Title 41 — Uniform Commercial Code

1. If 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 loss remains with the lessor, or, in the case of a finance lease, the supp…

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 under the lease agreement or…

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 of the parties.

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 third party has possession of the goods, notwithstanding any statute or rule of law that posse…

1. Subject to section 41-02.1-33, 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 section 41-02.1-33, 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 provided in subsect…

If a person in the ordinary course of 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 over any inter…

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 recorded, of a fina…

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 intere…

Nothing in this chapter prevents subordination by agreement by any person entitled to priority.

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 for insecurity arise with respect to the performance of either party, the insecure party may demand in writing adequate…

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 the other, the aggrieved party may: 1. For a commercially reasonable time, aw…

1. Until the repudiating party's next performance is due, the repudiating party can retract the repudiation unless the aggrieved party has canceled the lease contract or materially changed the aggrieved party's position or otherwise indicated that the aggrieved party considers th…

1. If without fault of the lessee, the lessor, or the supplier, the agreed berthing, loading, or unloading facilities fail or the agreed type of carrier becomes unavailable or the agreed manner of delivery otherwise becomes commercially impracticable, but a commercially reasonabl…

Subject to section 41-02.1-45 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 41-02.1-46, 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 chapter. 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 chapter…

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 the lease agreement.

1. Except as otherwise provided in this chapter, the lease agreement may include rights and remedies for default in addition to or in substitution for those provided in this chapter and may limit or alter the measure of damages recoverable under this chapter. 2. Resort to a remed…

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 a lessor's residual interest, may be liquidated in the lease agreement but only at an amount or by a formula t…

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 41-02.1-67 or 41-02.1-76) 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 time of the default. 2. If evide…

1. If a lessor fails to deliver the goods in conformity to the lease contract (section 41-02.1-57) or repudiates the lease contract (section 41-02.1-43), or a lessee rightfully rejects the goods (section 41-02.1-57) or justifiably revokes acceptance of the goods (section 41-02.1-…

1. Subject to the provisions of section 41-02.1-58 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 t…

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. If, however, the nonconformity does…

1. Subject to any security interest of a lessee (subsection 5 of section 41-02.1-56), 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 a…

1. Except as otherwise provided with respect to goods that threaten to decline in value speedily (section 41-02.1-59) and subject to any security interest of a lessee (subsection 5 of section 41-02.1-56): 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 …

1. A lessee may revoke acceptance of a lot or commercial unit whose nonconformity substantially impairs its value to the lessee if: a. Except in the case of a finance lease, on the reasonable assumption that its nonconformity would be cured and it has not been seasonably cured; o…

1. After default by a lessor under the lease contract as described in subsection 1 of section 41-02.1-56 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 those due …

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 41-02.1-26) on making and keeping good a tender of any unpaid portion of the rent and securit…

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. A lessor aggrieved under subsection 1 of section 41-02.1-70 may: a. Identify to the lease contract conforming goods not already identified if at the time the lessor learned of the default they were in the lessor's or the supplier's possession or control; and b. Dispose of good…

1. If a lessor discovers the lessee to be insolvent, the lessor may refuse to deliver the goods. 2. The lessor has on a default by the lessee under the lease contract described in subsection 1 of section 41-02.1-71 or in subdivision a of subsection 3 of section 41-02.1-71 the rig…

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 described in subsection 1 of section 41-02.1-71 or in subdivision a of subsection 3 of section 41-02.1-71 or after the lessor refuses to deliver or takes possession of goods (section 41-02.1-73 or 41-02.1-74), the lessor may…

1. After default by the lessee under the lease contract as described in subsection 1 of section 41-02.1-71 or subdivision a of subsection 3 of section 41-02.1-71 or, if agreed, after other default by the lessee, if the lessor complies with subsection 2, the lessor may recover fro…

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 o…

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 chapter or other law, the lessor is entitled to 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…

This chapter may be cited as Uniform Commercial Code - Funds Transfers.

Except as otherwise provided in section 41-04.1-08, this chapter applies to funds transfers defined in section 41-04.1-04.

1. In this chapter: a. "Beneficiary" means the person to be paid by the beneficiary's bank. b. "Beneficiary's bank" means the bank identified in a payment order in which an account of the beneficiary is to be credited pursuant to the order or which otherwise is to make payment to…

In this chapter: 1. "Funds transfer" means the series of transactions, beginning with the originator's payment order, made for the purpose of making payment to the beneficiary of the order. The term includes any payment order issued by the originator's bank or an intermediary ban…