reglab/statecodes huggingface dataset:
2023 Arizona Revised Statutes › Title 47 - Uniform Commercial Code › § 47-2715 - Buyer's incidental and consequential damages

47-2715.
Buyer's incidental and consequential damages
A. 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,  expenses or commissions in connection with effecting cover and any other reasonable expense incident to the delay or other breach.
B. Consequential damages resulting from the seller's breach include:
1. Any loss resulting from general or particular requirements and needs of which the seller at the time of contracting had reason to know and which could not reasonably be prevented by cover or otherwise;  and
2. Injury to person or property proximately resulting from any breach of warranty.
2023 Arizona Revised Statutes › Title 47 - Uniform Commercial Code › § 47-2716 - Buyer's right to specific performance or replevin

47-2716.
Buyer's right to specific performance or replevin
A. Specific performance may be decreed where the goods are unique or in other proper circumstances.
B. The decree for specific performance may include such terms and conditions as to payment of the price,  damages,  or other relief as the court may deem just.
C. The buyer has a right of replevin for goods identified to the contract if after reasonable effort he is unable to effect cover for such goods or the circumstances reasonably indicate that such effort will be unavailing or if the goods have been shipped under reservation and satisfaction of the security interest in them has been made or tendered. In the case of goods bought for personal,  family or household purposes,  the buyer's right of replevin vests on acquisition of a special property,  even if the seller had not then repudiated or failed to deliver.
2023 Arizona Revised Statutes › Title 47 - Uniform Commercial Code › § 47-2718 - Liquidation or limitation of damages; deposits

47-2718.
Liquidation or limitation of damages;  deposits
A. 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 the inconvenience or non-feasibility of otherwise obtaining an adequate remedy. A term fixing unreasonably large liquidated damages is void as a penalty.
B. Where the seller justifiably withholds delivery of goods because of the buyer's breach,  the buyer is entitled to restitution of any amount by which the sum of his payments exceeds:
1. The amount to which the seller is entitled by virtue of terms liquidating the seller's damages in accordance with subsection A of this section,  or
2. In the absence of such terms,  twenty per cent of the value of the total performance for which the buyer is obligated under the contract or five hundred dollars,  whichever is smaller.
C. The buyer's right to restitution under subsection B of this section is subject to offset to the extent that the seller establishes:
1. A right to recover damages under the provisions of this chapter other than subsection A of this section,  and
2. The amount or value of any benefits received by the buyer directly or indirectly by reason of the contract.
D. Where a seller has received payment in goods their reasonable value or the proceeds of their resale shall be treated as payments for the purposes of subsection B of this section;  but if the seller has notice of the buyer's breach before reselling goods received in part performance,  his resale is subject to the conditions laid down in this chapter on resale by an aggrieved seller (section 47-2706).
2023 Arizona Revised Statutes › Title 47 - Uniform Commercial Code › § 47-2719 - Contractual modification or limitation of remedy

47-2719.
Contractual modification or limitation of remedy
A. Subject to the provisions of subsections B and C of this section and of section 47-2718 on liquidation and limitation of damages:
1. The agreement may provide for remedies 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,  as by limiting the buyer's remedies to return of the goods and repayment of the price or to repair and replacement of non-conforming goods or parts;  and
2. Resort to a remedy as provided is optional unless the remedy is expressly agreed to be exclusive,  in which case it is the sole remedy.
B. Where circumstances cause an exclusive or limited remedy to fail of its essential purpose,  remedy may be had as provided in this title.
C. Consequential damages may be limited or excluded unless the limitation or exclusion is unconscionable. Limitation of consequential damages for injury to the person in the case of consumer goods is prima facie unconscionable but limitation of damages where the loss is commercial is not.
2023 Arizona Revised Statutes › Title 47 - Uniform Commercial Code › § 47-2720 - Effect of "cancellation" or "rescission" on claims for antecedent breach

47-2720.
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 for an antecedent breach.
2023 Arizona Revised Statutes › Title 47 - Uniform Commercial Code › § 47-2721 - Remedies for fraud

47-2721.
Remedies for fraud
Remedies for material misrepresentation or fraud include all remedies available under this chapter 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 deemed inconsistent with a claim for damages or other remedy.
2023 Arizona Revised Statutes › Title 47 - Uniform Commercial Code › § 47-2722 - Who can sue third parties for injury to goods

47-2722.
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:
1. A right of action against the third party is in either party to the contract for sale who has title to or a security interest or a special property or an insurable interest in the goods;  and if the goods have been destroyed or converted a right of action is also in the party who either bore the risk of loss under the contract for sale or has since the injury assumed that risk as against the other;
2. If at the time of the injury the party plaintiff did not bear the risk of loss as against the other party to the contract for sale and there is no arrangement between them for disposition of the recovery,  his suit or settlement is,  subject to his own interest,  as a fiduciary for the other party to the contract;
3. Either party may with the consent of the other sue for the benefit of whom it may concern.
2023 Arizona Revised Statutes › Title 47 - Uniform Commercial Code › § 47-2723 - Proof of market price: time and place

47-2723.
Proof of market price: time and place
A. 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 (section 47-2708 or 47-2713) shall be determined according to the price of such goods prevailing at the time when the aggrieved party learned of the repudiation.
B. If evidence of a price prevailing at the times or places described in this chapter is not readily available the price prevailing within any reasonable time before or after the time described or at any other place which in commercial judgment or under usage of trade would serve as a reasonable substitute for the one described may be used,  making any proper allowance for the cost of transporting the goods to or from such other place.
C. Evidence of a relevant price prevailing at a time or place other than the one described in this chapter offered by one party is not admissible unless and until he has given the other party such notice as the court finds sufficient to prevent unfair surprise.
2023 Arizona Revised Statutes › Title 47 - Uniform Commercial Code › § 47-2724 - Admissibility of market quotations

47-2724.
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 published as the reports of such market shall be admissible in evidence. The circumstances of the preparation of such a report may be shown to affect its weight but not its admissibility.
2023 Arizona Revised Statutes › Title 47 - Uniform Commercial Code › § 47-2725 - Statute of limitations in contracts for sale

47-2725.
Statute of limitations in contracts for sale
A. 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 but may not extend it.
B. A cause of action accrues when the breach occurs,  regardless of the aggrieved party's lack of knowledge of the breach. A breach of warranty occurs when tender of delivery is made,  except that where a warranty explicitly extends to future performance of the goods and discovery of the breach must await the time of such performance the cause of action accrues when the breach is or should have been discovered.
C. Where an action commenced within the time limited by subsection A is so terminated as to leave available a remedy by another action for the same breach such other action may be commenced after the expiration of the time limited and within six months after the termination of the first action unless the termination resulted from voluntary discontinuance or from dismissal for failure or neglect to prosecute.
D. This section does not alter the law on tolling of the statute of limitations nor does it apply to causes of action which have accrued before January 1,  1968.
2023 Arizona Revised Statutes › Title 47 - Uniform Commercial Code › § 47-2A104 - Leases subject to other law

47-2A104.
Leases subject to other law
A. A lease,  although subject to this chapter,  is also subject to any applicable:
1. Certificate of title statute of this state;
2. Certificate of title statute of another jurisdiction (Section 47-2A105);  or
3. Consumer protection statute of this state,  or final consumer protection decision of a court of this state existing on the effective date of this chapter.
B. In case of conflict between this chapter,  other than section 47-2A105,  section 47-2A304,  subsection C and section 47-2A305,  subsection C,  and a statute or decision referred to in subsection A of this section,  the statute or decision controls.
C. Failure to comply with an applicable law has only the effect specified therein.
2023 Arizona Revised Statutes › Title 47 - Uniform Commercial Code › § 47-2A105 - Territorial application of chapter to goods covered by certificate of title

47-2A105.
Territorial application of chapter to goods covered by certificate of title
Subject to the provisions of section 47-2A304,  subsection C and section 47-2A305,  subsection C,  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 laws rules,  of the jurisdiction issuing the certificate until the earlier of surrender of the certificate or four months after the goods are removed from that jurisdiction and thereafter until a new certificate of title is issued by another jurisdiction.
2023 Arizona Revised Statutes › Title 47 - Uniform Commercial Code › § 47-2A106 - Limitation on power of parties to consumer lease to choose applicable law and judicial forum

47-2A106.
Limitation on power of parties to consumer lease to choose applicable law and judicial forum
A. 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 enforceable.
B. If the judicial forum chosen by the parties to a consumer lease is a forum that would not otherwise have jurisdiction over the lessee,  the choice is not enforceable.
2023 Arizona Revised Statutes › Title 47 - Uniform Commercial Code › § 47-2A107 - Waiver or renunciation of claim or right after default

47-2A107.
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.
2023 Arizona Revised Statutes › Title 47 - Uniform Commercial Code › § 47-2A108 - Unconscionability

47-2A108.
Unconscionability
A. 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 clause,  or it may so limit the application of any unconscionable clause as to avoid any unconscionable result.
B. With respect to a consumer lease,  if the court as a matter of law finds that a lease contract or any clause of a lease contract has been induced by unconscionable conduct or that unconscionable conduct has occurred in the collection of a claim arising from a lease contract,  the court may grant appropriate relief.
C. Before making a finding of unconscionability under subsection A or B,  the court,  on its own motion or that of a party,  shall afford the parties a reasonable opportunity to present evidence as to the setting,  purpose and effect of the lease contract or clause thereof,  or of the conduct.
D. In an action in which the lessee claims unconscionability with respect to a consumer lease:
1. If the court finds unconscionability under subsection A or B,  the court shall award reasonable attorney fees to the lessee.
2. If the court does not find unconscionability and the lessee claiming unconscionability has brought or maintained an action he or she knew to be groundless,  the court shall award reasonable attorney fees to the party against whom the claim is made.
3. In determining attorney fees,  the amount of the recovery on behalf of the claimant under subsections A and B is not controlling.
2023 Arizona Revised Statutes › Title 47 - Uniform Commercial Code › § 47-2A109 - Option to accelerate at will

47-2A109.
Option to accelerate at will
A. A term providing that one party or his successor in interest may accelerate payment or performance or require collateral or additional collateral " at will"  or " when he deems himself insecure"  or in words of similar import must be construed to mean that he has power to do so only if he in good faith believes that the prospect of payment or performance is impaired.
B. With respect to a consumer lease,  the burden of establishing good faith under subsection A is on the party who exercised the power. Otherwise the burden of establishing lack of good faith is on the party against whom the power has been exercised.
2023 Arizona Revised Statutes › Title 47 - Uniform Commercial Code › § 47-2A201 - Statute of frauds

47-2A201.
Statute of frauds
A. A lease contract is not enforceable by way of action or defense unless:
1. 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
2. There is a writing,  signed by the party against whom enforcement is sought or by that party's authorized agent,  sufficient to indicate that a lease contract has been made between the parties and to describe the goods leased and the lease term.
B. Any description of leased goods or of the lease term is sufficient and satisfies subsection A,  paragraph 2,  whether or not it is specific,  if it reasonably identifies what is described.
C. A writing is not insufficient because it omits or incorrectly states a term agreed upon,  but the lease contract is not enforceable under subsection A,  paragraph 2 beyond the lease term and the quantity of goods shown in the writing.
D. A lease contract that does not satisfy the requirements of subsection A,  but which is valid in other respects,  is enforceable:
1. If the goods are to be specially manufactured or obtained for the lessee and are not suitable for lease or sale to others in the ordinary course of the lessor's business,  and the lessor,  before notice of repudiation is received and under circumstances that reasonably indicate that the goods are for the lessee,  has made either a substantial beginning of their manufacture or commitments for their procurement;
2. If the party against whom enforcement is sought admits in that party's pleading,  testimony or otherwise in court that a lease contract was made,  but the lease contract is not enforceable under this provision beyond the quantity of goods admitted;  or
3. With respect to goods that have been received and accepted by the lessee.
E. The lease term under a lease contract referred to in subsection D is:
1. If there is a writing signed by the party against whom enforcement is sought or by that party's authorized agent specifying the lease term,  the term so specified;
2. If the party against whom enforcement is sought admits in that party's pleading,  testimony or otherwise in court a lease term,  the term so admitted;  or
3. A reasonable lease term.
2023 Arizona Revised Statutes › Title 47 - Uniform Commercial Code › § 47-2A202 - Final written expression; parol or extrinsic evidence

47-2A202.
Final written 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 writing 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 prior agreement or of a contemporaneous oral agreement but may be explained or supplemented:
1. By course of dealing or usage of trade or by course of performance;  and
2. By evidence of consistent additional terms unless the court finds the writing to have been intended also as a complete and exclusive statement of the terms of the agreement.
2023 Arizona Revised Statutes › Title 47 - Uniform Commercial Code › § 47-2A204 - Formation in general

47-2A204.
Formation in general
A. 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.
B. An agreement sufficient to constitute a lease contract may be found although the moment of its making is undetermined.
C. Although one or more terms are left open,  a lease contract does not fail for indefiniteness if the parties have intended to make a lease contract and there is a reasonably certain basis for giving an appropriate remedy.
2023 Arizona Revised Statutes › Title 47 - Uniform Commercial Code › § 47-2A205 - Firm offers

47-2A205.
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 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 period of irrevocability exceed three months. Any such term of assurance on a form supplied by the offeree must be separately signed by the offeror.
2023 Arizona Revised Statutes › Title 47 - Uniform Commercial Code › § 47-2A206 - Offer and acceptance in formation of lease contract

47-2A206.
Offer and acceptance in formation of lease contract
A. 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.
B. If the beginning of a requested performance is a reasonable mode of acceptance,  an offeror who is not notified of acceptance within a reasonable time may treat the offer as having lapsed before acceptance.
2023 Arizona Revised Statutes › Title 47 - Uniform Commercial Code › § 47-2A208 - Modification, rescission and waiver

47-2A208.
Modification,  rescission and waiver
A. An agreement modifying a lease contract needs no consideration to be binding.
B. A signed lease agreement that excludes modification or rescission except by a signed writing may not be otherwise modified or rescinded,  but,  except as between merchants,  such a requirement on a form supplied by a merchant must be separately signed by the other party.
C. Although an attempt at modification or rescission does not satisfy the requirements of subsection B,  it may operate as a waiver.
D. A party who has made a waiver affecting an executory portion of a lease contract may retract the waiver by reasonable notification received by the other party that strict performance will be required of any term waived,  unless the retraction would be unjust in view of a material change of position in reliance on the waiver.
2023 Arizona Revised Statutes › Title 47 - Uniform Commercial Code › § 47-2A209 - Lessee under finance lease as beneficiary of supply contract

47-2A209.
Lessee under finance lease as beneficiary of supply contract
A. 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 the supply contract,  extends to the lessee to the extent of the lessee's leasehold interest under a finance lease related to the supply contract,  but is subject to the terms of the warranty and of the supply contract and all defenses or claims arising therefrom.
B. The extension of the benefit of a supplier's promises and of warranties to the lessee (subsection A) does not:
1. Modify the rights and obligations of the parties to the supply contract,  whether arising therefrom or otherwise;  or
2. Impose any duty or liability under the supply contract on the lessee.
C. Any modification or rescission of the supply contract by the supplier and the lessor is effective between the supplier and the lessee unless,  before the modification or rescission,  the supplier has received notice that the lessee has entered into a finance lease related to the supply contract. If the modification or rescission is effective between the supplier and the lessee,  the lessor is deemed to have assumed,  in addition to the obligations of the lessor to the lessee under the lease contract,  promises of the supplier to the lessor and warranties that were so modified or rescinded as they existed and were available to the lessee before modification or rescission.
D. In addition to the extension of the benefit of the supplier's promises and of warranties to the lessee under subsection A,  the lessee retains all rights that the lessee may have against the supplier which arise from an agreement between the lessee and the supplier or under other law.
2023 Arizona Revised Statutes › Title 47 - Uniform Commercial Code › § 47-2A210 - Express warranties

47-2A210.
Express warranties
A. Express warranties by the lessor are created as follows:
1. 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 promise.
2. Any description of the goods which is made part of the basis of the bargain creates an express warranty that the goods will conform to the description.
3. Any sample or model that is made part of the basis of the bargain creates an express warranty that the whole of the goods will conform to the sample or model.
B. It is not necessary to the creation of an express warranty that the lessor use formal words,  such as " warrant"  or " guarantee" ,  or that the lessor have a specific intention to make a warranty,  but an affirmation merely of the value of the goods or a statement purporting to be merely the lessor's opinion or commendation of the goods does not create a warranty.
2023 Arizona Revised Statutes › Title 47 - Uniform Commercial Code › § 47-2A211 - Warranties against interference and against infringement; lessee's obligation against infringement

47-2A211.
Warranties against interference and against infringement;  lessee's obligation against infringement
A. 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 leasehold interest.
B. Except in a finance lease there is in a lease contract by a lessor who is a merchant regularly dealing in goods of the kind a warranty that the goods are delivered free of the rightful claim of any person by way of infringement or the like.
C. A lessee who furnishes specifications to a lessor or a supplier shall hold the lessor and the supplier harmless against any claim by way of infringement or the like that arises out of compliance with the specifications.
2023 Arizona Revised Statutes › Title 47 - Uniform Commercial Code › § 47-2A212 - Implied warranty of merchantability

47-2A212.
Implied warranty of merchantability
A. 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.
B. Goods to be merchantable must be at least such as:
1. Pass without objection in the trade under the description in the lease agreement;
2. In the case of fungible goods,  are of fair average quality within the description;
3. Are fit for the ordinary purposes for which goods of that type are used;
4. Run,  within the variation permitted by the lease agreement,  of even kind,  quality and quantity within each unit and among all units involved;
5. Are adequately contained,  packaged and labeled as the lease agreement may require;  and
6. Conform to any promises or affirmations of fact made on the container or label.
C. Other implied warranties may arise from course of dealing or usage of trade.
2023 Arizona Revised Statutes › Title 47 - Uniform Commercial Code › § 47-2A213 - Implied warranty of fitness for particular purpose

47-2A213.
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 judgment to select or furnish suitable goods,  there is in the lease contract an implied warranty that the goods will be fit for that purpose.
2023 Arizona Revised Statutes › Title 47 - Uniform Commercial Code › § 47-2A214 - Exclusion or modification of warranties

47-2A214.
Exclusion or modification of warranties
A. 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 47-2A202 on parol or extrinsic evidence,  negation or limitation is inoperative to the extent that the construction is unreasonable.
B. Subject to subsection C of this section,  to exclude or modify the implied warranty of merchantability or any part of it the language must mention " merchantability" ,  be by a writing and be conspicuous. Subject to subsection C of this section,  to exclude or modify any implied warranty of fitness the exclusion must be by a writing and be conspicuous. Language to exclude all implied warranties of fitness is sufficient if it is in writing,  is conspicuous and states,  for example,  " There is no warranty that the goods will be fit for a particular purpose" .
C. Notwithstanding subsection B of this section,  but subject to subsection D of this section:
1. Unless the circumstances indicate otherwise,  all implied warranties are excluded by expressions like " as is" ,  or " with all faults" ,  or by other language that in common understanding calls the lessee's attention to the exclusion of warranties and makes plain that there is no implied warranty,  if in writing and conspicuous;
2. If the lessee before entering into the lease contract has examined the goods or the sample or model as fully as desired or has refused to examine the goods,  there is no implied warranty with regard to defects that an examination ought in the circumstances to have revealed;  and
3. An implied warranty may also be excluded or modified by course of dealing,  course of performance or usage of trade.
D. To exclude or modify a warranty against interference or against infringement (section 47-2A211) or any part of it,  the language must be specific,  be by a writing and be conspicuous,  unless the circumstances,  including course of performance,  course of dealing or usage of trade,  give the lessee reason to know that the goods are being leased subject to a claim or interest of any person.
2023 Arizona Revised Statutes › Title 47 - Uniform Commercial Code › § 47-2A215 - Cumulation and conflict of warranties express or implied

47-2A215.
Cumulation and conflict of warranties express or implied
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. Exact or technical specifications displace an inconsistent sample or model or general language of description.
2. A sample from an existing bulk displaces inconsistent general language of description.
3. Express warranties displace inconsistent implied warranties other than an implied warranty of fitness for a particular purpose.
2023 Arizona Revised Statutes › Title 47 - Uniform Commercial Code › § 47-2A216 - Third-party beneficiaries of express and implied warranties

47-2A216.
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 if it is reasonable to expect that such person may use,  consume or be affected by the goods and who is injured in person by breach of the warranty. This section does not displace principles of law and equity that extend a warranty to or for the benefit of a lessee to other persons. The operation of this section may not be excluded,  modified or limited,  but an exclusion,  modification or limitation of the warranty,  including any with respect to rights and remedies,  effective against the lessee is also effective against any beneficiary designated under this section.
2023 Arizona Revised Statutes › Title 47 - Uniform Commercial Code › § 47-2A217 - Identification

47-2A217.
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:
1. When the lease contract is made if the lease contract is for a lease of goods that are existing and identified;
2. When the goods are shipped,  marked or otherwise designated by the lessor as goods to which the lease contract refers,  if the lease contract is for a lease of goods that are not existing and identified;  or
3. When the young are conceived,  if the lease contract is for a lease of unborn young of animals.
2023 Arizona Revised Statutes › Title 47 - Uniform Commercial Code › § 47-2A218 - Insurance and proceeds

47-2A218.
Insurance and proceeds
A. 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.
B. If a lessee has an insurable interest only by reason of the lessor's identification of the goods,  the lessor,  until default or insolvency or notification to the lessee that identification is final,  may substitute other goods for those identified.
C. Notwithstanding a lessee's insurable interest under subsections A and B,  the lessor retains an insurable interest until an option to buy has been exercised by the lessee and risk of loss has passed to the lessee.
D. Nothing in this section impairs any insurable interest recognized under any other statute or rule of law.
E. The parties by agreement may determine that one or more parties have an obligation to obtain and pay for insurance covering the goods and by agreement may determine the beneficiary of the proceeds of the insurance.
2023 Arizona Revised Statutes › Title 47 - Uniform Commercial Code › § 47-2A219 - Risk of loss

47-2A219.
Risk of loss
A. 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.
B. Subject to the provisions of this chapter on the effect of default on risk of loss (section 47-2A220),  if risk of loss is to pass to the lessee and the time of passage is not stated,  the following rules apply:
1. If the lease contract requires or authorizes the goods to be shipped by carrier and it does not require delivery at a particular destination,  the risk of loss passes to the lessee when the goods are duly delivered to the carrier,  but if it does require delivery at a particular destination and the goods are there duly tendered while in the possession of the carrier,  the risk of loss passes to the lessee when the goods are there duly so tendered as to enable the lessee to take delivery.
2. If the goods are held by a bailee to be delivered without being moved,  the risk of loss passes to the lessee on acknowledgment by the bailee of the lessee's right to possession of the goods.
3. In any case not within paragraph 1 or 2 of this subsection,  the risk of loss passes to the lessee on the lessee's receipt of the goods if the lessor,  or,  in the case of a finance lease,  the supplier,  is a merchant. Otherwise the risk passes to the lessee on tender of delivery.
C. Notwithstanding subsections A and B of this section,  the parties to the lease may determine the risk of loss by written agreement.
2023 Arizona Revised Statutes › Title 47 - Uniform Commercial Code › § 47-2A220 - Effect of default on risk of loss

47-2A220.
Effect of default on risk of loss
A. Where risk of loss is to pass to the lessee and the time of passage is not stated:
1. 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 their loss remains with the lessor,  or,  in the case of a finance lease,  the supplier,  until cure or acceptance.
2. If the lessee rightfully revokes acceptance,  he,  to the extent of any deficiency in his effective insurance coverage,  may treat the risk of loss as having remained with the lessor from the beginning.
B. Whether or not risk of loss is to pass to the lessee,  if the lessee as to conforming goods already identified to a lease contract repudiates or is otherwise in default under the lease contract,  the lessor,  or,  in the case of a finance lease,  the supplier,  to the extent of any deficiency in his effective insurance coverage may treat the risk of loss as resting on the lessee for a commercially reasonable time.
2023 Arizona Revised Statutes › Title 47 - Uniform Commercial Code › § 47-2A221 - Casualty to identified goods

47-2A221.
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 the lessee pursuant to the lease agreement or section 47-2A219,  then:
1. If the loss is total,  the lease contract is avoided;  and
2. If the loss is partial or the goods have so deteriorated as to no longer conform to the lease contract,  the lessee may nevertheless demand inspection and at his option either treat the lease contract as avoided or,  except in a finance lease that is not a consumer lease,  accept the goods with due allowance from the rent payable for the balance of the lease term for the deterioration or the deficiency in quantity but without further right against the lessor.
2023 Arizona Revised Statutes › Title 47 - Uniform Commercial Code › § 47-2A302 - Title to and possession of goods

47-2A302.
Title to and possession of goods
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 possession or the absence of possession is fraudulent.
2023 Arizona Revised Statutes › Title 47 - Uniform Commercial Code › § 47-2A304 - Subsequent lease of goods by lessor

47-2A304.
Subsequent lease of goods by lessor
A. Subject to section 47-2A303,  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 subsection B of this section and section 47-2A527,  subsection D,  takes subject to the existing lease contract. A lessor with voidable title has power to transfer a good leasehold interest to a good faith subsequent lessee for value,  but only to the extent set forth in the preceding sentence. If goods have been delivered under a transaction of purchase,  the lessor has that power even though:
1. The lessor's transferor was deceived as to the identity of the lessor;
2. The delivery was in exchange for a check which is later dishonored;
3. It was agreed that the transaction was to be a " cash sale" ;  or
4. The delivery was procured through fraud punishable as larcenous under the criminal law.
B. A subsequent lessee in the ordinary course of business from a lessor who is a merchant dealing in goods of that kind to whom the goods were entrusted by the existing lessee of that lessor before the interest of the subsequent lessee became enforceable against that lessor obtains,  to the extent of the leasehold interest transferred,  all of that lessor's and the existing lessee's rights to the goods,  and takes free of the existing lease contract.
C. A subsequent lessee from the lessor of goods that are subject to an existing lease contract and are covered by a certificate of title issued under a statute of this state or of another jurisdiction takes no greater rights than those provided both by this section and by the certificate of title statute.
2023 Arizona Revised Statutes › Title 47 - Uniform Commercial Code › § 47-2A305 - Sale or sublease of goods by lessee

47-2A305.
Sale or sublease of goods by lessee
A. Subject to the provisions of section 47-2A303,  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 subsection B of this section and section 47-2A511,  subsection D,  takes subject to the existing lease contract. A lessee with a voidable leasehold interest has power to transfer a good leasehold interest to a good faith buyer for value or a good faith sublessee for value,  but only to the extent set forth in the preceding sentence. When goods have been delivered under a transaction of lease the lessee has that power even though:
1. The lessor was deceived as to the identity of the lessee;
2. The delivery was in exchange for a check which is later dishonored;  or
3. The delivery was procured through fraud punishable as larcenous under the criminal law.
B. A buyer in the ordinary course of business or a sublessee in the ordinary course of business from a lessee who is a merchant dealing in goods of that kind to whom the goods were entrusted by the lessor obtains,  to the extent of the interest transferred,  all of the lessor's and lessee's rights to the goods,  and takes free of the existing lease contract.
C. A buyer or sublessee from the lessee of goods that are subject to an existing lease contract and are covered by a certificate of title issued under a statute of this State or of another jurisdiction takes no greater rights than those provided both by this section and by the certificate of title statute.
2023 Arizona Revised Statutes › Title 47 - Uniform Commercial Code › § 47-2A306 - Priority of certain liens arising by operation of law

47-2A306.
Priority of certain liens arising by operation of law
If a person in the ordinary course of his 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 interest of the lessee under the lease contract or this chapter unless the lien is created by statute and the statute provides otherwise or unless the lien is created by rule of law and the rule of law provides otherwise.
2023 Arizona Revised Statutes › Title 47 - Uniform Commercial Code › § 47-2A307 - Priority of liens arising by attachment or levy on, security interests in and other claims to goods

47-2A307.
Priority of liens arising by attachment or levy on,  security interests in and other claims to goods
A. Except as otherwise provided in section 47-2A306,  a creditor of a lessee takes subject to the lease contract.
B. Except as otherwise provided in subsection C of this section and in sections 47-2A306 and 47-2A308,  a creditor of a lessor takes subject to the lease contract unless the creditor holds a lien that attached to the goods before the lease contract became enforceable.
C. Except as otherwise provided in sections 47-9317,  47-9321 and 47-9323,  a lessee takes a leasehold interest subject to a security interest held by a creditor of the lessor.
2023 Arizona Revised Statutes › Title 47 - Uniform Commercial Code › § 47-2A308 - Special rights of creditors

47-2A308.
Special rights of creditors
A. 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 course of trade by the lessor for a commercially reasonable time after the lease contract becomes enforceable is not fraudulent.
B. Nothing in this chapter impairs the rights of creditors of a lessor if the lease contract becomes enforceable,  not in current course of trade but in satisfaction of or as security for a preexisting claim for money,  security or the like,  and is made under circumstances which under any statute or rule of law apart from this chapter would constitute the transaction a fraudulent transfer or voidable preference.
C. A creditor of a seller may treat a sale or an identification of goods to a contract for sale as void if as against the creditor retention of possession by the seller is fraudulent under any statute or rule of law,  but retention of possession of the goods pursuant to a lease contract entered into by the seller as lessee and the buyer as lessor in connection with the sale or identification of the goods is not fraudulent if the buyer bought for value and in good faith.
2023 Arizona Revised Statutes › Title 47 - Uniform Commercial Code › § 47-2A310 - Lessor's and lessee's rights when goods become accessions

47-2A310.
Lessor's and lessee's rights when goods become accessions
A. Goods are " accessions"  when they are installed in or affixed to other goods.
B. 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 D.
C. The interest of a lessor or a lessee under a lease contract entered into at the time or after the goods became accessions is superior to all subsequently acquired interests in the whole except as stated in subsection D but is subordinate to interests in the whole existing at the time the lease contract was made unless the holders of such interests in the whole have in writing consented to the lease or disclaimed an interest in the goods as part of the whole.
D. The interest of a lessor or a lessee under a lease contract described in subsection B or C is subordinate to the interest of:
1. A buyer in the ordinary course of business or a lessee in the ordinary course of business of any interest in the whole acquired after the goods became accessions;  or
2. A creditor with a security interest in the whole perfected before the lease contract was made to the extent that the creditor makes subsequent advances without knowledge of the lease contract.
E. When under subsection B or subsections C and D a lessor or a lessee of accessions holds an interest that is superior to all interests in the whole,  the lessor or the lessee may on default,  expiration,  termination or cancellation of the lease contract by the other party but subject to the provisions of the lease contract and this chapter,  or if necessary to enforce his other rights and remedies under this chapter,  remove the goods from the whole,  free and clear of all interests in the whole,  but he must reimburse any holder of an interest in the whole who is not the lessee and who has not otherwise agreed for the cost of repair of any physical injury but not for any diminution in value of the whole caused by the absence of the goods removed or by any necessity for replacing them. A person entitled to reimbursement may refuse permission to remove until the party seeking removal gives adequate security for the performance of this obligation.
2023 Arizona Revised Statutes › Title 47 - Uniform Commercial Code › § 47-2A401 - Insecurity; adequate assurance of performance

47-2A401.
Insecurity;  adequate assurance of performance
A. A lease contract imposes an obligation on each party that the other's expectation of receiving due performance will not be impaired.
B. If reasonable grounds for insecurity arise with respect to the performance of either party,  the insecure party may demand in writing adequate assurance of due performance. Until the insecure party receives that assurance,  if commercially reasonable the insecure party may suspend any performance for which he has not already received the agreed return.
C. A repudiation of the lease contract occurs if assurance of due performance adequate under the circumstances of the particular case is not provided to the insecure party within a reasonable time,  not to exceed thirty days after receipt of a demand by the other party.
D. Between merchants,  the reasonableness of grounds for insecurity and the adequacy of any assurance offered must be determined according to commercial standards.
E. Acceptance of any nonconforming delivery or payment does not prejudice the aggrieved party's right to demand adequate assurance of future performance.