reglab/statecodes huggingface dataset:
2023 Iowa Code › Title XIII - COMMERCE › Chapter 554 - UNIFORM COMMERCIAL CODE › Section 554.12502 - Creditor process served on receiving bank — setoff by beneficiary’s bank.

554.12502 Creditor process served on receiving bank — setoff by beneficiary’s bank.
1. As used in this section, “creditor process” means levy, attachment, garnishment, notice of lien, sequestration, or similar process issued by or on behalf of a creditor or other claimant with respect to an account.
2. This subsection applies to the creditor process with respect to an authorized account of the sender of a payment order if the creditor process is served on the receiving bank. For the purpose of determining the rights of the parties with respect to the creditor process, if the receiving bank accepts the payment order, the balance in the authorized account is deemed to be reduced by the amount of the payment order to the extent the bank did not otherwise receive payment of the order, unless the creditor process is served at a time and in a manner affording the bank a reasonable opportunity to act on it before the bank accepts the payment order.
3. If a beneficiary’s bank has received a payment order for payment to the beneficiary’s account in the bank, the following rules apply:
a. The beneficiary’s bank may credit the beneficiary’s account. The amount credited may be set off against an obligation owed by the beneficiary to the bank or may be applied to satisfy a creditor process served on the bank with respect to the account.
b. The beneficiary’s bank may credit the beneficiary’s account and allow withdrawal of the amount credited unless a creditor process with respect to the account is served at a time and in a manner affording the beneficiary’s bank a reasonable opportunity to act to prevent withdrawal.
c. If a creditor process with respect to the beneficiary’s account has been served and the beneficiary’s bank has had a reasonable opportunity to act on it, the beneficiary’s bank may not reject the payment order except for a reason unrelated to the service of process.
4. Creditor process with respect to a payment by the originator to the beneficiary pursuant to a funds transfer may be served only on the beneficiary’s bank with respect to the debt owed by that bank to the beneficiary. Any other bank served with the creditor process is not required to act with respect to the process.
92 Acts, ch 1146, §33
2023 Iowa Code › Title XIII - COMMERCE › Chapter 554 - UNIFORM COMMERCIAL CODE › Section 554.12503 - Injunction or restraining order with respect to funds transfer.

554.12503 Injunction or restraining order with respect to funds transfer.
For proper cause and in compliance with applicable law, a court may restrain a person from issuing a payment order to initiate a funds transfer, an originator’s bank from executing the payment order of the originator, or the beneficiary’s bank from releasing funds to the beneficiary or the beneficiary from withdrawing the funds. A court may not otherwise restrain a person from issuing a payment order, paying or receiving payment of a payment order, or otherwise acting with respect to a funds transfer.
92 Acts, ch 1146, §34
2023 Iowa Code › Title XIII - COMMERCE › Chapter 554 - UNIFORM COMMERCIAL CODE › Section 554.12504 - Order in which items and payment orders may be charged to account — order of withdrawals from account.

554.12504 Order in which items and payment orders may be charged to account — order of withdrawals from account.
1. If a receiving bank has received more than one payment order of the sender or one or more payment orders and other items that are payable from the sender’s account, the bank may charge the sender’s account with respect to the various orders and items in any sequence.
2. In determining whether a credit to an account has been withdrawn by the holder of the account or applied to a debt of the holder of the account, credits first made to the account are first withdrawn or applied.
92 Acts, ch 1146, §35
2023 Iowa Code › Title XIII - COMMERCE › Chapter 554 - UNIFORM COMMERCIAL CODE › Section 554.12505 - Preclusion of objection to debit of customer’s account.

554.12505 Preclusion of objection to debit of customer’s account.
If a receiving bank has received payment from the receiving bank’s customer with respect to a payment order issued in the name of the customer as sender and accepted by the receiving bank, and the customer received notification reasonably identifying the order, the customer is precluded from asserting that the receiving bank is not entitled to retain the payment unless the customer notifies the receiving bank of the customer’s objection to the payment within one year after the notification was received by the customer.
92 Acts, ch 1146, §36
2023 Iowa Code › Title XIII - COMMERCE › Chapter 554 - UNIFORM COMMERCIAL CODE › Section 554.12506 - Rate of interest.

554.12506 Rate of interest.
1. If, under this Article, a receiving bank is to pay interest with respect to a payment order issued to the bank, the amount payable may be determined by agreement of the sender and receiving bank, or by a funds-transfer system rule if the payment order is transmitted through a funds-transfer system.
2. If the amount of interest is not determined by an agreement or rule as stated in subsection 1, the amount is calculated by multiplying the applicable federal funds rate by the amount on which interest is payable, and then multiplying the product by the number of days for which interest is payable. The applicable federal funds rate is the average of the federal funds rates published by the federal reserve bank of New York for each of the days for which interest is payable divided by three hundred sixty. The federal funds rate for any day on which a published rate is not available is the same as the published rate for the next preceding day for which there is a published rate. If a receiving bank that accepted a payment order is required to refund payment to the sender of the order because the funds transfer was not completed, but the failure to complete was not due to any fault by the receiving bank, the interest payable is reduced by a percentage equal to the reserve requirement on deposits of the receiving bank.
92 Acts, ch 1146, §37
2023 Iowa Code › Title XIII - COMMERCE › Chapter 554 - UNIFORM COMMERCIAL CODE › Section 554.12507 - Choice of law.

554.12507 Choice of law.
1. The following rules apply unless the affected parties otherwise agree or subsection 3 applies:
a. The rights and obligations between the sender of a payment order and the receiving bank are governed by the law of the jurisdiction in which the receiving bank is located.
b. The rights and obligations between the beneficiary’s bank and the beneficiary are governed by the law of the jurisdiction in which the beneficiary’s bank is located.
c. The issue of when payment is made pursuant to a funds transfer by the originator to the beneficiary is governed by the law of the jurisdiction in which the beneficiary’s bank is located.
2. If the parties described in each paragraph of subsection 1 have made an agreement selecting the law of a particular jurisdiction to govern rights and obligations between each other, the law of that jurisdiction governs those rights and obligations, whether or not the payment order or the funds transfer bears a reasonable relation to that jurisdiction.
3. a. A funds-transfer system rule may select the law of a particular jurisdiction to govern:
(1) the rights and obligations between participating banks with respect to payment orders transmitted or processed through the system, or
(2) the rights and obligations of some or all parties to a funds transfer any part of which is carried out by means of the system.
b. A choice of law made pursuant to paragraph “a”, subparagraph (1), is binding on participating banks. A choice of law made pursuant to paragraph “a”, subparagraph (2), is binding on the originator, other sender, or a receiving bank having notice that the funds-transfer system might be used in the funds transfer and of the choice of law by the system when the originator, other sender, or receiving bank issued or accepted a payment order. The beneficiary of a funds transfer is bound by the choice of law if, when the funds transfer is initiated, the beneficiary has notice that the funds-transfer system might be used in the funds transfer and of the choice of law by the system. The law of a jurisdiction selected pursuant to this subsection may govern, whether or not that law bears a reasonable relation to the matter in issue.
4. In the event of inconsistency between an agreement under subsection 2 and a choice-of-law rule under subsection 3, the agreement under subsection 2 prevails.
5. If a funds transfer is made by use of more than one funds-transfer system and there is inconsistency between choice-of-law rules of the systems, the matter in issue is governed by the law of the selected jurisdiction that has the most significant relationship to the matter in issue.
92 Acts, ch 1146, §38; 2013 Acts, ch 30, §153
Referred to in §554.1301, 554.12105, 554.12501
2023 Iowa Code › Title XIII - COMMERCE › Chapter 554 - UNIFORM COMMERCIAL CODE › Section 554.13104 - Leases subject to other law.

554.13104 Leases subject to other law.
1. A lease, although subject to this Article, is also subject to any applicable:
a. certificate of title or registration statute of this state (including as provided in chapters 321 and 462A);
b. certificate of title statute of another jurisdiction (section 554.13105); or
c. consumer protection statute of this state, or final consumer protection decision of a court of this state existing on July 1, 1994.
2. In case of conflict between this Article, other than sections 554.13105, 554.13304, subsection 3, and 554.13305, subsection 3, and a statute or decision referred to in subsection 1, the statute or decision controls.
3. Failure to comply with an applicable law has only the effect specified therein.
94 Acts, ch 1052, §8
2023 Iowa Code › Title XIII - COMMERCE › Chapter 554 - UNIFORM COMMERCIAL CODE › Section 554.13105 - Territorial application of Article to goods covered by certificate of title.

554.13105 Territorial application of Article to goods covered by certificate of title.
Subject to the provisions of sections 554.13304, subsection 3, and 554.13305, subsection 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 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.
94 Acts, ch 1052, §9; 2013 Acts, ch 30, §261
Referred to in §554.1301, 554.13104
2023 Iowa Code › Title XIII - COMMERCE › Chapter 554 - UNIFORM COMMERCIAL CODE › Section 554.13106 - Limitation on power of parties to consumer lease to choose applicable law and judicial forum.

554.13106 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 enforceable or within thirty days thereafter or in which the goods are to be used, the choice is not enforceable.
2. 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.
94 Acts, ch 1052, §10
Referred to in §554.1301
2023 Iowa Code › Title XIII - COMMERCE › Chapter 554 - UNIFORM COMMERCIAL CODE › Section 554.13107 - Waiver or renunciation of claim or right after default.

554.13107 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.
94 Acts, ch 1052, §11
2023 Iowa Code › Title XIII - COMMERCE › Chapter 554 - UNIFORM COMMERCIAL CODE › Section 554.13108 - Unconscionability.

554.13108 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 without the unconscionable clause, or it may so limit the application of any unconscionable clause as to avoid any unconscionable result.
2. 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.
3. Before making a finding of unconscionability under subsection 1 or 2, 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.
4. In an action in which the lessee claims unconscionability with respect to a consumer lease:
a. If the court finds unconscionability under subsection 1 or 2, the court shall award reasonable attorney’s fees to the lessee.
b. If the court does not find unconscionability and the lessee claiming unconscionability has brought or maintained an action that the lessee knew to be groundless, the court shall award reasonable attorney’s fees to the party against whom the claim is made.
c. In determining attorney’s fees, the amount of the recovery on behalf of the claimant under subsections 1 and 2 is not controlling.
94 Acts, ch 1052, §12
2023 Iowa Code › Title XIII - COMMERCE › Chapter 554 - UNIFORM COMMERCIAL CODE › Section 554.13109 - Option to accelerate at will.

554.13109 Option to accelerate at will.
1. A term providing that one party or the party’s successor in interest may accelerate payment or performance or require collateral or additional collateral “at will” or “when the party deems the party insecure” or in words of similar import must be construed to mean that the party has power to do so only if the party in good faith believes that the prospect of payment or performance is impaired.
2. With respect to a consumer lease, the burden of establishing good faith under subsection 1 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.
94 Acts, ch 1052, §13
2023 Iowa Code › Title XIII - COMMERCE › Chapter 554 - UNIFORM COMMERCIAL CODE › Section 554.13201 - Statute of frauds.

554.13201 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 one thousand dollars; or
b. 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.
2. Any description of leased goods or of the lease term is sufficient and satisfies subsection 1, paragraph “b”, whether or not it is specific, if it reasonably identifies what is described.
3. A writing is not insufficient because it omits or incorrectly states a term agreed upon, but the lease contract is not enforceable under subsection 1, paragraph “b”, beyond the lease term and the quantity of goods shown in the writing.
4. A lease contract that does not satisfy the requirements of subsection 1, but which is valid in other respects, is enforceable:
a. 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;
b. 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
c. with respect to goods that have been received and accepted by the lessee.
5. The lease term under a lease contract referred to in subsection 4 is:
a. 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;
b. 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
c. a reasonable lease term.
94 Acts, ch 1052, §14
2023 Iowa Code › Title XIII - COMMERCE › Chapter 554 - UNIFORM COMMERCIAL CODE › Section 554.13202 - Final written expression — parol or extrinsic evidence.

554.13202 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.
94 Acts, ch 1052, §15
Referred to in §554.13214
2023 Iowa Code › Title XIII - COMMERCE › Chapter 554 - UNIFORM COMMERCIAL CODE › Section 554.13203 - Seals inoperative.

554.13203 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 render the writing a sealed instrument and the law with respect to sealed instruments does not apply to the lease contract or offer.
94 Acts, ch 1052, §16
2023 Iowa Code › Title XIII - COMMERCE › Chapter 554 - UNIFORM COMMERCIAL CODE › Section 554.13204 - Formation in general.

554.13204 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 moment of its making is undetermined.
3. 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.
94 Acts, ch 1052, §17
2023 Iowa Code › Title XIII - COMMERCE › Chapter 554 - UNIFORM COMMERCIAL CODE › Section 554.13205 - Firm offers.

554.13205 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.
94 Acts, ch 1052, §18
2023 Iowa Code › Title XIII - COMMERCE › Chapter 554 - UNIFORM COMMERCIAL CODE › Section 554.13206 - Offer and acceptance in formation of lease contract.

554.13206 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.
2. 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.
94 Acts, ch 1052, §19
2023 Iowa Code › Title XIII - COMMERCE › Chapter 554 - UNIFORM COMMERCIAL CODE › Section 554.13208 - Modification, rescission, and waiver.

554.13208 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 as between merchants, such a requirement on a form supplied by a merchant must be separately signed by the other party.
3. Although an attempt at modification or rescission does not satisfy the requirements of subsection 2, it may operate as a waiver.
4. 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.
94 Acts, ch 1052, §21
2023 Iowa Code › Title XIII - COMMERCE › Chapter 554 - UNIFORM COMMERCIAL CODE › Section 554.13209 - Lessee under finance lease as beneficiary of supply contract.

554.13209 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 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.
2. The extension of the benefit of a supplier’s promises and of warranties to the lessee under subsection 1 does not:
a. modify the rights and obligations of the parties to the supply contract, whether arising therefrom or otherwise, or
b. impose any duty or liability under the supply contract on the lessee.
3. 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.
4. In addition to the extension of the benefit of the supplier’s promises and of warranties to the lessee under subsection 1, 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.
94 Acts, ch 1052, §22; 2013 Acts, ch 30, §155
2023 Iowa Code › Title XIII - COMMERCE › Chapter 554 - UNIFORM COMMERCIAL CODE › Section 554.13210 - Express warranties.

554.13210 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 will conform to the affirmation or promise.
b. 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.
c. 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.
2. 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.
94 Acts, ch 1052, §23
2023 Iowa Code › Title XIII - COMMERCE › Chapter 554 - UNIFORM COMMERCIAL CODE › Section 554.13211 - Warranties against interference and against infringement — lessee’s obligation against infringement.

554.13211 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, other than a claim by way of infringement or the like, which will interfere with the lessee’s enjoyment of its leasehold interest.
2. 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.
3. 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.
94 Acts, ch 1052, §24
Referred to in §554.13214, 554.13516
2023 Iowa Code › Title XIII - COMMERCE › Chapter 554 - UNIFORM COMMERCIAL CODE › Section 554.13212 - Implied warranty of merchantability.

554.13212 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. pass without objection in the trade under the description in the lease agreement;
b. in the case of fungible goods, are of fair average quality within the description;
c. are fit for the ordinary purposes for which goods of that type are used;
d. run, within the variation permitted by the lease agreement, of even kind, quality, and quantity within each unit and among all units involved;
e. are adequately contained, packaged, and labeled as the lease agreement may require; and
f. conform to any promises or affirmations of fact made on the container or label.
3. Other implied warranties may arise from course of dealing or usage of trade.
94 Acts, ch 1052, §25
2023 Iowa Code › Title XIII - COMMERCE › Chapter 554 - UNIFORM COMMERCIAL CODE › Section 554.13213 - Implied warranty of fitness for particular purpose.

554.13213 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.
94 Acts, ch 1052, §26
2023 Iowa Code › Title XIII - COMMERCE › Chapter 554 - UNIFORM COMMERCIAL CODE › Section 554.13214 - Exclusion or modification of warranties.

554.13214 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 section 554.13202 on parol or extrinsic evidence, negation or limitation is inoperative to the extent that the construction is unreasonable.
2. Subject to subsection 3, 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 3, 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”.
3. Notwithstanding subsection 2, but subject to subsection 4,
a. 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;
b. 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
c. an implied warranty may also be excluded or modified by course of dealing, course of performance, or usage of trade.
4. To exclude or modify a warranty against interference or against infringement (section 554.13211) 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.
94 Acts, ch 1052, §27
2023 Iowa Code › Title XIII - COMMERCE › Chapter 554 - UNIFORM COMMERCIAL CODE › Section 554.13215 - Cumulation and conflict of warranties express or implied.

554.13215 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.
94 Acts, ch 1052, §28
2023 Iowa Code › Title XIII - COMMERCE › Chapter 554 - UNIFORM COMMERCIAL CODE › Section 554.13216 - Third-party beneficiaries of express and implied warranties.

554.13216 Third-party beneficiaries of express and implied warranties.
A warranty to or for the benefit of a lessee under this Article, 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 excluded, modified, or limited with respect to injury to the person of an individual to whom the warranty extends, 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 the beneficiary designated under this section.
94 Acts, ch 1052, §29
2023 Iowa Code › Title XIII - COMMERCE › Chapter 554 - UNIFORM COMMERCIAL CODE › Section 554.13217 - Identification.

554.13217 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.
94 Acts, ch 1052, §30
Referred to in §554.13522
2023 Iowa Code › Title XIII - COMMERCE › Chapter 554 - UNIFORM COMMERCIAL CODE › Section 554.13218 - Insurance and proceeds.

554.13218 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 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.
3. Notwithstanding a lessee’s insurable interest under subsections 1 and 2, 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.
4. Nothing in this section impairs any insurable interest recognized under any other statute or rule of law.
5. 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.
94 Acts, ch 1052, §31
2023 Iowa Code › Title XIII - COMMERCE › Chapter 554 - UNIFORM COMMERCIAL CODE › Section 554.13219 - Risk of loss.

554.13219 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 the provisions of this Article on the effect of default on risk of loss (section 554.13220), if risk of loss is to pass to the lessee and the time of passage is not stated, the following rules apply:
a. If the lease contract requires or authorizes the goods to be shipped by carrier
(1) 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
(2) 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.
b. 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.
c. In any case not within paragraph “a” or “b”, 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.
94 Acts, ch 1052, §32
Referred to in §554.13221, 554.13529
2023 Iowa Code › Title XIII - COMMERCE › Chapter 554 - UNIFORM COMMERCIAL CODE › Section 554.13220 - Effect of default on risk of loss.

554.13220 Effect of default on risk of loss.
1. Where 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 their loss remains with the lessor, or, in the case of a finance lease, the supplier, until cure or acceptance.
b. If the lessee rightfully revokes acceptance, the lessee, to the extent of any deficiency in the lessee’s effective insurance coverage, may treat the risk of loss as having remained with the lessor from the beginning.
2. 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 the lessor’s or supplier’s effective insurance coverage may treat the risk of loss as resting on the lessee for a commercially reasonable time.
94 Acts, ch 1052, §33
Referred to in §554.13219
2023 Iowa Code › Title XIII - COMMERCE › Chapter 554 - UNIFORM COMMERCIAL CODE › Section 554.13221 - Casualty to identified goods.

554.13221 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 554.13219, 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 the lessee’s 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.
94 Acts, ch 1052, §34
2023 Iowa Code › Title XIII - COMMERCE › Chapter 554 - UNIFORM COMMERCIAL CODE › Section 554.13301 - Enforceability of lease contract.

554.13301 Enforceability of lease contract.
Except as otherwise provided in this Article, 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.
94 Acts, ch 1052, §35
2023 Iowa Code › Title XIII - COMMERCE › Chapter 554 - UNIFORM COMMERCIAL CODE › Section 554.13302 - Title to and possession of goods.

554.13302 Title to and possession of goods.
Except as otherwise provided in this Article, each provision of this Article 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.
94 Acts, ch 1052, §36
2023 Iowa Code › Title XIII - COMMERCE › Chapter 554 - UNIFORM COMMERCIAL CODE › Section 554.13304 - Subsequent lease of goods by lessor.

554.13304 Subsequent lease of goods by lessor.
1. Subject to section 554.13303, 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 2 and section 554.13527, subsection 4, 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:
a. the lessor’s transferor was deceived as to the identity of the lessor;
b. the delivery was in exchange for a check which is later dishonored;
c. it was agreed that the transaction was to be a “cash sale”; or
d. the delivery was procured through fraud punishable as larcenous under the criminal law.
2. 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.
3. 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.
94 Acts, ch 1052, §38
Referred to in §554.7209, 554.7503, 554.13104, 554.13105
2023 Iowa Code › Title XIII - COMMERCE › Chapter 554 - UNIFORM COMMERCIAL CODE › Section 554.13305 - Sale or sublease of goods by lessee.

554.13305 Sale or sublease of goods by lessee.
1. Subject to the provisions of section 554.13303, 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 2 and section 554.13511, subsection 4, 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:
a. the lessor was deceived as to the identity of the lessee;
b. the delivery was in exchange for a check which is later dishonored; or
c. the delivery was procured through fraud punishable as larcenous under the criminal law.
2. 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.
3. 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.
94 Acts, ch 1052, §39
Referred to in §554.7209, 554.7503, 554.13104, 554.13105
2023 Iowa Code › Title XIII - COMMERCE › Chapter 554 - UNIFORM COMMERCIAL CODE › Section 554.13306 - Priority of certain liens arising by operation of law.

554.13306 Priority of certain liens arising by operation of law.
If a person in the ordinary course of the person’s 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 lessor or lessee under the lease contract or this Article 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.
94 Acts, ch 1052, §40
Referred to in §554.13307
2023 Iowa Code › Title XIII - COMMERCE › Chapter 554 - UNIFORM COMMERCIAL CODE › Section 554.13307 - Priority of liens arising by attachment or levy on, security interests in, and other claims to goods.

554.13307 Priority of liens arising by attachment or levy on, security interests in, and other claims to goods.
1. Except as otherwise provided in section 554.13306, a creditor of a lessee takes subject to the lease contract.
2. Except as otherwise provided in subsection 3 and in sections 554.13306 and 554.13308, 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.
3. Except as otherwise provided in sections 554.9317, 554.9321, and 554.9323, a lessee takes a leasehold interest subject to a security interest held by a creditor of the lessor.
94 Acts, ch 1052, §41; 2000 Acts, ch 1149, §158, 187
2023 Iowa Code › Title XIII - COMMERCE › Chapter 554 - UNIFORM COMMERCIAL CODE › Section 554.13308 - Special rights of creditors.

554.13308 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 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.
2. Nothing in this Article 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 Article would constitute the transaction a fraudulent transfer or voidable preference.
3. 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.
94 Acts, ch 1052, §42; 2013 Acts, ch 30, §261
Referred to in §554.7504, 554.13307
2023 Iowa Code › Title XIII - COMMERCE › Chapter 554 - UNIFORM COMMERCIAL CODE › Section 554.13310 - Lessor’s and lessee’s rights when goods become accessions.

554.13310 Lessor’s and lessee’s rights when goods become accessions.
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 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 4 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.
4. The interest of a lessor or a lessee under a lease contract described in subsection 2 or 3 is subordinate to the interest of
a. 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
b. 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.
5. When under subsections 2 or 3 and 4 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 Article, or if necessary to enforce the lessor’s or lessee’s other rights and remedies under this Article, remove the goods from the whole, free and clear of all interests in the whole, but the lessor or lessee 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.
94 Acts, ch 1052, §44; 2013 Acts, ch 30, §261
Referred to in §554.13103