Title 41, Uniform Commercial Code

1. If action, other than the filing of a financing statement, is taken before August 1, 2023, and the action would have resulted in perfection of the security interest had the security interest become enforceable before August 1, 2023, the action is effective to perfect a securit…

1. Subject to subsections 2 and 3, this Act determines the priority of conflicting claims to collateral. 2. Subject to subsection 3, if the priorities of claims to collateral were established before August 1, 2023, chapter 41-09 as in effect before August 1, 2023, determines prio…

1. Subject to subsections 2 and 3, chapter 41-12 determines the priority of conflicting claims to Article 12 property when the priority rules of chapter 41-09 as amended by this Act do not apply. 2. Subject to subsection 3, when the priority rules of chapter 41-09 as amended by t…

This chapter may be cited as Uniform Commercial Code - Controllable Electronic Records.

1. In this chapter: a. "Controllable electronic record" means a record stored in an electronic medium that can be subjected to control under section 41-12-05. The term does not include a controllable account, a controllable payment intangible, a deposit account, an electronic cop…

1. If there is conflict between this chapter and chapter 41-09, chapter 41-09 governs. 2. A transaction subject to this chapter is subject to any applicable rule of law that establishes a different rule for consumers and title 6, sections 13-04.1-09 through 13-04.1-09.3, and chap…

1. 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, and 8 of a purchaser and qualifying purchaser, in the same manner this section applies t…

1. 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 the person: (1) Power to avail itself of substantially a…

1. 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 payment intangible; or b. Except as…

1. Except as provided in subsection 2, the local law of a controllable electronic record's jurisdiction governs a matter covered by this chapter. 2. For a controllable electronic record that evidences a controllable account or controllable payment intangible, the local law of the…

This chapter may be cited as the Uniform Commercial Code - Leases.

1. This chapter applies to any transaction, regardless of form, that creates a lease and, in the case of a hybrid lease, it applies to the extent provided in subsection 2. 2. In a hybrid lease: a. If the lease-of-goods aspects do not predominate: (1) Only the provisions of this c…

1. In this chapter 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 is in violation of the ownership rights or security interest or leasehold interest of a third party in the good…

1. A lease, although subject to this chapter, is also subject to any applicable: a. Certificate of title statute of this state; b. Certificate of title statute of another jurisdiction (section 41-02.1-05); or c. Consumer protection law of this state, both decisional and statutory…

Subject to subsection 3 of section 41-02.1-34 and subsection 3 of section 41-02.1-35, with respect to goods covered by a certificate of title issued under a statute of this state or of another jurisdiction, compliance and the effect of compliance or noncompliance with a certifica…

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 becomes enforceable or within thirty days thereafter or in which the goods are to be used, the choice is not enf…

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 waiver or renunciation in a signed record delivered by the aggrieved party.

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 contract without the unconscionable cl…

1. A term providing that one party or that party's successor in interest may accelerate payment or performance or require collateral or additional collateral "at will" or "when he or she deems himself or herself insecure" or in words of similar import must be construed to mean th…

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 record, signed by the party against whom enfo…

Terms with respect to which the confirmatory memoranda of the parties agree or which are otherwise set forth in a record intended by the parties as a final expression of their agreement with respect to such terms as are included therein may not be contradicted by evidence of any …

The affixing of a seal to a record evidencing a lease contract or an offer to enter into a lease contract does not render the record a sealed instrument and the law with respect to sealed instruments does not apply to the lease contract or offer.

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 the moment of its making is undetermin…

An offer by a merchant to lease goods to or from another person in a signed record 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 time, but in no event may the p…

1. Unless otherwise unambiguously indicated by the language or circumstances, an offer to make a lease contract must be construed as inviting acceptance in any manner and by any medium reasonable in the circumstances. 2. If the beginning of a requested performance is a reasonable…

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 record may not be otherwise modified or rescinded, but, except as between merchants, such a requirement on a fo…

1. The benefit of the supplier's promises to the lessor under the supply contract and of all warranties, whether express or implied, including those of any third party provided in connection with or as part of the supply contract, extends to the lessee to the extent of the lessee…

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 express warranty that the goods will conform to the affirmation or…

1. There is in a lease contract a warranty that for the lease term no person holds a claim to or interest in the goods that arose from an act or omission of the lessor, other than a claim by way of infringement or the like, which will interfere with the lessee's enjoyment of its …

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 to be merchantable must: a. Pass without objection in the trade under the description in the lease …

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 required and that the lessee is relying on the lessor's skill or judgment to select or furnish suitable goods, there is in the leas…

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 consistent with each other but, subject to the provisions of section 41-02.1-11 on parol or extrinsic evidence, …

Warranties, whether express or implied, must be construed as consistent with each other and as cumulative, but if that construction is unreasonable, the intention of the parties determines which warranty is dominant. In ascertaining that intention, the following rules apply: 1. E…

A warranty to or for the benefit of a lessee under this chapter, whether express or implied, extends to any person who may reasonably be expected to use, consume, or be affected by the goods and who is injured by breach of the warranty. The operation of this section may not be ex…

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 contract is made, if the lease contract is for a lease o…

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 lessee has an insurable interest only by reason of the lessor's identificatio…

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 section 41-02.1-29, if risk of loss is to pass to the lessee and the time of passage …

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. Except as provided in subsection 3 and section 41-09-69, a provision in a lease agreement that prohibits the voluntary or involuntary transfer, including a transfer by sale, sublease, creation or enforcement of a security interest, or attachment, levy, or other judicial proces…

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. Except as otherwise provided in section 41-02.1-36, a creditor of a lessee takes subject to the lease contract. 2. Except as otherwise provided in subsection 3 and in sections 41-02.1-36 and 41-02.1-38, a creditor of a lessor takes subject to the lease contract unless the cred…