reglab/statecodes huggingface dataset:
2023 New York Laws › UCC - Uniform Commercial Code › Article 2-A - Leases › Part 5 - Default › 2-A-508 - Lessee's Rememdies.

Section 2-A-508. Lessee's Remedies.
(1)  If a lessor fails to deliver the goods in conformity to the lease
contract (Section 2-A-509) or repudiates  the  lease  contract  (Section
2-A-402),  or a lessee rightfully rejects the goods (Section 2-A-509) or
justifiably revokes acceptance of the goods (Section 2-A-517), then with
respect to any goods involved, and with respect to all of the  goods  if
under  an  installment  lease  contract  the  value  of  the whole lease
contract is substantially impaired (Section 2-A-510), the lessor  is  in
default under the lease contract and the lessee may:
(a) cancel the lease contract (Section 2-A-505 (1));
(b) recover  so  much of the rent and security as has been paid and is
just under the circumstances;
(c) cover and recover damages as to all goods affected whether or  not
they  have  been  identified to the lease contract (Sections 2-A-518 and
2-A-520), or recover  damages  for  nondelivery  (Sections  2-A-519  and
2-A-520);
(d) exercise any other rights or pursue any other remedies provided in
the lease contract.
(2)  If a lessor fails to deliver the goods in conformity to the lease
contract or repudiates the lease contract, the lessee may also:
(a) if the goods have been identified, recover them (Section 2-A-522);
or
(b) in a proper case, obtain specific performance or replevy the goods
(Section 2-A-521).
(3) If a lessor is otherwise in default under a  lease  contract,  the
lessee  may  exercise the rights and pursue the remedies provided in the
lease contract, which may include a right to cancel the  lease,  and  in
Section 2-A-519(3).
(4)  If  a lessor has breached a warranty, whether express or implied,
the lessee may recover damages (Section 2-A-519(4)).
(5) On rightful rejection or justifiable revocation of  acceptance,  a
lessee  has  a  security interest in goods in the lessee's possession or
control for any rent and security interest that has been  paid  and  any
expenses    reasonably    incurred   in   their   inspection,   receipt,
transportation, and care and  custody  and  may  hold  those  goods  and
dispose  of  them in good faith and in a commercially reasonable manner,
subject to Section 2-A-527(5).
(6) Subject to  the  provisions  of  Section  2-A-407,  a  lessee,  on
notifying  the lessor of the lessee's intention to do so, may deduct all
or any part of the damages resulting from any default  under  the  lease
contract  from  any  part  of  the  rent  still due under the same lease
contract.
2023 New York Laws › UCC - Uniform Commercial Code › Article 2-A - Leases › Part 5 - Default › 2-A-509 - Lessee's Rights on Improper Delivery: Rightful Rejection.

Section 2-A-509. Lessee's   Rights   on   Improper   Delivery:  Rightful
Rejection.
(1) Subject to  the  provisions  of  Section  2-A-510  on  default  in
installment lease contracts, if the goods or the tender or delivery fail
in  any  respect to conform to the lease contract, the lessee may reject
or accept the goods or accept any commercial unit or  units  and  reject
the rest of the goods.
(2) Rejection of goods is ineffective unless it is within a reasonable
time  after  tender  or  delivery of the goods and the lessee seasonably
notifies the lessor.
2023 New York Laws › UCC - Uniform Commercial Code › Article 2-A - Leases › Part 5 - Default › 2-A-510 - Installment Lease Contracts: Rejection and Default.

Section 2-A-510. Installment Lease Contracts: Rejection and Default.
(1)  Under  an  installment  lease  contract  a  lessee may reject any
delivery  that  is  nonconforming  if  the  nonconformity  substantially
impairs  the  value  of  that  delivery  and  cannot  be  cured  or  the
nonconformity is  a  defect  in  the  required  documents;  but  if  the
nonconformity  does not fall within subsection (2) and the lessor or the
supplier gives adequate assurance of its cure, the  lessee  must  accept
that delivery.
(2)  Whenever  nonconformity  or  default  with respect to one or more
deliveries substantially impairs the  value  of  the  installment  lease
contract  as  a whole there is a default with respect to the whole. But,
the aggrieved party reinstates the installment lease contract as a whole
if  the  aggrieved  party  accepts  a  nonconforming  delivery   without
seasonably  notifying  of  cancellation or brings an action with respect
only to past deliveries or demands performance as to future deliveries.
2023 New York Laws › UCC - Uniform Commercial Code › Article 2-A - Leases › Part 5 - Default › 2-A-511 - Merchant Lessee's Duties as to Rightfully Rejected Goods.

Section 2-A-511. Merchant  Lessee's  Duties  as  to  Rightfully Rejected
Goods.
(1) Subject to any security interest of a lessee (Section 2-A-508(5)),
if a lessor or a supplier has no agent  or  place  of  business  at  the
market  of rejection, a merchant lessee, after rejection of goods in his
or her possession or control, shall follow any  reasonable  instructions
received  from  the lessor or the supplier with respect to the goods. In
the  absence  of  those  instructions,  a  merchant  lessee  shall  make
reasonable efforts to sell, lease, or otherwise dispose of the goods for
the  lessor's  account  if  they  threaten to decline in value speedily.
Instructions are not reasonable if on demand indemnity for  expenses  is
not forthcoming.
(2) If a merchant lessee (subsection (1)) or any other lessee (Section
2-A-512)  disposes  of  goods,  he  or  she is entitled to reimbursement
either from the lessor or the  supplier  or  out  of  the  proceeds  for
reasonable expenses of caring for and disposing of the goods and, if the
expenses  include  no  disposition  commission, to such commission as is
usual in the trade, or if  there  is  none,  to  a  reasonable  sum  not
exceeding 10 percent of the gross proceeds.
(3)  In  complying with this section or Section 2-A-512, the lessee is
held only to  good  faith.  Good  faith  conduct  hereunder  is  neither
acceptance or conversion nor the basis of an action for damages.
(4)  A purchaser who purchases in good faith from a lessee pursuant to
this section or Section 2-A-512 takes the goods free of  any  rights  of
the  lessor and the supplier even though the lessee fails to comply with
one or more of the requirements of this Article.
2023 New York Laws › UCC - Uniform Commercial Code › Article 2-A - Leases › Part 5 - Default › 2-A-512 - Lessee's Duties as to Rightfully Rejected Goods.

Section 2-A-512. Lessee's Duties as to Rightfully Rejected Goods.
(1)  Except  as otherwise provided with respect to goods that threaten
to decline in value  speedily  (Section  2-A-511)  and  subject  to  any
security interest of a lessee (Section 2-A-508(5)):
(a) the   lessee,  after  rejection  of  goods  in  the  lessee's
possession, shall hold  them  with  reasonable  care  at  the
lessor's  or the supplier's disposition for a reasonable time
after the lessee's seasonable notification of rejection;
(b) if the lessor or the supplier gives no instructions within  a
reasonable  time  after notification of rejection, the lessee
may  store  the  rejected  goods  for  the  lessor's  or  the
supplier's account or ship them to the lessor or the supplier
or dispose of them for the lessor's or the supplier's account
with reimbursement in the manner provided in Section 2-A-511;
but
(c) the  lessee  has  no further obligations with regard to goods
rightfully rejected.
(2) Action by the lessee pursuant to subsection (1) is not  acceptance
or conversion.
2023 New York Laws › UCC - Uniform Commercial Code › Article 2-A - Leases › Part 5 - Default › 2-A-513 - Cure by Lessor of Improper Tender or Delivery; Replacement.

Section 2-A-513. Cure   by   Lessor  of  Improper  Tender  or  Delivery;
Replacement.
(1) If any tender or  delivery  by  the  lessor  or  the  supplier  is
rejected  because nonconforming and the time for performance has not yet
expired, the lessor or the supplier may seasonably notify the lessee  of
the  lessor's  or  the  supplier's intention to cure and may then make a
conforming delivery within the time provided in the lease contract.
(2) If the lessee rejects a nonconforming tender that  the  lessor  or
the  supplier had reasonable grounds to believe would be acceptable with
or without money allowance, the  lessor  or  the  supplier  may  have  a
further  reasonable  time to substitute a conforming tender if he or she
seasonably notifies the lessee.
2023 New York Laws › UCC - Uniform Commercial Code › Article 2-A - Leases › Part 5 - Default › 2-A-514 - Waiver of Lessee's Objections.

Section 2-A-514. Waiver of Lessee's Objections.
(1)  In  rejecting  goods,  a  lessee's  failure to state a particular
defect that is ascertainable  by  reasonable  inspection  precludes  the
lessee  from  relying on the defect to justify rejection or to establish
default:
(a) if, stated seasonably, the lessor or the supplier could  have
cured it (Section 2-A-513); or
(b) between  merchants  if  the  lessor  or  the  supplier  after
rejection has made a request in writing for a full and  final
written statement of all defects on which the lessee proposes
to rely.
(2)  A  lessee's  failure  to reserve rights when paying rent or other
consideration against documents precludes recovery of  the  payment  for
defects apparent on the face of the documents.
2023 New York Laws › UCC - Uniform Commercial Code › Article 2-A - Leases › Part 5 - Default › 2-A-515 - Acceptance of Goods.

Section 2-A-515. Acceptance of Goods.
(1)  Acceptance  of goods occurs after the lessee has had a reasonable
opportunity to inspect the goods and
(a) the lessee signifies or acts with respect to the goods  in  a
manner  that signifies to the lessor or the supplier that the
goods are conforming or that the lessee will take  or  retain
them in spite of their nonconformity; or
(b) the  lessee fails to make an effective rejection of the goods
Section 2-A-509 (2)).
(2) Acceptance of a part of any commercial unit is acceptance of  that
entire unit.
2023 New York Laws › UCC - Uniform Commercial Code › Article 2-A - Leases › Part 5 - Default › 2-A-517 - Revocation of Acceptance of Goods.

Section 2-A-517. Revocation of Acceptance of Goods.
(1)  A  lessee may revoke acceptance of a lot or commercial unit whose
nonconformity substantially impairs its  value  to  the  lessee  if  the
lessee has accepted it:
(a) except  in  the  case  of  a finance lease, on the reasonable
assumption that its nonconformity would be cured and  it  has
not been seasonably cured; or
(b) without  discovery  of  the  nonconformity  if  the  lessee's
acceptance was reasonably  induced  either  by  the  lessor's
assurances  or, except in the case of a finance lease, by the
difficulty of discovery before acceptance.
(2) Except in the case of a finance  lease  that  is  not  a  consumer
lease, a lessee may revoke acceptance of a lot or commercial unit if the
lessor  defaults  under the lease contract and the default substantially
impairs the value of that lot or commercial unit to the lessee.
(3) If  the  lease  agreement  so  provides,  the  lessee  may  revoke
acceptance  of a lot or commercial unit because of other defaults by the
lessor.
(4) Revocation of acceptance must occur within a reasonable time after
the lessee discovers or should have discovered the  ground  for  it  and
before  any  substantial  change  in condition of the goods which is not
caused by the nonconformity.  Revocation  is  not  effective  until  the
lessee notifies the lessor.
(5)  A lessee who so revokes has the same right and duties with regard
to the goods involved as if the lessee had rejected them.
2023 New York Laws › UCC - Uniform Commercial Code › Article 2-A - Leases › Part 5 - Default › 2-A-518 - Cover; Substitute Goods.

Section 2-A-518. Cover; Substitute Goods.
(1)  After  a default by a lessor under the lease contract of the type
described in Section 2-A-508(1) or, if agreed, after  other  default  by
the  lessor,  the lessee may cover by making any purchase or lease of or
contract to purchase or lease goods in substitution for those  due  from
the lessor.
(2) Except as otherwise provided with respect to damages liquidated in
the  lease  agreement (Section 2-A-504) or otherwise determined pursuant
to agreement of the parties (Sections 1--302 and 2-A-503), if a lessee's
cover is by a lease agreement  substantially  similar  to  the  original
lease agreement and the new lease agreement is made in good faith and in
a commercially reasonable manner, the lessee may recover from the lessor
as  damages (a) the present value, as of the date of the commencement of
the term of the new lease agreement, of the rent  under  the  new  lease
agreement  applicable  to  that  period  of  the new lease term which is
comparable to the then remaining term of the  original  lease  agreement
minus  the  present  value as of the same date of the total rent for the
then remaining lease term of the original lease agreement, and  (b)  any
incidental  or consequential damages, less expenses saved in consequence
of the lessor's default.
(3) If the lessee's cover is by lease  agreement  that  qualifies  for
treatment  under  subsection  (2), the lessee may elect to proceed under
subsection (2) or Section 2-A-519. If  a  lessee's  cover  is  by  lease
agreement  that  for  any  reason  does  not qualify for treatment under
subsection (2), or is by purchase or otherwise, the lessee  may  recover
from the lessor as if the lessee had elected not to cover.
2023 New York Laws › UCC - Uniform Commercial Code › Article 2-A - Leases › Part 5 - Default › 2-A-519 - Lessee's Damages for Non-Delivery, Repudiation, Default, and Breach of Warranty in Regard to Accepted Goods.

Section 2-A-519. Lessee's   Damages   for   Non-delivery,   Repudiation,
Default, and Breach of Warranty in Regard to Accepted
Goods.
(1) Except as otherwise provided with respect to damages liquidated in
the lease agreement (Section 2-A-504) or otherwise  determined  pursuant
to  agreement  of  the parties (Section 1--302 and 2-A-503), if a lessee
elects not to cover or a lessee elects to cover  and  the  cover  is  by
lease  agreement,  whether  or  not  the  lease  agreement qualifies for
treatment under Section 2-A-518(2), or is by purchase or otherwise,  the
measure  of damages for non-delivery or repudiation by the lessor or for
rejection or revocation of acceptance  by  the  lessee  is  the  present
value,  as of the date of the default, of the then market rent minus the
present value as of the same date of the original rent, computed for the
remaining lease term of the  original  lease  agreement,  together  with
incidental and consequential damages, less expenses saved in consequence
of the lessor's default.
(2)  Market rent 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.
(3)  Except  as otherwise agreed, if the lessee has accepted goods and
given notification (Section 2-A-516(3)),  the  measure  of  damages  for
non-conforming  tender  or  delivery or other default by a lessor is the
loss resulting in the  ordinary  course  of  events  from  the  lessor's
default  as  determined  in  any manner that is reasonable together with
incidental and consequential damages, less expenses saved in consequence
of the lessor's default.
(4) Except as otherwise agreed, the measure of damages for  breach  of
warranty is the present value at the time and place of acceptance of the
difference  between  the  value of the use of the goods accepted and the
value if they had been as warranted for the lease term,  unless  special
circumstances  show  proximate  damages  of a different amount, together
with incidental  and  consequential  damages,  less  expenses  saved  in
consequence of the lessor's default or breach of warranty.
2023 New York Laws › UCC - Uniform Commercial Code › Article 2-A - Leases › Part 5 - Default › 2-A-520 - Lessee's Incidental and Consequential Damages.

Section 2-A-520. Lessee's Incidental and Consequential Damages.
(1)  Incidental  damages  resulting  from  a  lessor's default include
expenses reasonably incurred in inspection, receipt, transportation, and
care and custody of goods rightfully rejected or goods the acceptance of
which is  justifiably  revoked,  any  commercially  reasonable  charges,
expenses  or  commissions  in  connection  with effecting cover, and any
other reasonable expense incident to the default.
(2) Consequential damages resulting from a lessor's default include:
(a) any loss resulting from general  or  particular  requirements
and  needs of which the lessor 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-A - Leases › Part 5 - Default › 2-A-521 - Lessee's Right to Specific Performance or Replevin.

Section 2-A-521. Lessee's Right to Specific Performance or Replevin.
(1)  Specific performance may be decreed if the goods are unique or in
other proper circumstances.
(2) A decree for  specific  performance  may  include  any  terms  and
conditions  as to payment of the rent, damages, or other relief that the
court deems just.
(3) A lessee has a right of replevin,  detinue,  sequestration,  claim
and  delivery, or the like for goods identified to the lease contract if
after reasonable effort the lessee is unable to effect cover  for  those
goods  or  the circumstances reasonably indicate that the effort will be
unavailing.
2023 New York Laws › UCC - Uniform Commercial Code › Article 2-A - Leases › Part 5 - Default › 2-A-522 - Lessee's Right to Goods on Lessor's Insolvency.

Section 2-A-522. Lessee's Right to Goods on Lessor's Insolvency.
(1)  Subject to subsection (2) and even though the goods have not been
shipped, a lessee who has paid a part or all of the  rent  and  security
for goods identified to a lease contract (Section 2-A-217) on making and
keeping good a tender of any unpaid portion of the rent and security due
under  the  lease  contract  may  recover  the goods identified from the
lessor if the lessor becomes insolvent within ten days after receipt  of
the first installment of rent and security.
(2) A lessee acquires the right to recover goods identified to a lease
contract only if they conform to the lease contract.
2023 New York Laws › UCC - Uniform Commercial Code › Article 2-A - Leases › Part 5 - Default › 2-A-523 - Lessor's Remedies.

Section 2-A-523. Lessor's Remedies.
(1)  If  a lessee wrongfully rejects or revokes acceptance of goods or
fails to make a payment when due or repudiates with respect to a part or
the whole, then, with respect to any goods involved, and with respect to
all of the goods if under an installment lease contract the value of the
whole lease contract is substantially impaired  (Section  2-A-510),  the
lessee is in default under the lease contract and the lessor may:
(a) cancel the lease contract (Section 2-A-505 (1));
(b) proceed  respecting  goods  not  identified  to the lease contract
(Section 2-A-524);
(c) withhold delivery of  the  goods  and  take  possession  of  goods
previously delivered (Section 2-A-525);
(d) stop delivery of the goods by any bailee (Section 2-A-526);
(e) dispose  of  the  goods  and recover damages (Section 2-A-527), or
retain the goods and recover damages (Section 2-A-528), or in  a  proper
case recover rent (Section 2-A-529);
(f) exercise any other rights or pursue any other remedies provided in
the lease contract.
(2)  If a lessor does not fully exercise a right or obtain a remedy to
which the lessor is  entitled  under  subsection  (1),  the  lessor  may
recover  the  loss  resulting  in the ordinary course of events from the
lessee's default as determined in any reasonable manner,  together  with
incidental  damages,  less expenses saved in consequence of the lessee's
default.
(3) If a lessee is otherwise in default under a  lease  contract,  the
lessor  may  exercise the rights and pursue the remedies provided in the
lease contract, which may include  a  right  to  cancel  the  lease.  In
addition, unless otherwise provided in the lease contract:
(a) if  the  default  substantially  impairs  the  value  of the lease
contract to the lessor, the lessor may exercise the  rights  and  pursue
the remedies provided under subsection (1) or (2); or
(b) if  the  default  does  not  substantially impair the value of the
lease contract to the lessor, the lessor  may  recover  as  provided  in
subsection (2).
2023 New York Laws › UCC - Uniform Commercial Code › Article 2-A - Leases › Part 5 - Default › 2-A-524 - Lessor's Right to Identify Goods to Lease Contract.

Section 2-A-524. Lessor's Right to Identify Goods to Lease Contract.
(1)  After  default by the lessee under the lease contract of the type
described in Section 2-A-523  (1)  or  Section  2-A-523  (3)(a)  or,  if
agreed, after other default by the lessee, the lessor may:
(a) identify  to  the lease contract conforming goods not already
identified if at the time the lessor learned of  the  default
they  were  in  the  lessor's or the supplier's possession or
control; and
(b) dispose of goods (Section 2-A-527(1)) that demonstrably  have
been  intended  for the particular lease contract even though
those goods are unfinished.
(2) If the  goods  are  unfinished,  in  the  exercise  of  reasonable
commercial  judgment  for the purposes of avoiding loss and of effective
realization, an aggrieved lessor or the  supplier  may  either  complete
manufacture and wholly identify the goods to the lease contract or cease
manufacture and lease, sell, or otherwise dispose of the goods for scrap
or salvage value or proceed in any other reasonable manner.
2023 New York Laws › UCC - Uniform Commercial Code › Article 2-A - Leases › Part 5 - Default › 2-A-525 - Lessor's Right to Possession of Goods.

Section 2-A-525. Lessor's Right to Possession of Goods.
(1)  If  a lessor discovers the lessee to be insolvent, the lessor may
refuse to deliver the goods.
(2) After a default by the lessee under the lease contract of the type
described in Section 2-A-523(1) or 2-A-523(3)(a) or,  if  agreed,  after
other default by the lessee, the lessor has the right to take possession
of  the goods. If the lease contract so provides, the lessor may require
the lessee to assemble the goods and make them available to  the  lessor
at a place to be designated by the lessor which is reasonably convenient
to  both  parties.   Without removal, the lessor may render unusable any
goods employed in trade or business, and may dispose  of  goods  on  the
lessee's premises (Section 2-A-527).
(3)  The  lessor  may  proceed  under  subsection (2) without judicial
process if it can be done without breach of the peace or the lessor  may
proceed by action.
2023 New York Laws › UCC - Uniform Commercial Code › Article 2-A - Leases › Part 5 - Default › 2-A-526 - Lessor's Stoppage of Delivery in Transit or Otherwise.

Section 2-A-526. Lessor's Stoppage of Delivery in Transit or Otherwise.
(1) A lessor may stop delivery of goods in the possession of a carrier
or  other  bailee if the lessor discovers the lessee to be insolvent and
may stop delivery of carload, truckload, planeload, or larger  shipments
of  express  or  freight  if  the  lessee  repudiates or fails to make a
payment due before delivery, whether for  rent,  security  or  otherwise
under the lease contract, or for any other reason the lessor has a right
to withhold or take possession of the goods.
(2) In pursuing its remedies under subsection (1), the lessor may stop
delivery until:
(a) receipt of the goods by the lessee;
(b) acknowledgment  to  the  lessee  by  any bailee of the goods,
except a carrier, that the bailee holds  the  goods  for  the
lessee; or
(c) such  an  acknowledgment  to  the  lessee  by  a  carrier via
reshipment or as a warehouse.
(3) (a) To stop delivery, a lessor shall so notify as  to  enable  the
bailee by reasonable diligence to prevent delivery of the goods.
(b) After  notification,  the  bailee  shall hold and deliver the
goods according to the directions  of  the  lessor,  but  the
lessor  is  liable  to  the bailee for any ensuing charges or
damages.
(c) A carrier who has issued a nonnegotiable 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-A - Leases › Part 5 - Default › 2-A-527 - Lessor's Rights to Dispose of Goods.

Section 2-A-527. Lessor's Rights to Dispose of Goods.
(1)  After  a default by a lessee under the lease contract of the type
described in Section 2-A-523(1) or 2-A-523(3)(a)  or  after  the  lessor
refuses  to  deliver  or  takes  possession of goods (Section 2-A-525 or
2-A-526), or, if agreed, after other default by a lessee, the lessor may
dispose of the goods concerned or the  undelivered  balance  thereof  by
lease, sale, or otherwise.
(2) Except as otherwise provided with respect to damages liquidated in
the  lease  agreement (Section 2-A-504) or otherwise determined pursuant
to agreement of the  parties  (Sections  1--302  and  2-A-503),  if  the
disposition  is by lease agreement substantially similar to the original
lease agreement and the new lease agreement is made in good faith and in
a commercially reasonable manner, the lessor may recover from the lessee
as  damages  (a)  accrued  and  unpaid  rent  as  of  the  date  of  the
commencement  of  the  term  of the new lease agreement, (b) the present
value, as of the same date, of the total rent  for  the  then  remaining
lease  term  of the original lease agreement minus the present value, as
of the same date, of the rent under the new lease  agreement  applicable
to  that  period  of  the new lease term which is comparable to the then
remaining lease term of  the  original  lease  agreement,  and  (c)  any
incidental damages allowed under Section 2-A-530, less expenses saved in
consequence of the lessee's default.
(3)  If  the lessor's disposition is by lease agreement that qualifies
for treatment under subsection (2), the  lessor  may  elect  to  proceed
under  subsection (2) or Section 2-A-528. If the lessor's disposition is
by lease agreement that for any reason does not  qualify  for  treatment
under subsection (2), or is by sale or otherwise, the lessor may recover
from  the  lessee  as  if  the  lessor had elected not to dispose of the
goods.
(4) A subsequent buyer or lessee who buys or leases from the lessor in
good faith for value as a result of a  disposition  under  this  section
takes  the  goods  free of the original lease contract and any rights of
the original lessee even though the lessor fails to comply with  one  or
more of the requirements of this Article.
(5) The lessor is not accountable to the lessee for any profit made on
any  disposition.  A  lessee  who has rightfully rejected or justifiably
revoked acceptance shall account to the lessor for any excess  over  the
amount of the lessee's security interest (Section 2-A-508(5)).
2023 New York Laws › UCC - Uniform Commercial Code › Article 2-A - Leases › Part 5 - Default › 2-A-528 - Lessor's Damages for Non-Acceptance, Failure to Pay, Repudiation, or Other Default.

Section 2-A-528. Lessor's  Damages  for  Non-acceptance, Failure to Pay,
Repudiation, or Other Default.
(1) Except as otherwise provided with respect to damages liquidated in
the lease agreement (Section 2-A-504) or otherwise  determined  pursuant
to  agreement  of the parties (Sections 1--302 and 2-A-503), if a lessor
elects to retain the goods or a lessor elects to dispose  of  the  goods
and  the  disposition  is  by  lease  agreement whether or not the lease
agreement qualifies for treatment under Section  2-A-527(2),  or  is  by
sale or otherwise, the lessor may recover from the lessee as damages for
a default of the type described in Section 2-A-523(1) or 2-A-523 (3)(a),
or,  if  agreed, for other default of the lessee, (a) accrued and unpaid
rent as of the date of default if the lessee has never taken  possession
of the goods, or, if the lessee has taken possession of the goods, as of
the  date  the  lessor repossesses the goods or an earlier date on which
the lessee makes a tender of the goods to the lessor,  (b)  the  present
value  as  of the date determined under clause (a) of the total rent for
the then remaining lease term of the original lease agreement minus  the
present  value as of the same date of the market rent at the place where
the goods are located computed for the same  lease  term,  and  (c)  any
incidental damages allowed under Section 2-A-530, less expenses saved in
consequence of the lessee's default.
(2) If the measure of damages provided in subsection (1) is inadequate
to  put  a  lessor  in as good a position as performance would have, the
measure of damages  is  the  present  value  of  the  profit,  including
reasonable overhead, the lessor would have made from full performance by
the  lessee,  together with any incidental damages allowed under Section
2-A-530, due allowance for costs reasonably incurred and due credit  for
payments or proceeds of disposition.
2023 New York Laws › UCC - Uniform Commercial Code › Article 2-A - Leases › Part 5 - Default › 2-A-529 - Lessor's Action for the Rent.

Section 2-A-529. Lessor's Action for the Rent.
(1)  After  default by the lessee under the lease contract of the type
described in Section 2-A-523(1) or 2-A-523(3)(a) or,  if  agreed,  after
other default by the lessee, if the lessor complies with subsection (2),
the lessor may recover from the lessee as damages:
(a) for  goods  accepted  by the lessee and not repossessed by or
tendered to the lessor, and  for  conforming  goods  lost  or
damaged  within  a commercially reasonable time after risk of
loss passes to the lessee (Section 2-A-219), (i) accrued  and
unpaid  rent  as of the date of entry of judgment in favor of
the lessor, (ii) the present value as of the same date of the
rent  for  the  then  remaining  lease  term  of  the   lease
agreement,  and  (iii)  any  incidental damages allowed under
Section 2-A-530, less expenses saved in  consequence  of  the
lessee's default; and
(b) for  goods identified to the lease contract, if the lessor is
unable after reasonable  effort  to  dispose  of  them  at  a
reasonable  price  or  the  circumstances reasonably indicate
that effort will be unavailing, (i) accrued and  unpaid  rent
as  of  the date of entry of judgment in favor of the lessor,
(ii) the present value as of the same date of  the  rent  for
the  then  remaining  lease  term of the lease agreement, and
(iii) any incidental damages allowed under  Section  2-A-530,
less expenses saved in consequence of the lessee's default.
(2)  Except  as  provided in subsection (3), the lessor shall hold for
the lessee for the remaining lease term of the lease agreement any goods
that have been identified to the lease contract and are in the  lessor's
control.
(3)  The lessor may dispose of the goods at any time before collection
of the judgment for damages obtained pursuant to subsection (1). If  the
disposition  is  before the end of the remaining lease term of the lease
agreement, the lessor's recovery  against  the  lessee  for  damages  is
governed  by  Section  2-A-527  or  Section 2-A-528, and the lessor will
cause an appropriate credit  to  be  provided  against  a  judgment  for
damages  to  the  extent  that  the  amount  of the judgment exceeds the
recovery available pursuant to Section 2-A-527 or Section 2-A-528.
(4)  Payment  of  the  judgment  for  damages  obtained  pursuant   to
subsection  (1)  entitles  the  lessee  to the use and possession of the
goods not then disposed of for  the  remaining  lease  term  of  and  in
accordance with the lease agreement.
(5)  After  default by the lessee under the lease contract of the type
described in Section 2-A-523  (1)  or  Section  2-A-523  (3)(a)  or,  if
agreed,  after  other  default  by  the lessee, a lessor who is held not
entitled to rent under this section must nevertheless be awarded damages
for non-acceptance under Section 2-A-527 or 2-A-528.
2023 New York Laws › UCC - Uniform Commercial Code › Article 2-A - Leases › Part 5 - Default › 2-A-530 - Lessor's Incidental Damages.

Section 2-A-530. Lessor's Incidental Damages.
Incidental  damages  to  an  aggrieved lessor include any commercially
  reasonable  charges,  expenses,  or  commissions  incurred  in  stopping
  delivery,  in  the  transportation,  care and custody of goods after the
  lessee's default, in connection with return or disposition of the goods,
  or otherwise resulting from the default.
2023 New York Laws › UCC - Uniform Commercial Code › Article 2-A - Leases › Part 5 - Default › 2-A-531 - Standing to Sue Third Parties for Injury to Goods.

Section 2-A-531. Standing to Sue Third Parties for Injury to Goods.
(1)  If a third party so deals with goods that have been identified to
a lease contract as to cause actionable injury to a party to  the  lease
contract  (a)  the lessor has a right of action against the third party,
and (b) the lessee also has a right of action against the third party if
the lessee:
(i) has a security interest in the goods;
(ii) has an insurable interest in the goods; or
(iii) bears the risk of loss under the lease  contract  or  has
since  the injury assumed that risk as against the lessor
and the goods have been converted or destroyed.
(2) If at the time of the injury the party plaintiff did not bear  the
risk  of loss as against the other party to the lease contract and there
is no arrangement between them for disposition of the recovery,  his  or
her  suit  or  settlement,  subject  to his or her own interest, is as a
fiduciary for the other party to the lease contract.
(3) Either party with the consent of the other may sue for the benefit
of whom it may concern.
2023 New York Laws › UCC - Uniform Commercial Code › Article 2-A - Leases › Part 5 - Default › 2-A-532 - Lessor's Rights to Residual Interest.

Section 2-A-532. Lessor's Rights to Residual Interest.
In  addition  to any other recovery permitted by this Article or other
  law, the lessor may recover from the lessee an amount  that  will  fully
  compensate the lessor for any loss of or damage to the lessor's residual
  interest in the goods caused by the default of the lessee.
2023 New York Laws › UCC - Uniform Commercial Code › Article 3 - Commercial Paper › Part 1 - Short Title, Form and Interpretation › 3-102 - Definitions and Index of Definitions.

Section 3--102. Definitions and Index of Definitions.
(1) In this Article unless the context otherwise requires
(a) "Issue" means the first delivery of an instrument to a holder
or a remitter.
(b) An  "order"  is  a  direction to pay and must be more than an
authorization or request. It must identify the person to  pay
with reasonable certainty. It may be addressed to one or more
such  persons  jointly  or  in  the  alternative  but  not in
succession.
(c) A "promise" is an undertaking to pay and must be more than an
acknowledgment of an obligation.
(d) "Secondary party" means a drawer or endorser.
(e) "Instrument" means a negotiable instrument.
(2) Other definitions applying to this Article  and  the  sections  in
which they appear are:
"Acceptance". Section 3--410.
"Accommodation party". Section 3--415.
"Alteration". Section 3--407.
"Certificate of deposit". Section 3--104.
"Certification". Section 3--411.
"Check". Section 3--104.
"Definite time". Section 3--109.
"Dishonor". Section 3--507.
"Draft". Section 3--104.
"Holder in due course". Section 3--302.
"Negotiation". Section 3--202.
"Note". Section 3--104.
"Notice of dishonor". Section 3--508.
"On demand". Section 3--108.
"Presentment". Section 3--504.
"Protest". Section 3--509.
"Restrictive Indorsement". Section 3--205.
"Signature". Section 3--401.
(3) The following definitions in other Articles apply to this Article:
"Account". Section 4--104.
"Banking Day". Section 4--104.
"Clearing house". Section 4--104.
"Collecting bank". Section 4--105.
"Customer". Section 4--104.
"Depositary Bank". Section 4--105.
"Documentary Draft". Section 4--104.
"Intermediary Bank". Section 4--105.
"Item". Section 4--104.
"Midnight deadline". Section 4--104.
"Payor bank". Section 4--105.
(4)  In addition Article 1 contains general definitions and principles
of construction and interpretation applicable throughout this Article.
2023 New York Laws › UCC - Uniform Commercial Code › Article 3 - Commercial Paper › Part 1 - Short Title, Form and Interpretation › 3-103 - Limitations on Scope of Article.

Section 3--103. Limitations on Scope of Article.
(1)  This  Article  does  not  apply  to  money, documents of title or
investment securities.
(2) The provisions of this Article are subject to  the  provisions  of
the  Article  on  Bank  Deposits and Collections (Article 4) and Secured
Transactions (Article 9).
2023 New York Laws › UCC - Uniform Commercial Code › Article 3 - Commercial Paper › Part 1 - Short Title, Form and Interpretation › 3-104 - Form of Negotiable Instruments; "Draft"; "Check"; "Certificate of Deposit"; "Note".

Section 3--104. Form   of   Negotiable  Instruments;  "Draft";  "Check";
"Certificate of Deposit"; "Note".
(1) Any writing to be a negotiable instrument within this Article must
(a) be signed by the maker or drawer; and
(b) contain an unconditional  promise  or  order  to  pay  a  sum
certain  in  money and no other promise, order, obligation or
power given by the maker or drawer except  as  authorized  by
this Article; and
(c) be payable on demand or at a definite time; and
(d) be payable to order or to bearer.
(2) A writing which complies with the requirements of this section is
(a) a "draft" ("bill of exchange") if it is an order;
(b) a  "check"  if  it  is a draft drawn on a bank and payable on
demand;
(c) a "certificate of deposit" if it is an  acknowledgment  by  a
bank of receipt of money with an engagement to repay it;
(d) a  "note"  if  it  is  a  promise other than a certificate of
deposit.
(3) As used in other Articles of this Act,  and  as  the  context  may
require, the terms "draft", "check", "certificate of deposit" and "note"
may refer to instruments which are not negotiable within this Article as
well as to instruments which are so negotiable.
2023 New York Laws › UCC - Uniform Commercial Code › Article 3 - Commercial Paper › Part 1 - Short Title, Form and Interpretation › 3-105 - When Promise or Order Unconditional.

Section 3--105. When Promise or Order Unconditional.
(1) A promise or order otherwise unconditional is not made conditional
by the fact that the instrument
(a) is subject to implied or constructive conditions; or
(b) states  its  consideration, whether performed or promised, or
the transaction which gave rise to the  instrument,  or  that
the  promise  or  order  is made or the instrument matures in
accordance with or "as per" such transaction; or
(c) refers to  or  states  that  it  arises  out  of  a  separate
agreement  or refers to a separate agreement for rights as to
prepayment or acceleration; or
(d) states that it is drawn under a letter of credit; or
(e) states that it is secured, whether by  mortgage,  reservation
of title or otherwise; or
(f) indicates  a  particular  account  to be debited or any other
fund or source from which reimbursement is expected; or
(g) is limited to  payment  out  of  a  particular  fund  or  the
proceeds  of a particular source, if the instrument is issued
by a government or governmental agency or unit; or
(h) is  limited  to  payment  out  of  the  entire  assets  of  a
partnership,  unincorporated  association, trust or estate by
or on behalf of which the instrument is issued.
(2) A promise or order is not unconditional if the instrument
(a) states that it  is  subject  to  or  governed  by  any  other
agreement; or
(b) states that it is to be paid only out of a particular fund or
source except as provided in this section.
2023 New York Laws › UCC - Uniform Commercial Code › Article 3 - Commercial Paper › Part 1 - Short Title, Form and Interpretation › 3-106 - Sum Certain.

Section 3--106. Sum Certain.
(1) The sum payable is a sum certain even though it is to be paid
(a) with a stated rate of interest or by stated installments; or
(b) with  stated  different  rates  of  interest before and after
default or a specified date; or
(c) with a stated discount or addition if paid  before  or  after
the date fixed for payment; or
(d) with exchange or less exchange, whether at a fixed rate or at
the current rate; or
(e) with  costs  of  collection or an attorney's fee or both upon
default.
(2) For the purposes of subsection one of this section "a stated  rate
of  interest"  shall  also  include  a  rate  of interest that cannot be
calculated by looking only  to  the  instrument  but  which  is  readily
ascertainable  by  a reference in the instrument to a published statute,
regulation, rule of court, generally accepted  commercial  or  financial
index,  compendium  of  interest  rates,  or  announced  rate of a named
financial institution.
(3) Nothing in this section shall validate any term which is otherwise
illegal.
2023 New York Laws › UCC - Uniform Commercial Code › Article 3 - Commercial Paper › Part 1 - Short Title, Form and Interpretation › 3-107 - Money.

Section 3--107. Money.
(1)  An  instrument  is  payable in money if the medium of exchange in
which it is payable is money at the time  the  instrument  is  made.  An
instrument payable in "currency" or "current funds" is payable in money.
(2)  A  promise  or order to pay a sum stated in a foreign currency is
for a sum certain in money and may  be  satisfied  by  payment  of  that
number of dollars which the stated foreign currency will purchase at the
buying  sight  rate for that currency on the day on which the instrument
is payable, or, if payable on demand, on the day of demand.
2023 New York Laws › UCC - Uniform Commercial Code › Article 3 - Commercial Paper › Part 1 - Short Title, Form and Interpretation › 3-109 - Definite Time.

Section 3--109. Definite Time.
(1)  An instrument is payable at a definite time if by its terms it is
payable
(a) on or before a stated date or  at  a  fixed  period  after  a
stated date; or
(b) at a fixed period after sight; or
(c) at a definite time subject to any acceleration; or
(d) at  a definite time subject to extension at the option of the
holder, or to extension to a further  definite  time  at  the
option  of  the  maker  or  acceptor or automatically upon or
after a specified act or event.
(2) An instrument which by its terms is otherwise payable only upon an
act or event uncertain as to time of occurrence  is  not  payable  at  a
definite time even though the act or event has occurred.
2023 New York Laws › UCC - Uniform Commercial Code › Article 3 - Commercial Paper › Part 1 - Short Title, Form and Interpretation › 3-110 - Payable to Order.

Section 3--110. Payable to Order.
(1)  An instrument is payable to order when by its terms it is payable
to the order or assigns of any person therein specified with  reasonable
certainty,  or  to  him  or  his  order,  or  when  it  is conspicuously
designated on its face as "exchange" or the like and names a  payee.  It
may be payable to the order of
(a) the maker or drawer; or
(b) the drawee; or
(c) a payee who is not maker, drawer or drawee; or
(d) two or more payees together or in the alternative; or
(e) an  estate, trust or fund, in which case it is payable to the
order of the representative of such estate, trust or fund  or
his successors; or
(f) an  office,  or an officer by his title as such in which case
it is payable to the  principal  but  the  incumbent  of  the
office  or  his  successors may act as if he or they were the
holder; or
(g) a partnership or unincorporated association, in which case it
is payable to the  partnership  or  association  and  may  be
indorsed or transferred by any person thereto authorized.
(2)  An instrument not payable to order is not made so payable by such
words as "payable upon return of this instrument properly indorsed."
(3) An instrument made payable both to order and to bearer is  payable
to order unless the bearer words are handwritten or typewritten.
2023 New York Laws › UCC - Uniform Commercial Code › Article 3 - Commercial Paper › Part 1 - Short Title, Form and Interpretation › 3-111 - Payable to Bearer.

Section 3--111. Payable to Bearer.
An instrument is payable to bearer when by its terms it is payable to
(a) bearer or the order of bearer; or
(b) a specified person or bearer; or
(c) "cash"  or the order of "cash", or any other indication which
does not purport to designate a specific payee.
2023 New York Laws › UCC - Uniform Commercial Code › Article 3 - Commercial Paper › Part 1 - Short Title, Form and Interpretation › 3-112 - Terms and Omissions Not Affecting Negotiability.

Section 3--112. Terms and Omissions Not Affecting Negotiability.
(1) The negotiability of an instrument is not affected by
(a) the  omission  of  a statement of any consideration or of the
place where the instrument is drawn or payable; or
(b) a  statement  that  collateral  has  been  given  to   secure
obligations  either  on  the  instrument  or  otherwise of an
obligor on the instrument or that in the case of  default  on
those obligations the holder may realize on or dispose of the
collateral; or
(c) a  promise  or  power to maintain or protect collateral or to
give additional collateral; or
(d) a term authorizing a confession of judgment on the instrument
if it is not paid when due; or
(e) a term purporting to waive the benefit of  any  law  intended
for the advantage or protection of any obligor; or
(f) a  term  in  a draft providing that the payee by indorsing or
cashing it acknowledges full satisfaction of an obligation of
the drawer; or
(g) a statement in a draft drawn  in  a  set  of  parts  (Section
3--801)  to the effect that the order is effective only if no
other part has been honored.
(2) Nothing in this section shall validate any term which is otherwise
illegal.
2023 New York Laws › UCC - Uniform Commercial Code › Article 3 - Commercial Paper › Part 1 - Short Title, Form and Interpretation › 3-114 - Date, Antedating, Postdating.

Section 3--114. Date, Antedating, Postdating.
(1)  The  negotiability  of  an instrument is not affected by the fact
that it is undated, antedated or postdated.
(2) Where an instrument is antedated or postdated the time when it  is
payable is determined by the stated date if the instrument is payable on
demand or at a fixed period after date.
(3)  Where  the instrument or any signature thereon is dated, the date
is presumed to be correct.
2023 New York Laws › UCC - Uniform Commercial Code › Article 3 - Commercial Paper › Part 1 - Short Title, Form and Interpretation › 3-115 - Incomplete Instruments.

Section 3--115. Incomplete Instruments.
(1) When a paper whose contents at the time of signing show that it is
intended to become an instrument is signed while still incomplete in any
necessary  respect it cannot be enforced until completed, but when it is
completed  in  accordance  with  authority  given  it  is  effective  as
completed.
(2)  If  the  completion  is  unauthorized  the  rules  as to material
alteration apply  (Section  3--407),  even  though  the  paper  was  not
delivered  by  the  maker or drawer; but the burden of establishing that
any completion is unauthorized is on the party so asserting.
2023 New York Laws › UCC - Uniform Commercial Code › Article 3 - Commercial Paper › Part 1 - Short Title, Form and Interpretation › 3-116 - Instruments Payable to Two or More Persons.

Section 3--116. Instruments Payable to Two or More Persons.
An instrument payable to the order of two or more persons
(a)  if  in  the  alternative is payable to any one of them and may be
negotiated, discharged or enforced by any of them who has possession  of
it;
(b)  if  not  in  the alternative is payable to all of them and may be
negotiated, discharged or enforced only by all of them.