Title 09A, Title 09A: Uniform Commercial Code

§ 2—702. Seller’s remedies on discovery of buyer’s insolvency (1) Where the seller discovers the buyer to be insolvent he or she may refuse delivery except for cash including payment for all goods theretofore delivered under the contract, and stop delivery under this article (§ 2…

§ 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 is o…

§ 2—704. Seller’s right to identify goods to the contract notwithstanding breach or to salvage unfinished goods (1) An aggrieved seller under the preceding section may: (a) identify to the contract conforming goods not already identified if at the time he or she learned of the br…

§ 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 or she discovers the buyer to be insolvent (§ 2—702) and may stop delivery of carload, truckload, planeload, or larger s…

§ 2—706. Seller’s resale including contract for resale (1) Under the conditions stated in § 2—703 of this title 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 reasona…

§ 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 or her principal or anyone who otherwise holds a security interest or other…

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

§ 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 the next section, the price: (a) of goods accepted or of conforming goods lost or damaged within a commercially reasonable …

§ 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 return …

§ 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 whole if …

§ 2—712. “Cover”; buyer’s procurement of substitute goods (1) After a breach within the preceding section 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 s…

§ 2—713. Buyer’s damages for non-delivery or repudiation (1) Subject to the provisions of this article with respect to proof of market price (§ 2—723), the measure of damages for non-delivery or repudiation by the seller is the difference between the market price at the time when…

§ 2—714. Buyer’s damages for breach in regard to accepted goods (1) Where the buyer has accepted goods and given notification (§ 2—607(3)) he or she may recover as damages for any non-conformity of tender the loss resulting in the ordinary course of events from the seller’s breac…

§ 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, expe…

§ 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, or ot…

§ 2—717. Deduction of damages from the price The buyer on notifying the seller of his or her 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.

§ 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, and …

§ 2—719. Contractual modification or limitation of remedy (1) Subject to the provisions of subsections (2) and (3) of this section and of the preceding section on liquidation and limitation of damage:, (a) the agreement may provide for remedies in addition to or in substitution f…

§ 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 damages…

§ 2—721. Remedies for fraud Remedies for material misrepresentation or fraud include all remedies available under this article for non-fraudulent breach. Neither rescission or a claim for rescission of the contract for sale nor rejection or return of the goods shall bar or be dee…

§ 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 cont…

§ 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 (§ 2—708 or § 2—713) shall be determined according to the p…

§ 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 circulation pub…

§ 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 year b…

§ 2A—101. Short title This article shall be known and may be cited as the Uniform Commercial Code — Leases. (Added 1993, No. 158 (Adj. Sess.), § 10, eff. Jan. 1, 1995.)

§ 2A—102. Scope (1) This article 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) of this section. (2) In a hybrid lease: (A) if the lease-of-goods aspects do not predomin…

§ 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 secur…

§ 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 statutes of this state, including 23 V.S.A. chapter 21 (motor vehicles), and 23 V.S.A chapter 36 (motorboats); (b) certificate of title…

§ 2A—105. Territorial application of article to goods covered by certificate of title Subject to the provisions of sections 2A—304(3) and 2A—305(3) of this title, with respect to goods covered by a certificate of title issued under a statute of this state or of another jurisdicti…

§ 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 becomes …

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

§ 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 contract …

§ 2A—109. Option to accelerate at will (1) A term providing that one party or his or her 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 simil…

§ 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 is a record, signed by the party …

§ 2A—202. Final 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 record intended by the parties as a final expression of their agreement with respect to such terms as are incl…

§ 2A—203. Seals inoperative 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. (Adde…

§ 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 the m…

§ 2A—205. Firm offers 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…

§ 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 acceptance in any manner and by any medium reasonable in the circumstances.…

§ 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 record may not be otherwise modified or rescinded, but, except …

§ 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, including those of any third party provided in connection with or as part of …

§ 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 express warranty that the goods wil…

§ 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 lease term no person holds a claim to or interest in the goods that arose from an act or omission of the lessor, o…

§ 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 to be merchantable must be at least such as: (a) pa…

§ 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 required and that the lessee is relying on the lessor’s skill or judgm…

§ 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 consistent with each other; but, subject to the provisions of…