of the parties\nagree or which are otherwise set forth in a record intended by the\nparties as a final expression of their agreement with respect to su…
N.Y. Uniform Commercial Code Law § 2-A-203 Seals Inoperative
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Section 2-A-203. Seals Inoperative.\n The affixing of a seal to a record evidencing a lease contract or an\noffer to enter into a lease contract does not render the record a sealed\ninstrument and the law with respect to sealed instruments does not apply\nto the lease contract or…
N.Y. Uniform Commercial Code Law § 2-A-204 Formation in General
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Section 2-A-204. Formation in General.\n (1) A lease contract may be made in any manner sufficient to show\nagreement, including conduct by both parties which recognizes the\nexistence of a lease contract.\n (2) An agreement sufficient to constitute a lease contract may be\nfound…
N.Y. Uniform Commercial Code Law § 2-A-205 Firm Offers
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Section 2-A-205. Firm Offers.\n An offer by a merchant to lease goods to or from another person in a\nsigned record that by its terms gives assurance it will be held open is\nnot revocable, for lack of consideration, during the time stated or, if\nno time is stated, for a reasona…
N.Y. Uniform Commercial Code Law § 2-A-206 Offer and Acceptance in Formation of Lease Contract
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Section 2-A-206. Offer and Acceptance in Formation of Lease Contract.\n (1) Unless otherwise unambiguously indicated by the language or\ncircumstances, an offer to make a lease contract must be construed as\ninviting acceptance in any manner and by any medium reasonable in the\nc…
N.Y. Uniform Commercial Code Law § 2-A-208 Modification, Rescission and Waiver
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Section 2-A-208. Modification, Rescission and Waiver.\n (1) An agreement modifying a lease contract needs no consideration to\nbe binding.\n (2) A signed lease agreement that excludes modification or rescission\nexcept by a signed record may not be otherwise modified or rescinded…
N.Y. Uniform Commercial Code Law § 2-A-209 Lessee Under Finance Lease as Beneficiary of Supply Contract
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Section 2-A-209. Lessee Under Finance Lease as Beneficiary of Supply\n Contract.\n (1) The benefit of a supplier's promises to the lessor under the\nsupply contract and of all warranties, whether express or implied,\nincluding those of any third party provided in connection with …
N.Y. Uniform Commercial Code Law § 2-A-210 Express Warranties
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Section 2-A-210. Express Warranties.\n (1) Express warranties by the lessor are created as follows:\n (a) any affirmation of fact or promise made by the lessor to the\n lessee which relates to the goods and becomes part of the\n basis of the bargain creates an express warranty th…
N.Y. Uniform Commercial Code Law § 2-A-211 Warranties Against Interference and Against Infringement; Lessee's Obligation Against Infringement
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Section 2-A-211. Warranties Against Interference and Against\n Infringement; Lessee's Obligation Against\n Infringement.\n (1) There is in a lease contract a warranty that for the lease term no\nperson holds a claim to or interest in the goods that arose from an act\nor omission …
N.Y. Uniform Commercial Code Law § 2-A-212 Implied Warranty of Merchantability
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Section 2-A-212. Implied Warranty of Merchantability.\n (1) Except in a finance lease, a warranty that the goods will be\nmerchantable is implied in a lease contract if the lessor is a merchant\nwith respect to goods of that kind.\n (2) Goods to be merchantable must be at least s…
N.Y. Uniform Commercial Code Law § 2-A-213 Implied Warranty of Fitness for Particular Purpose
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Section 2-A-213. Implied Warranty of Fitness for Particular Purpose.\n Except in a finance lease, if the lessor at the time the lease\ncontract is made has reason to know of any particular purpose for which\nthe goods are required and that the lessee is relying on the lessor's\ns…
N.Y. Uniform Commercial Code Law § 2-A-214 Exclusion or Modification of Warranties
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Section 2-A-214. Exclusion or Modification of Warranties.\n (1) Words or conduct relevant to the creation of an express warranty\nand words or conduct tending to negate or limit a warranty must be\nconstrued wherever reasonable as consistent with each other; but,\nsubject to the …
N.Y. Uniform Commercial Code Law § 2-A-215 Cumulation and Conflict of Warranties Express or Implied
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Section 2-A-215. Cumulation and Conflict of Warranties Express or\n Implied.\n Warranties, whether express or implied, must be construed as\nconsistent with each other and as cumulative, but if that construction\nis unreasonable, the intention of the parties determines which warr…
N.Y. Uniform Commercial Code Law § 2-A-216 Third-Party Beneficiaries of Express or Implied Warranties
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Section 2-A-216. Third-Party Beneficiaries of Express or Implied\n Warranties.\n A warranty to or for the benefit of a lessee under this Article,\nwhether express or implied, extends to any natural person if it is\nreasonable to expect that such person may use, consume, or be aff…
N.Y. Uniform Commercial Code Law § 2-A-217 Identification
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Section 2-A-217. Identification.\n Identification of goods as goods to which a lease contract refers may\nbe made at any time and in any manner explicitly agreed to by the\nparties. In the absence of explicit agreement, identification occurs:\n (1) when the lease contract is made…
N.Y. Uniform Commercial Code Law § 2-A-218 Insurance and Proceeds
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Section 2-A-218. Insurance and Proceeds.\n (1) A lessee obtains an insurable interest when existing goods are\nidentified to the lease contract even though the goods identified are\nnonconforming and the lessee has an option to reject them.\n (2) If a lessee has an insurable inte…
N.Y. Uniform Commercial Code Law § 2-A-219 Risk of Loss
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Section 2-A-219. Risk of Loss.\n (1) Except in the case of a finance lease, risk of loss is retained by\nthe lessor and does not pass to the lessee. In the case of a finance\nlease, risk of loss passes to the lessee.\n (2) Subject to the provisions of this Article on the effect o…
N.Y. Uniform Commercial Code Law § 2-A-220 Effect of Default on Risk of Loss
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Section 2-A-220. Effect of Default on Risk of Loss.\n (1) Where risk of loss is to pass to the lessee and the time of\npassage is not stated:\n (a) if a tender or delivery of goods so fails to conform to the\n lease contract as to give a right of rejection, the risk of\n their lo…
N.Y. Uniform Commercial Code Law § 2-A-221 Casualty to Identified Goods
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Section 2-A-221. Casualty to Identified Goods.\n If a lease contract requires goods identified when the lease contract\nis made, and the goods suffer casualty without fault of the lessee, the\nlessor or the supplier before delivery, or the goods suffer casualty\nbefore risk of lo…
N.Y. Uniform Commercial Code Law § 2-A-301 Enforceability of Lease Contract
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Section 2-A-301. Enforceability of Lease Contract.\n Except as otherwise provided in this Article, a lease contract is\neffective and enforceable according to its terms between the parties,\nagainst purchasers of the goods, and against creditors of the parties.\n
N.Y. Uniform Commercial Code Law § 2-A-302 Title to and Possession of Goods
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Section 2-A-302. Title to and Possession of Goods.\n Except as otherwise provided in this Article, each provision of this\nArticle applies whether the lessor or a third party has title to the\ngoods, and whether the lessor, the lessee, or a third party has\npossession of the good…
N.Y. Uniform Commercial Code Law § 2-A-303 Alienability of Party's Interest Under Lease Contract or of Lessor's Residual Interest in Goods; Delegation of Performance; Transfer of R...
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Section 2-A-303. Alienability of Party's Interest Under Lease Contract\n or of Lessor's Residual Interest in Goods; Delegation\n of Performance; Transfer of Rights.\n (1) As used in this section, "creation of a security interest"\nincludes the sale of a lease contract that is sub…
N.Y. Uniform Commercial Code Law § 2-A-304 Subsequent Lease of Goods by Lessor
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Section 2-A-304. Subsequent Lease of Goods by Lessor.\n (1) Subject to Section 2-A-303, a subsequent lessee from a lessor of\ngoods under an existing lease contract obtains, to the extent of the\nleasehold interest transferred, the leasehold interest in the goods that\nthe lessor…
N.Y. Uniform Commercial Code Law § 2-A-305 Sale or Sublease of Goods by Lessee
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Section 2-A-305. Sale or Sublease of Goods by Lessee.\n (1) Subject to the provisions of Section 2-A-303, a buyer or sublessee\nfrom the lessee of goods under an existing lease contract obtains, to\nthe extent of the interest transferred, the leasehold interest in the\ngoods that…
N.Y. Uniform Commercial Code Law § 2-A-306 Priority of Certain Liens Arising by Operation of Law
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Section 2-A-306. Priority of Certain Liens Arising by Operation of Law.\n If a person in the ordinary course of his or her business furnishes\nservices or materials with respect to goods subject to a lease contract,\na lien upon those goods in the possession of that person given …
N.Y. Uniform Commercial Code Law § 2-A-307 Priority of Liens Arising by Attachment or Levy on, Security Interests in, and Other Claims to Goods
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Section 2-A-307. Priority of Liens Arising by Attachment or Levy on,\n Security Interests in, and Other Claims to Goods.\n (1) Except as otherwise provided in Section 2-A-306, a creditor of a\nlessee takes subject to the lease contract.\n (2) Except as otherwise provided in subse…
N.Y. Uniform Commercial Code Law § 2-A-308 Special Rights of Creditors
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Section 2-A-308. Special Rights of Creditors.\n (1) A creditor of a lessor in possession of goods subject to a lease\ncontract may treat the lease contract as void if as against the creditor\nretention of possession by the lessor is fraudulent under any statute or\nrule of law, b…
N.Y. Uniform Commercial Code Law § 2-A-309 Lessor's and Lessee's Rights When Goods Become Fixtures
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Section 2-A-309. Lessor's and Lessee's Rights When Goods Become\n Fixtures.\n (1) In this section:\n (a) Goods are "fixtures" when they become so related to\n particular real estate that an interest in them arises under\n real estate law;\n (b) A "fixture filing" is the filing, i…
N.Y. Uniform Commercial Code Law § 2-A-310 Lessor's and Lessee's Rights When Goods Become Accessions
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Section 2-A-310. Lessor's and Lessee's Rights When Goods Become\n Accessions.\n (1) Goods are "accessions" when they are installed in or affixed to\nother goods.\n (2) The interest of a lessor or a lessee under a lease contract\nentered into before the goods became accessions is …
N.Y. Uniform Commercial Code Law § 2-A-311 Priority Subject to Subordination
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Section 2-A-311. Priority Subject to Subordination.\n Nothing in this Article prevents subordination by agreement by any\nperson entitled to priority.\n
N.Y. Uniform Commercial Code Law § 2-A-401 Insecurity: Adequate Assurance of Performance
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Section 2-A-401. Insecurity: Adequate Assurance of Performance.\n (1) A lease contract imposes an obligation on each party that the\nother's expectation of receiving due performance will not be impaired.\n (2) If reasonable grounds for insecurity arise with respect to the\nperfor…
N.Y. Uniform Commercial Code Law § 2-A-402 Anticipatory Repudiation
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Section 2-A-402. Anticipatory Repudiation.\n If either party repudiates a lease contract with respect to a\nperformance not yet due under the lease contract, the loss of which\nperformance will substantially impair the value of the lease contract to\nthe other, the aggrieved part…