Chapter 411 — UNIFORM COMMERCIAL CODE — LEASES

411.101 Short title. This chapter may be cited as the uniform commercial code — leases. History: 1991 a. 148.

411.102 Scope. This chapter applies to any transaction, regardless of form, that creates a lease. History: 1991 a. 148. UCC Now Governs Personal Property Leases. Storm. Wis. Law. Oct. 1992.

411.103 Definitions and index of definitions. (1) In this chapter, unless the context requires otherwise: (a) “Buyer in ordinary course of business” means a person who, in good faith and without knowledge that the sale to him or 411.401 411.402 411.403 411.404 411.405 411.406 411…

411.104 Leases subject to other law. (1) A lease, although subject to this chapter, is also subject to any applicable: (a) Certificate of title statute of this state, including ss. 30.531, 101.9203 and 342.05. (b) Certificate of title statute of another jurisdiction. (c) Consumer…

411.105 Territorial application of chapter to goods covered by certificate of title. Subject to ss. 411.304 (3) and

411.106 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 when the lease agreement becomes enforcea…

411.107 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 written waiver or renunciation signed and delivered by the aggrieved party. …

411.108 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 when it was made, the court may refuse to enforce the lease contract, or it may enforce the remainder of the lease contract without …

411.109 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 considers himself or herself insecure” or in words of si…

411.201 Statute of frauds. (1) A lease contract is not enforceable by way of action or defense unless any of the following occurs: (a) The total payments to be made under the lease contract, May 22, 2026, are designated by NOTES. (Published 5-22-26) 411.201 Updated 23-24 Wis. Sta…

411.202 Final written expression: parol or extrinsic evidence. Terms with respect to which the confirmatory memoranda of the parties agree or that are otherwise set forth in a writing intended by the parties as a final expression of their agreement with respect to such terms as a…

411.203 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 make the writing a sealed instrument and the law with respect to sealed instruments does not apply to the lease contract or offer. Histor…

411.204 Formation in general. (1) A lease contract may be made in any manner sufficient to show agreement, including 4 conduct by both parties that recognizes the existence of a lease contract. (2) An agreement sufficient to constitute a lease contract may be found although the m…

411.205 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 that 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…

411.206 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. …

411.207 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 objection to it by the other, any course of performance accepted or acq…

411.208 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 not be otherwise modified or rescinded, but, except …

411.209 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 a 3rd party provided in connection with or as part of the s…

411.210 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 that relates to the goods and becomes part of the basis of the bargain creates an express warranty that the goods will …

411.211 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, ot…

411.212 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) To be merchantable, goods shall meet all of the following …

411.213 Implied warranty of fitness for particular purpose. Except in a finance lease, if the lessor when 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 s…

411.214 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 shall be construed wherever reasonable as consistent with each other; but, subject to s. 411.202, negat…

411.215 Cumulation and conflict of warranties express or implied. Warranties, whether express or implied, shall 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 domina…

411.216 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 the family or household of the lessee or who is a guest in the lessee’s home i…

411.217 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 when any of the following occurs: (1) The lease con…

411.218 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 lessee has an insurable interest only by re…

411.219 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 s. 411.220, if risk of loss is to pass to the lessee and the …

411.220 Effect of default on risk of loss. (1) If risk of loss is to pass to the lessee and the time of passage is not stated, all of the following apply: (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 t…

411.221 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 suffer casualty before risk of loss passes to t…

411.301 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 of the parties. History: 1991 a. 148.

411.302 Title to and possession of goods. Except as otherwise provided in this chapter, this chapter applies whether the lessor or a 3rd party has title to the goods, and whether the lessor, the lessee, or a 3rd party has possession of the goods, notwithstanding any statute or ru…

411.303 Alienability of party’s interest under lease contract or of lessor’s residual interest in goods; delegation of performance; transfer of rights. (1) In this section, “creation of a security interest” includes the sale of a lease contract that is subject to ch. 409 under s.…

411.304 Subsequent lease of goods by lessor. (1) (a) Subject to s. 411.303, a subsequent lessee from a lessor of goods under an existing lease contract obtains, to the extent of the leasehold interest transferred, the leasehold interest in the goods that the lessor had or had pow…

411.305 (3), 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 certificate of title statute are governed by the law, including the conflict of la…

411.306 Priority of certain liens arising by operation of law. If a person in the ordinary course of his or her 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…

411.307 Priority of liens arising by attachment or levy on, security interests in, and other claims to goods. (1) Except as provided in s. 411.306, a creditor of a lessee takes subject to the lease contract. (2) Except as provided in sub. (3) and ss. 411.306 and 411.308, a credit…

411.308 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 any statute or rule of law, but retention o…

411.309 (1) (d). “Goods” also includes the unborn young of animals. “Goods” does not include money, documents, instruments, accounts, chattel paper or general intangibles and does not include minerals or the like, including oil and gas, before extraction. (i) “Installment lease c…

411.310 Lessor’s and lessee’s rights when goods become accessions. (1) In this section, “accessions” means goods that 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 become accessions is sup…

411.311 Priority subject to subordination. Nothing in this chapter prevents subordination by agreement by any person entitled to priority. History: 1991 a. 148. SUBCHAPTER IV PERFORMANCE OF LEASE CONTRACT: REPUDIATED, SUBSTITUTED AND EXCUSED

411.401 Insecurity: adequate assurance of performance. (1) A lease contract imposes an obligation on each party that the other’s expectation of receiving due performance shall not be impaired. (2) If reasonable grounds for insecurity arise with respect to the performance of eithe…

411.402 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 the other, the aggrieved party may do any o…

411.403 Retraction of anticipatory repudiation. (1) May 22, 2026, are designated by NOTES. (Published 5-22-26) 411.403 Updated 23-24 Wis. Stats. UCC — LEASES Until the repudiating party’s next performance is due, the repudiating party may retract the repudiation unless the aggrie…

411.404 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 otherwise becomes commercially impractica…

411.405 Excused performance. Subject to s. 411.404 on substituted performance, the following apply: (1) Delay in delivery or nondelivery in whole or in part by a lessor or a supplier who complies with subs. (2) and (3) is not a default under the lease contract if performance as a…

411.406 Procedure on excused performance. (1) If the lessee receives notification of a material or indefinite delay or an allocation justified under s. 411.405, the lessee may by written notification to the lessor as to any goods involved, and with respect to all of the goods if …

411.407 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 goods. (2) A promise that becomes irrevocable and i…