reglab/statecodes huggingface dataset:
2023 New York Laws › UCC - Uniform Commercial Code › Article 2 - Sales › Part 6 - Breach, Repudiation and Excuse › 2-609 - Right to Adequate Assurance of Performance.

Section 2--609. Right to Adequate Assurance of Performance.
(1)  A  contract for sale imposes an obligation on each party that the
other's expectation of receiving due performance will not  be  impaired.
When  reasonable  grounds  for  insecurity  arise  with  respect  to the
performance of either party the other may  in  writing  demand  adequate
assurance of due performance and until he receives such assurance may if
commercially  reasonable  suspend  any  performance for which he has not
already received the agreed return.
(2) Between merchants the reasonableness of grounds for insecurity and
the adequacy of any assurance offered shall be determined  according  to
commercial standards.
(3)  Acceptance of any improper delivery or payment does not prejudice
the aggrieved party's right  to  demand  adequate  assurance  of  future
performance.
(4)  After  receipt  of a justified demand failure to provide within a
reasonable  time  not  exceeding  thirty  days  such  assurance  of  due
performance  as  is  adequate  under the circumstances of the particular
case is a repudiation of the contract.
2023 New York Laws › UCC - Uniform Commercial Code › Article 2 - Sales › Part 6 - Breach, Repudiation and Excuse › 2-610 - Anticipatory Repudiation.

Section 2--610. Anticipatory Repudiation.
When   either   party  repudiates  the  contract  with  respect  to  a
performance not yet due the loss of which will substantially impair  the
value of the contract to the other, the aggrieved party may
(a)  for  a  commercially  reasonable  time  await  performance by the
repudiating party; or
(b) resort to  any  remedy  for  breach  (Section  2--703  or  Section
2--711), even though he has notified the repudiating party that he would
await the latter's performance and has urged retraction; and
(c)  in  either  case  suspend  his  own  performance  or  proceed  in
accordance with the provisions of this Article on the seller's right  to
identify  goods  to  the  contract  notwithstanding breach or to salvage
unfinished goods (Section 2--704).
2023 New York Laws › UCC - Uniform Commercial Code › Article 2 - Sales › Part 6 - Breach, Repudiation and Excuse › 2-611 - Retraction of Anticipatory Repudiation.

Section 2--611. Retraction of Anticipatory Repudiation.
(1)  Until  the  repudiating  party's  next  performance is due he can
retract his  repudiation  unless  the  aggrieved  party  has  since  the
repudiation  cancelled  or  materially changed his position or otherwise
indicated that he considers the repudiation final.
(2) Retraction may be by any method which  clearly  indicates  to  the
aggrieved  party that the repudiating party intends to perform, but must
include any assurance justifiably demanded under the provisions of  this
Article (Section 2--609).
(3)  Retraction  reinstates  the  repudiating party's rights under the
contract with due excuse and allowance to the aggrieved  party  for  any
delay occasioned by the repudiation.
2023 New York Laws › UCC - Uniform Commercial Code › Article 2 - Sales › Part 6 - Breach, Repudiation and Excuse › 2-612 - "Installment Contract"; Breach.

Section 2--612. "Installment Contract"; Breach.
(1)  An "installment contract" is one which requires or authorizes the
delivery of goods in separate  lots  to  be  separately  accepted,  even
though  the  contract  contains  a  clause  "each delivery is a separate
contract" or its equivalent.
(2) The buyer may reject any installment which  is  non-conforming  if
the  non-conformity  substantially impairs the value of that installment
and cannot be cured or if the non-conformity is a defect in the required
documents; but if the non-conformity does not fall within subsection (3)
and the seller gives adequate assurance  of  its  cure  the  buyer  must
accept that installment.
(3)  Whenever  non-conformity  or  default with respect to one or more
installments substantially impairs the value of the whole contract there
is a breach of  the  whole.  But  the  aggrieved  party  reinstates  the
contract  if  he accepts a non-conforming installment without seasonably
notifying of cancellation or if he brings an action with respect only to
past installments or demands performance as to future installments.
2023 New York Laws › UCC - Uniform Commercial Code › Article 2 - Sales › Part 6 - Breach, Repudiation and Excuse › 2-613 - Casualty to Identified Goods.

Section 2--613. Casualty to Identified Goods.
Where  the contract requires for its performance goods identified when
the contract is made, and the goods suffer  casualty  without  fault  of
either party before the risk of loss passes to the buyer, or in a proper
case under a "no arrival, no sale" term (Section 2--324) then
(a) if the loss is total the contract is avoided; and
(b)  if  the  loss  is partial or the goods have so deteriorated as no
longer to conform to the contract  the  buyer  may  nevertheless  demand
inspection  and  at  his  option either treat the contract as avoided or
accept the goods with due allowance from  the  contract  price  for  the
deterioration  or  the  deficiency in quantity but without further right
against the seller.
2023 New York Laws › UCC - Uniform Commercial Code › Article 2 - Sales › Part 6 - Breach, Repudiation and Excuse › 2-614 - Substituted Performance.

Section 2--614. Substituted Performance.
(1)  Where without fault of either party the agreed berthing, loading,
or unloading facilities fail  or  an  agreed  type  of  carrier  becomes
unavailable   or   the  agreed  manner  of  delivery  otherwise  becomes
commercially impracticable but a commercially reasonable  substitute  is
available, such substitute performance must be tendered and accepted.
(2) If the agreed means or manner of payment fails because of domestic
or  foreign  governmental  regulation,  the  seller may withhold or stop
delivery unless the buyer provides a means or manner of payment which is
commercially a substantial equivalent.  If  delivery  has  already  been
taken,  payment by the means or in the manner provided by the regulation
discharges   the   buyer's   obligation   unless   the   regulation   is
discriminatory, oppressive or predatory.
2023 New York Laws › UCC - Uniform Commercial Code › Article 2 - Sales › Part 6 - Breach, Repudiation and Excuse › 2-615 - Excuse by Failure of Presupposed Conditions.

Section 2--615. Excuse by Failure of Presupposed Conditions.
Except  so  far  as a seller may have assumed a greater obligation and
subject to the preceding section on substituted performance:
(a) Delay in delivery or non-delivery in whole or in part by a  seller
who  complies  with  paragraphs  (b) and (c) is not a breach of his duty
under a contract for  sale  if  performance  as  agreed  has  been  made
impracticable  by  the occurrence of a contingency the non-occurrence of
which was a basic assumption on  which  the  contract  was  made  or  by
compliance  in  good  faith  with  any  applicable  foreign  or domestic
governmental regulation or order whether or not it later  proves  to  be
invalid.
(b)  Where the causes mentioned in paragraph (a) affect only a part of
the seller's capacity  to  perform,  he  must  allocate  production  and
deliveries  among  his  customers  but may at his option include regular
customers not then under contract as well as his  own  requirements  for
further  manufacture. He may so allocate in any manner which is fair and
reasonable.
(c) The seller must notify the buyer seasonably  that  there  will  be
delay  or  non-delivery and, when allocation is required under paragraph
(b), of the estimated quota thus made available for the buyer.
2023 New York Laws › UCC - Uniform Commercial Code › Article 2 - Sales › Part 6 - Breach, Repudiation and Excuse › 2-616 - Procedure on Notice Claiming Excuse.

Section 2--616. Procedure on Notice Claiming Excuse.
(1)  Where the buyer receives notification of a material or indefinite
delay or an allocation justified under the preceding section he  may  by
written  notification  to  the  seller as to any delivery concerned, and
where the prospective deficiency substantially impairs the value of  the
whole  contract  under the provisions of this Article relating to breach
of installment contracts (Section 2--612), then also as to the whole,
(a) terminate and thereby discharge any unexecuted portion of the
contract; or
(b) modify the contract by agreeing to take his  available  quota
in substitution.
(2)  If  after  receipt of such notification from the seller the buyer
fails so to modify the contract within a reasonable time  not  exceeding
thirty days the contract lapses with respect to any deliveries affected.
(3)  The  provisions  of  this section may not be negated by agreement
except in so far as the seller has assumed a  greater  obligation  under
the preceding section.
2023 New York Laws › UCC - Uniform Commercial Code › Article 2 - Sales › Part 7 - Remedies › 2-701 - Remedies for Breach of Collateral Contracts Not Impaired.

Section 2--701. Remedies   for   Breach   of  Collateral  Contracts  Not
Impaired.
Remedies for  breach  of  any  obligation  or  promise  collateral  or
  ancillary  to  a contract for sale are not impaired by the provisions of
  this Article.
2023 New York Laws › UCC - Uniform Commercial Code › Article 2 - Sales › Part 7 - Remedies › 2-702 - Seller's Remedies on Discovery of Buyer's Insolvency.

Section 2--702. Seller's Remedies on Discovery of Buyer's Insolvency.
(1) Where the seller discovers the buyer to be insolvent he may refuse
delivery  except  for  cash  including payment for all goods theretofore
delivered under the contract,  and  stop  delivery  under  this  Article
(Section 2--705).
(2)  Where  the  seller discovers that the buyer has received goods on
credit while insolvent he may reclaim the goods upon demand made  within
ten  days  after  the  receipt, but if misrepresentation of solvency has
been made to the particular seller in writing within three months before
delivery the ten day limitation does not apply. Except  as  provided  in
this  subsection the seller may not base a right to reclaim goods on the
buyer's fraudulent or  innocent  misrepresentation  of  solvency  or  of
intent to pay.
(3)  The  seller's right to reclaim under subsection (2) is subject to
the rights of a buyer in ordinary course or other good  faith  purchaser
under  this  Article  (Section  2--403). Successful reclamation of goods
excludes all other remedies with respect to them.
2023 New York Laws › UCC - Uniform Commercial Code › Article 2 - Sales › Part 7 - Remedies › 2-703 - Seller's Remedies in General.

Section 2--703. Seller's Remedies in General.
Where  the  buyer wrongfully rejects or revokes acceptance of goods or
fails to make a payment due on or before  delivery  or  repudiates  with
respect  to a part or the whole, then with respect to any goods directly
affected and, if the breach is of the whole contract  (Section  2--612),
then  also  with respect to the whole undelivered balance, the aggrieved
seller may
(a) withhold delivery of such goods;
(b) stop  delivery  by  any  bailee  as  hereafter  provided  (Section
2--705);
(c) proceed under the next section respecting goods still unidentified
to the contract;
(d)   resell  and  recover  damages  as  hereafter  provided  (Section
2--706);
(e) recover damages for non-acceptance (Section 2--708) or in a proper
case the price (Section 2--709);
(f) cancel.
2023 New York Laws › UCC - Uniform Commercial Code › Article 2 - Sales › Part 7 - Remedies › 2-704 - Seller's Right to Identify Goods to the Contract Notwithstanding Breach or to Salvage Unfinished Goods.

Section 2--704. Seller's   Right  to  Identify  Goods  to  the  Contract
Notwithstanding Breach or to Salvage Unfinished Goods.
(1) An aggrieved seller under the preceding section may
(a) identify  to  the  contract  conforming  goods  not   already
identified  if  at the time he learned of the breach they are
in his possession or control;
(b) treat as the subject of resale goods which have  demonstrably
been  intended  for the particular contract even though those
goods are unfinished.
(2) Where the goods are unfinished an  aggrieved  seller  may  in  the
exercise  of reasonable commercial judgment for the purposes of avoiding
loss and of effective realization either complete  the  manufacture  and
wholly  identify  the  goods  to  the  contract or cease manufacture and
resell for scrap or salvage value or proceed  in  any  other  reasonable
manner.
2023 New York Laws › UCC - Uniform Commercial Code › Article 2 - Sales › Part 7 - Remedies › 2-705 - Seller's Stoppage of Delivery in Transit or Otherwise.

Section 2--705. Seller's Stoppage of Delivery in Transit or Otherwise.
(1)  The  seller  may  stop  delivery  of goods in the possession of a
carrier or other bailee when he discovers  the  buyer  to  be  insolvent
(Section  2--702) and may stop delivery of carload, truckload, planeload
or larger shipments of express or freight when the buyer  repudiates  or
fails  to  make a payment due before delivery or if for any other reason
the seller has a right to withhold or reclaim the goods.
(2) As against such buyer the seller may stop delivery until
(a) receipt of the goods by the buyer; or
(b) acknowledgment to the buyer by any bailee of the goods except
a carrier that the bailee holds the goods for the buyer; or
(c) such acknowledgment to the buyer by a carrier  by  reshipment
or as a warehouse; or
(d)  negotiation to the buyer of any negotiable document of title
covering the goods.
(3)  (a) To stop delivery the seller must so notify as to  enable  the
bailee  by  reasonable  diligence  to prevent delivery of the
goods.
(b) After such notification the bailee must hold and deliver  the
goods  according  to  the  directions  of  the seller but the
seller is liable to the bailee for  any  ensuing  charges  or
damages.
(c)  If  a negotiable document of title has been issued for goods
the bailee is not obliged to  obey  a  notification  to  stop
until surrender of possession or control of the document.
(d) A  carrier  who has issued a non-negotiable bill of lading is
not obliged to obey a notification to stop  received  from  a
person other than the consignor.
2023 New York Laws › UCC - Uniform Commercial Code › Article 2 - Sales › Part 7 - Remedies › 2-706 - Seller's Resale Including Contract for Resale.

Section 2--706. Seller's Resale Including Contract for Resale.
(1)  Under  the  conditions  stated  in  Section  2--703  on  seller's
remedies, the seller may resell the goods concerned or  the  undelivered
balance  thereof.  Where  the  resale  is  made  in  good faith and in a
commercially reasonable manner the seller  may  recover  the  difference
between  the  resale  price  and  the  contract  price together with any
incidental damages allowed under the provisions of this Article (Section
2--710), but less expenses saved in consequence of the buyer's breach.
(2) Except as otherwise provided in subsection (3) or unless otherwise
agreed resale may be at public or private sale including sale by way  of
one  or  more  contracts  to  sell  or  of identification to an existing
contract of the seller. Sale may be as a unit or in parcels and  at  any
time  and  place and on any terms but every aspect of the sale including
the  method,  manner,  time,  place  and  terms  must  be   commercially
reasonable. The resale must be reasonably identified as referring to the
broken  contract, but it is not necessary that the goods be in existence
or that any or all of them have been identified to the  contract  before
the breach.
(3) Where the resale is at private sale the seller must give the buyer
reasonable notification of his intention to resell.
(4) Where the resale is at public sale
(a) only  identified  goods  can  be sold except where there is a
recognized market for a public sale of futures  in  goods  of
the kind; and
(b) it must be made at a usual place or market for public sale if
one  is  reasonably available and except in the case of goods
which are perishable or threaten to decline in value speedily
the seller must give the buyer reasonable notice of the  time
and place of the resale; and
(c) if the goods are not to be within the view of those attending
the  sale the notification of sale must state the place where
the goods  are  located  and  provide  for  their  reasonable
inspection by prospective bidders; and
(d) the seller may buy.
(5)  A  purchaser  who  buys in good faith at a resale takes the goods
free of any rights of the original buyer even though the seller fails to
comply with one or more of the requirements of this section.
(6) The seller is not accountable to the buyer for any profit made  on
any  resale.  A person in the position of a seller (Section 2--707) or a
buyer who has rightfully rejected or justifiably revoked acceptance must
account for any excess over the amount  of  his  security  interest,  as
hereinafter defined (subsection (3) of Section 2--711).
2023 New York Laws › UCC - Uniform Commercial Code › Article 2 - Sales › Part 7 - Remedies › 2-707 - "Person in the Position of a Seller".

Section 2--707. "Person in the Position of a Seller".
(1)  A  "person  in  the  position  of a seller" includes as against a
principal an agent who has paid or become responsible for the  price  of
goods  on  behalf  of  his  principal  or  anyone  who otherwise holds a
security interest or other right in goods similar to that of a seller.
(2) A person in the position of a  seller  may  as  provided  in  this
Article  withhold  or stop delivery (Section 2--705) and resell (Section
2--706) and recover incidental damages (Section 2--710).
2023 New York Laws › UCC - Uniform Commercial Code › Article 2 - Sales › Part 7 - Remedies › 2-708 - Seller's Damages for Non-Acceptance or Repudiation.

Section 2--708. Seller's Damages for Non-acceptance or Repudiation.
(1)  Subject  to  subsection (2) and to the provisions of this Article
with respect to proof of market price (Section 2--723), the  measure  of
damages for non-acceptance or repudiation by the buyer is the difference
between the market price at the time and place for tender and the unpaid
contract  price  together  with  any incidental damages provided in this
Article (Section 2--710), but less expenses saved in consequence of  the
buyer's breach.
(2) If the measure of damages provided in subsection (1) is inadequate
to  put  the seller in as good a position as performance would have done
then  the  measure  of  damages  is  the  profit  (including  reasonable
overhead)  which the seller would have made from full performance by the
buyer, together with any incidental damages  provided  in  this  Article
(Section  2--710),  due  allowance for costs reasonably incurred and due
credit for payments or proceeds of resale.
2023 New York Laws › UCC - Uniform Commercial Code › Article 2 - Sales › Part 7 - Remedies › 2-709 - Action for the Price.

Section 2--709. Action for the Price.
(1) When the buyer fails to pay the price as it becomes due the seller
may  recover,  together  with  any  incidental  damages  under  the next
section, the price
(a) of goods accepted or of  conforming  goods  lost  or  damaged
within  a  commercially  reasonable  time after risk of their
loss has passed to the buyer; and
(b) of goods identified to the contract if the seller  is  unable
after  reasonable effort to resell them at a reasonable price
or the circumstances reasonably  indicate  that  such  effort
will be unavailing.
(2) Where the seller sues for the price he must hold for the buyer any
goods  which  have  been identified to the contract and are still in his
control except that if resale becomes possible he may resell them at any
time prior to the collection of the judgment. The net  proceeds  of  any
such  resale  must  be credited to the buyer and payment of the judgment
entitles him to any goods not resold.
(3) After the buyer has wrongfully rejected or revoked  acceptance  of
the goods or has failed to make a payment due or has repudiated (Section
2--610),  a  seller  who  is  held  not entitled to the price under this
section shall nevertheless be awarded damages for  non-acceptance  under
the preceding section.
2023 New York Laws › UCC - Uniform Commercial Code › Article 2 - Sales › Part 7 - Remedies › 2-710 - Seller's Incidental Damages.

Section 2--710. Seller's Incidental Damages.
Incidental  damages  to  an  aggrieved seller include any commercially
  reasonable  charges,  expenses  or  commissions  incurred  in   stopping
  delivery,  in  the  transportation,  care and custody of goods after the
  buyer's breach, in connection with return or  resale  of  the  goods  or
  otherwise resulting from the breach.
2023 New York Laws › UCC - Uniform Commercial Code › Article 2 - Sales › Part 7 - Remedies › 2-711 - Buyer's Remedies in General; Buyer's Security Interest in Rejected Goods.

Section 2--711. Buyer's  Remedies  in General; Buyer's Security Interest
in Rejected Goods.
(1) Where the seller fails to make delivery or repudiates or the buyer
rightfully rejects or justifiably revokes acceptance then  with  respect
to  any goods involved, and with respect to the whole if the breach goes
to the whole contract (Section 2--612), the buyer may cancel and whether
or not he has done so may in addition to recovering so much of the price
as has been paid
(a) "cover" and have damages under the next section as to all the
goods affected whether or not they have  been  identified  to
the contract; or
(b) recover  damages for non-delivery as provided in this Article
Section 2--713).
(2) Where the seller fails to deliver or repudiates the buyer may also
(a) if the goods have been identified recover them as provided in
this Article (Section 2--502); or
(b) in a proper case obtain specific performance or  replevy  the
goods as provided in this Article (Section 2--716).
(3)  On  rightful  rejection or justifiable revocation of acceptance a
buyer has a security interest in goods in his possession or control  for
any payments made on their price and any expenses reasonably incurred in
their inspection, receipt, transportation, care and custody and may hold
such  goods  and  resell  them  in  like  manner  as an aggrieved seller
(Section 2--706).
2023 New York Laws › UCC - Uniform Commercial Code › Article 2 - Sales › Part 7 - Remedies › 2-712 - "Cover"; Buyer's Procurement of Substitute Goods.

Section 2--712. "Cover"; Buyer's Procurement of Substitute Goods.
(1)  After a breach within the preceding section the buyer may "cover"
by making in good faith and without unreasonable  delay  any  reasonable
purchase  of or contract to purchase goods in substitution for those due
from the seller.
(2) The buyer may recover from the seller as  damages  the  difference
between  the  cost  of  cover  and  the contract price together with any
incidental or consequential  damages  as  hereinafter  defined  (Section
2--715), but less expenses saved in consequence of the seller's breach.
(3)  Failure of the buyer to effect cover within this section does not
bar him from any other remedy.
2023 New York Laws › UCC - Uniform Commercial Code › Article 2 - Sales › Part 7 - Remedies › 2-713 - Buyer's Damages for Non-Delivery or Repudiation.

Section 2--713. Buyer's Damages for Non-Delivery or Repudiation.
(1) Subject to the provisions of this Article with respect to proof of
market  price  (Section 2--723), the measure of damages for non-delivery
or repudiation by the seller is the difference between the market  price
at  the time when the buyer learned of the breach and the contract price
together with any incidental and consequential damages provided in  this
Article  (Section 2--715), but less expenses saved in consequence of the
seller's breach.
(2) Market price is to be determined as of the place for tender or, in
cases of rejection after arrival or revocation of acceptance, as of  the
place of arrival.
2023 New York Laws › UCC - Uniform Commercial Code › Article 2 - Sales › Part 7 - Remedies › 2-714 - Buyer's Damages for Breach in Regard to Accepted Goods.

Section 2--714. Buyer's Damages for Breach in Regard to Accepted Goods.
(1)  Where  the  buyer  has  accepted  goods  and  given  notification
(subsection (3) of Section 2--607) he may recover  as  damages  for  any
non-conformity  of  tender  the loss resulting in the ordinary course of
events from the seller's breach as determined in  any  manner  which  is
reasonable.
(2) The measure of damages for breach of warranty is the difference at
the time and place of acceptance between the value of the goods accepted
and  the value they would have had if they had been as warranted, unless
special circumstances show proximate damages of a different amount.
(3) In a proper case any incidental and  consequential  damages  under
the next section may also be recovered.
2023 New York Laws › UCC - Uniform Commercial Code › Article 2 - Sales › Part 7 - Remedies › 2-715 - Buyer's Incidental and Consequential Damages.

Section 2--715. Buyer's Incidental and Consequential Damages.
(1)  Incidental  damages  resulting  from  the seller's breach include
expenses reasonably incurred in inspection, receipt, transportation  and
care   and  custody  of  goods  rightfully  rejected,  any  commercially
reasonable charges, expenses or commissions in connection with effecting
cover and any other reasonable expense incident to the  delay  or  other
breach.
(2) Consequential damages resulting from the seller's breach include
(a) 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
(b) injury  to  person or property proximately resulting from any
breach of warranty.
2023 New York Laws › UCC - Uniform Commercial Code › Article 2 - Sales › Part 7 - Remedies › 2-716 - Buyer's Right to Specific Performance or Replevin.

Section 2--716. Buyer's Right to Specific Performance or Replevin.
(1)  Specific performance may be decreed where the goods are unique or
in other proper circumstances.
(2) The decree for specific performance may  include  such  terms  and
conditions  as  to payment of the price, damages, or other relief as the
court may deem just.
(3) 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  upon  acquisition  of  a
special  property,  even if the seller had not then repudiated or failed
to deliver.
2023 New York Laws › UCC - Uniform Commercial Code › Article 2 - Sales › Part 7 - Remedies › 2-717 - Deduction of Damages From the Price.

Section 2--717. Deduction of Damages From the Price.
The buyer on notifying the seller of his intention to do so may deduct
  all or any part of the damages resulting from any breach of the contract
  from any part of the price still due under the same contract.
2023 New York Laws › UCC - Uniform Commercial Code › Article 2 - Sales › Part 7 - Remedies › 2-718 - Liquidation or Limitation of Damages; Deposits.

Section 2--718. Liquidation or Limitation of Damages; Deposits.
(1)  Damages  for  breach  by  either  party  may be liquidated in the
agreement but only at an amount which is reasonable in the light of  the
anticipated  or  actual  harm  caused by the breach, the difficulties of
proof of loss, and the  inconvenience  or  nonfeasibility  of  otherwise
obtaining   an   adequate  remedy.  A  term  fixing  unreasonably  large
liquidated damages is void as a penalty.
(2) 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
(a) the amount to which the seller is entitled by virtue of terms
liquidating  the  seller's   damages   in   accordance   with
subsection (1), or
(b) 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 $500, whichever is smaller.
(3) The buyer's right to restitution under subsection (2)  is  subject
to offset to the extent that the seller establishes
(a) a  right  to  recover  damages  under  the provisions of this
Article other than subsection (1), and
(b) the amount or value of any benefits  received  by  the  buyer
directly or indirectly by reason of the contract.
(4)  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  (2);  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 Article on resale
by an aggrieved seller (Section 2--706).
2023 New York Laws › UCC - Uniform Commercial Code › Article 2 - Sales › Part 7 - Remedies › 2-719 - Contractual Modification or Limitation of Remedy.

Section 2--719. Contractual Modification or Limitation of Remedy.
(1)  Subject  to  the  provisions  of  subsections (2) and (3) of this
section and of the preceding section on liquidation  and  limitation  of
damages,
(a) the  agreement  may provide for remedies in addition to or in
substitution for those provided in this Article and may limit
or alter  the  measure  of  damages  recoverable  under  this
Article, 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
(b) 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.
(2)  Where  circumstances cause an exclusive or limited remedy to fail
of its essential purpose, remedy may be had as provided in this Act.
(3) 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 New York Laws › UCC - Uniform Commercial Code › Article 2 - Sales › Part 7 - Remedies › 2-720 - Effect of "Cancellation" or "Rescission" on Claims for Antecedent Breach.

Section 2--720. Effect  of  "Cancellation" or "Rescission" on Claims for
Antecedent Breach.
Unless  the  contrary  intention  clearly  appears,   expressions   of
  "cancellation"  or "rescission" of the contract or the like shall not be
  construed as a renunciation or discharge of any claim in damages for  an
  antecedent breach.
2023 New York Laws › UCC - Uniform Commercial Code › Article 2 - Sales › Part 7 - Remedies › 2-721 - Remedies for Fraud.

Section 2--721. Remedies for Fraud.
Remedies  for material misrepresentation or fraud include all remedies
  available  under  this  Article  for  non-fraudulent   breach.   Neither
  rescission  or  a  claim  for  rescission  of  the contract for sale nor
  rejection or return of the goods shall bar  or  be  deemed  inconsistent
  with a claim for damages or other remedy.
2023 New York Laws › UCC - Uniform Commercial Code › Article 2 - Sales › Part 7 - Remedies › 2-722 - Who Can Sue Third Parties for Injury to Goods.

Section 2--722. Who Can Sue Third Parties for Injury to Goods.
Where  a third party so deals with goods which have been identified to
a contract for sale as to cause actionable injury to  a  party  to  that
contract
(a)  a  right  of action against the third party is in either party to
the 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;
(b)  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;
(c) either party may with the consent of the other sue for the benefit
of whom it may concern.
2023 New York Laws › UCC - Uniform Commercial Code › Article 2 - Sales › Part 7 - Remedies › 2-723 - Proof of Market Price: Time and Place.

Section 2--723. Proof of Market Price: Time and Place.
(1)  If  an  action  based  on anticipatory repudiation comes to trial
before the time for performance with respect  to  some  or  all  of  the
goods,  any  damages  based  on  market price (Section 2--708 or Section
2--713) shall be  determined  according  to  the  price  of  such  goods
prevailing  at  the  time  when  the  aggrieved  party  learned  of  the
repudiation.
(2) If evidence of a price prevailing at the times or places described
in this Article 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.
(3)  Evidence  of a relevant price prevailing at a time or place other
than the one described in this Article  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 New York Laws › UCC - Uniform Commercial Code › Article 2 - Sales › Part 7 - Remedies › 2-724 - Admissibility of Market Quotations.

Section 2--724. Admissibility of Market Quotations.
Whenever  the  prevailing price or value of any goods regularly bought
  and sold in any established commodity market is  in  issue,  reports  in
  official  publications or trade journals or in newspapers or periodicals
  of general circulation 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 New York Laws › UCC - Uniform Commercial Code › Article 2 - Sales › Part 7 - Remedies › 2-725 - Statute of Limitations in Contracts for Sale.

Section 2--725. Statute of Limitations in Contracts for Sale.
(1)  An  action  for breach of any contract for sale must be commenced
within four years after the cause of action has accrued. By the original
agreement the parties may reduce the period of limitation  to  not  less
than one year but may not extend it.
(2)  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.
(3)  Where  an  action commenced within the time limited by subsection
(1) 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.
(4)  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 this Act becomes effective.
2023 New York Laws › UCC - Uniform Commercial Code › Article 2-A - Leases › Part 1 - General Provisions › 2-A-104 - Leases Subject to Other Law.

Section 2-A-104. Leases Subject to Other Law.
(1)  A lease, although subject to this Article, is also subject to any
applicable:
(a) certificate of title statute of this state;
(b) certificate of title statute of another jurisdiction (Section
2-A-105); or
(c) consumer protection law of this state,  both  decisional  and
statutory.
(2)  In  case  of  conflict  between this Article, other than Sections
2-A-105, 2-A-304(3), and  2-A-305(3),  and  a  statute  referred  to  in
subsection (1), the statute controls. Decisional consumer protection law
may supplement the application of provisions of this Article.
(3)  Failure  to  comply  with  an  applicable law has only the effect
specified therein.
2023 New York Laws › UCC - Uniform Commercial Code › Article 2-A - Leases › Part 1 - General Provisions › 2-A-105 - Territorial Application of Article to Goods Covered by Certificate of Title.

Section 2-A-105. Territorial  Application of Article to Goods Covered by
Certificate of Title.
Subject to the provisions of Sections 2-A-304(3) and 2-A-305(3),  with
  respect  to  goods  covered  by  a  certificate  of title issued under a
  statute of this state or of another  jurisdiction,  compliance  and  the
  effect  of  compliance  or  noncompliance  with  a  certificate of title
  statute are governed by the law (including the conflict of  laws  rules)
  of  the  jurisdiction  issuing  the certificate until the earlier of (a)
  surrender of the certificate, or (b) four months  after  the  goods  are
  removed from that jurisdiction and thereafter until a new certificate of
  title is issued by another jurisdiction.
2023 New York Laws › UCC - Uniform Commercial Code › Article 2-A - Leases › Part 1 - General Provisions › 2-A-106 - Limitation on Power of Parties to Consumer Lease to Choose Applicable Law and Judicial Forum.

Section 2-A-106. Limitation  on  Power  of  Parties to Consumer Lease to
Choose Applicable Law and Judicial Forum.
(1) If the law chosen by the parties to a consumer lease is that of  a
jurisdiction  other  than  a jurisdiction in which the lessee resides at
the time the lease agreement becomes 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.
2023 New York Laws › UCC - Uniform Commercial Code › Article 2-A - Leases › Part 1 - General Provisions › 2-A-107 - Waiver or Renunciation of Claim or Right After Default.

Section 2-A-107. Waiver or Renunciation of Claim or Right After Default.
Any  claim  or  right  arising  out of an alleged default or breach of
  warranty may be discharged in whole or in part without consideration  by
  a  written  waiver or renunciation signed and delivered by the aggrieved
  party.
2023 New York Laws › UCC - Uniform Commercial Code › Article 2-A - Leases › Part 1 - General Provisions › 2-A-108 - Unconscionability.

Section 2-A-108. Unconscionability.
(1)  If  the  court  as  a matter of law finds a lease contract or any
clause of a lease contract to have been unconscionable at  the  time  it
was  made  the court may refuse to enforce the lease contract, or it may
enforce the remainder of the lease contract 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) in  determining  attorney's  fees,  the amount of recovery on
behalf of the claimant under subsections (1) and (2)  is  not
controlling.
2023 New York Laws › UCC - Uniform Commercial Code › Article 2-A - Leases › Part 1 - General Provisions › 2-A-109 - Option to Accelerate at Will.

Section 2-A-109. Option to Accelerate at Will.
(1)  A  term  providing  that  one  party  or  his or her successor in
interest may accelerate payment or performance or require collateral  or
additional  collateral  "at  will"  or  "when he or she deems himself or
herself insecure" or in words of similar import  must  be  construed  to
mean  that  he or she has power to do so only if he or she 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.
2023 New York Laws › UCC - Uniform Commercial Code › Article 2-A - Leases › Part 2 - Formation and Construction of Lease Contract › 2-A-201 - Statute of Frauds.

Section 2-A-201. Statute of Frauds.
(1)  A  lease  contract is not enforceable by way of action or defense
unless:
(a) the total payments to  be  made  under  the  lease  contract,
excluding payments for options to renew or buy, are less than
$1,000; or
(b) there  is  a  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)(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)(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.
(6) A lease contract enforceable  under  this  section  shall  not  be
rendered  unenforceable by the operation of New York General Obligations
Law Section 5-701.
2023 New York Laws › UCC - Uniform Commercial Code › Article 2-A - Leases › Part 2 - Formation and Construction of Lease Contract › 2-A-202 - Final Written Expression: Parol or Extrinsic Evidence.

Section 2-A-202. 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:
(a) by  course  of  dealing  or  usage  of  trade or by course of
performance; and
(b) 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 New York Laws › UCC - Uniform Commercial Code › Article 2-A - Leases › Part 2 - Formation and Construction of Lease Contract › 2-A-203 - Seals Inoperative.

Section 2-A-203. Seals Inoperative.
The  affixing of a seal to a writing evidencing a lease contract or an
  offer to enter into a lease contract  does  not  render  the  writing  a
  sealed  instrument  and  the law with respect to sealed instruments does
  not apply to the lease contract or offer.
2023 New York Laws › UCC - Uniform Commercial Code › Article 2-A - Leases › Part 2 - Formation and Construction of Lease Contract › 2-A-204 - Formation in General.

Section 2-A-204. Formation in General.
(1)  A  lease  contract  may  be made in any manner sufficient to show
agreement, including  conduct  by  both  parties  which  recognizes  the
existence of a lease contract.
(2)  An  agreement  sufficient  to  constitute a lease contract may be
found although the 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.
2023 New York Laws › UCC - Uniform Commercial Code › Article 2-A - Leases › Part 2 - Formation and Construction of Lease Contract › 2-A-205 - Firm Offers.

Section 2-A-205. Firm Offers.
An  offer  by a merchant to lease goods to or from another person in a
  signed writing that by its terms gives assurance 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 New York Laws › UCC - Uniform Commercial Code › Article 2-A - Leases › Part 2 - Formation and Construction of Lease Contract › 2-A-206 - Offer and Acceptance in Formation of Lease Contract.

Section 2-A-206. Offer and Acceptance in Formation of Lease Contract.
(1)  Unless  otherwise  unambiguously  indicated  by  the  language or
circumstances, an offer to make a lease contract must  be  construed  as
inviting  acceptance  in  any manner and by any medium reasonable in the
circumstances.
(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.