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2023 North Carolina General Statutes › Chapter 25 - Uniform Commercial Code › Article 2A - Leases. › § 25-2A-201 - Statute of frauds.

§ 25-2A-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 one thousand dollars ($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) of this section, 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) of this section 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) of this section, 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) of this section 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;
(c) if there is other evidence of the parties' intent with regard to the lease term, the term so intended; or
(d) in the absence of evidence of the parties' intent, a reasonable lease term. (1993, c. 463, s. 1.)
2023 North Carolina General Statutes › Chapter 25 - Uniform Commercial Code › Article 2A - Leases. › § 25-2A-202 - Final written expressionparol or extrinsic evidence.

§ 25-2A-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. (1993, c. 463, s. 1.)
2023 North Carolina General Statutes › Chapter 25 - Uniform Commercial Code › Article 2A - Leases. › § 25-2A-203 - Seals inoperative.

§ 25-2A-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. (1993, c. 463, s. 1.)
2023 North Carolina General Statutes › Chapter 25 - Uniform Commercial Code › Article 2A - Leases. › § 25-2A-204 - Formation in general.

§ 25-2A-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. (1993, c. 463, s. 1.)
2023 North Carolina General Statutes › Chapter 25 - Uniform Commercial Code › Article 2A - Leases. › § 25-2A-205 - Firm offers.

§ 25-2A-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. (1993, c. 463, s. 1.)
2023 North Carolina General Statutes › Chapter 25 - Uniform Commercial Code › Article 2A - Leases. › § 25-2A-206 - Offer and acceptance in formation of lease contract.

§ 25-2A-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. (1993, c. 463, s. 1.)
2023 North Carolina General Statutes › Chapter 25 - Uniform Commercial Code › Article 2A - Leases. › § 25-2A-208 - Modification, rescission and waiver.

§ 25-2A-208. Modification, rescission and waiver.
(1) An agreement modifying a lease contract needs no consideration to be binding.
(2) A signed lease agreement that excludes modification or rescission except by a signed writing may not be otherwise modified or rescinded, but, except as between merchants, such a requirement on a form supplied by a merchant must be separately signed by the other party.
(3) Although an attempt at modification or rescission does not satisfy the requirements of subsection (2) of this section, it may operate as a waiver.
(4) A party who has made a waiver affecting an executory portion of a lease contract may retract the waiver by reasonable notification received by the other party that strict performance will be required of any term waived, unless the retraction would be unjust in view of a material change of position in reliance on the waiver. (1993, c. 463, s. 1.)
2023 North Carolina General Statutes › Chapter 25 - Uniform Commercial Code › Article 2A - Leases. › § 25-2A-209 - Lessee under finance lease as beneficiary of supply contract.

§ 25-2A-209. Lessee under finance lease as beneficiary of supply contract.
(1) The benefit of a supplier's promises to the lessor under the supply contract and of all warranties, whether express or implied, including those of any third party provided in connection with or as part of the supply contract, extends to the lessee to the extent of the lessee's leasehold interest under a finance lease related to the supply contract, but is subject to the terms of the warranty and of the supply contract and all defenses or claims arising therefrom.
(2) The extension of the benefit of a supplier's promises and of warranties to the lessee (G.S. 25-2A-209(1)) does not: (i) modify the rights and obligations of the parties to the supply contract, whether arising therefrom or otherwise, or (ii) impose any duty or liability under the supply contract on the lessee.
(3) Any modification or rescission of the supply contract by the supplier and the lessor is effective between the supplier and the lessee unless, before the modification or rescission, the supplier has received notice that the lessee has entered into a finance lease related to the supply contract. If the modification or rescission is effective between the supplier and the lessee, the lessor is deemed to have assumed, in addition to the obligations of the lessor to the lessee under the lease contract, promises of the supplier to the lessor and warranties that were so modified or rescinded as they existed and were available to the lessee before modification or rescission.
(4) In addition to the extension of the benefit of the supplier's promises and of warranties to the lessee under subsection (1) of this section, the lessee retains all rights that the lessee may have against the supplier which arise from an agreement between the lessee and the supplier or under other law. (1993, c. 463, s. 1.)
2023 North Carolina General Statutes › Chapter 25 - Uniform Commercial Code › Article 2A - Leases. › § 25-2A-210 - Express warranties.

§ 25-2A-210. Express warranties.
(1) Express warranties by the lessor are created as follows:
(a) any affirmation of fact or promise made by the lessor to the lessee which relates to the goods and becomes part of the basis of the bargain creates an express warranty that the goods will conform to the affirmation or promise.
(b) any description of the goods which is made part of the basis of the bargain creates an express warranty that the goods will conform to the description.
(c) any sample or model that is made part of the basis of the bargain creates an express warranty that the whole of the goods will conform to the sample or model.
(2) It is not necessary to the creation of an express warranty that the lessor use formal words, such as "warrant" or "guarantee", or that the lessor have a specific intention to make a warranty, but an affirmation merely of the value of the goods or a statement purporting to be merely the lessor's opinion or commendation of the goods does not create a warranty. (1993, c. 463, s. 1.)
2023 North Carolina General Statutes › Chapter 25 - Uniform Commercial Code › Article 2A - Leases. › § 25-2A-211 - Warranties against interference and against infringement; lessee's obligation against infringement.

§ 25-2A-211. Warranties against interference and against infringement; lessee's obligation against infringement.
(1) There is in a lease contract a warranty that for the lease term no person holds a claim to or interest in the goods that arose from an act or omission of the lessor, other than a claim by way of infringement or the like, which will interfere with the lessee's enjoyment of its leasehold interest.
(2) Except in a finance lease there is in a lease contract by a lessor who is a merchant regularly dealing in goods of the kind a warranty that the goods are delivered free of the rightful claim of any person by way of infringement or the like.
(3) A lessee who furnishes specifications to a lessor or a supplier shall hold the lessor and the supplier harmless against any claim by way of infringement of the like that arises out of compliance with the specifications. (1993, c. 463, s. 1.)
2023 North Carolina General Statutes › Chapter 25 - Uniform Commercial Code › Article 2A - Leases. › § 25-2A-212 - Implied warranty of merchantability.

§ 25-2A-212. Implied warranty of merchantability.
(1) Except in a finance lease, a warranty that the goods will be merchantable is implied in a lease contract if the lessor is a merchant with respect to goods of that kind.
(2) Goods to be merchantable must be at least such as:
(a) pass without objection in the trade under the description in the lease agreement;
(b) in the case of fungible goods, are of fair average quality within the description;
(c) are fit for the ordinary purposes for which goods of that type are used;
(d) run, within the variation permitted by the lease agreement, of even kind, quality, and quantity within each unit and among all units involved;
(e) are adequately contained, packaged, and labeled as the lease agreement may require; and
(f) conform to any promises or affirmations of fact made on the container or label.
(3) Other implied warranties may arise from course of dealing or usage of trade. (1993, c. 463, s. 1.)
2023 North Carolina General Statutes › Chapter 25 - Uniform Commercial Code › Article 2A - Leases. › § 25-2A-213 - Implied warranty of fitness for particular purpose.

§ 25-2A-213. Implied warranty of fitness for particular purpose.
Except in a finance lease, if the lessor at the time the lease contract is made has reason to know of any particular purpose for which the goods are required and that the lessee is relying on the lessor's skill or judgment to select or furnish suitable goods, there is in the lease contract an implied warranty that the goods will be fit for that purpose. (1993, c. 463, s. 1.)
2023 North Carolina General Statutes › Chapter 25 - Uniform Commercial Code › Article 2A - Leases. › § 25-2A-214 - Exclusion or modification of warranties.

§ 25-2A-214. Exclusion or modification of warranties.
(1) Words or conduct relevant to the creation of an express warranty and words or conduct tending to negate or limit a warranty must be construed wherever reasonable as consistent with each other; but, subject to the provisions of G.S. 25-2A-202 on parol or extrinsic evidence, negation or limitation is inoperative to the extent that the construction is unreasonable.
(2) Subject to subsection (3) of this section, to exclude or modify the implied warranty of merchantability, or any part of it, the language must mention "merchantability", by a writing, and be conspicuous. Subject to subsection (3) of this section, to exclude or modify any implied warranty of fitness, the exclusion must be by a writing and be conspicuous. Language to exclude all implied warranties of fitness is sufficient if it is in writing, is conspicuous, and states, for example, "There is no warranty that the goods will be fit for a particular purpose."
(3) Notwithstanding subsection (2) of this section, but subject to subsection (4) of this section:
(a) unless the circumstances indicate otherwise, all implied warranties are excluded by expressions like "as is", or "with all faults", or by other language that in common understanding calls the lessee's attention to the exclusion of warranties and makes plain that there is no implied warranty, if in writing and conspicuous;
(b) if the lessee before entering into the lease contract has examined the goods or the sample or model as fully as desired or has refused to examine the goods, there is no implied warranty with regard to defects that an examination ought in the circumstances to have revealed; and
(c) an implied warranty may also be excluded or modified by course of dealing, course of performance, or usage of trade.
(4) To exclude or modify a warranty against interference or against infringement (G.S. 25-2A-211) or any part of it, the language must be specific, be by a writing, and be conspicuous, unless the circumstances, including course of performance, course of dealing, or usage of trade, give the lessee reason to know that the goods are being leased subject to a claim or interest of any person. (1993, c. 463, s. 1.)
2023 North Carolina General Statutes › Chapter 25 - Uniform Commercial Code › Article 2A - Leases. › § 25-2A-215 - Cumulation and conflict of warranties express or implied.

§ 25-2A-215. Cumulation and conflict of warranties express or implied.
Warranties, whether express or implied, must be construed as consistent with each other and as cumulative, but if that construction is unreasonable, the intention of the parties determines which warranty is dominant. In ascertaining that intention the following rules apply:
(a) exact or technical specifications displace an inconsistent sample or model or general language of description.
(b) a sample from an existing bulk displaces inconsistent general language of description.
(c) express warranties displace inconsistent implied warranties other than an implied warranty of fitness for a particular purpose. (1993, c. 463, s. 1.)
2023 North Carolina General Statutes › Chapter 25 - Uniform Commercial Code › Article 2A - Leases. › § 25-2A-216 - Third-party beneficiaries of express and implied warranties.

§ 25-2A-216. Third-party beneficiaries of express and implied warranties.
A warranty to or for the benefit of a lessee under this Article, whether express or implied, extends to any natural person who is in the family or household of the lessee or who is a guest in the lessee's home if it is reasonable to expect that such person may use, consume, or be affected by the goods and who is injured in person by breach of the warranty. This section does not displace principles of law and equity that extend a warranty to or for the benefit of a lessee to other persons. The operation of this section may not be excluded, modified, or limited, but an exclusion, modification, or limitation of the warranty, including any with respect to rights and remedies, effective against the lessee is also effective against any beneficiary designated under this section. (1993, c. 463, s. 1.)
2023 North Carolina General Statutes › Chapter 25 - Uniform Commercial Code › Article 2A - Leases. › § 25-2A-217 - Identification.

§ 25-2A-217. Identification.
Identification of goods as goods to which a lease contract refers may be made at any time and in any manner explicitly agreed to by the parties. In the absence of explicit agreement, identification occurs:
(a) when the lease contract is made if the lease contract is for a lease of goods that are existing and identified;
(b) when the goods are shipped, marked, or otherwise designated by the lessor as goods to which the lease contract refers, if the lease contract is for a lease of goods that are not existing and identified; or
(c) when the young are conceived, if the lease contract is for a lease of unborn young of animals. (1993, c. 463, s. 1.)
2023 North Carolina General Statutes › Chapter 25 - Uniform Commercial Code › Article 2A - Leases. › § 25-2A-218 - Insurance and proceeds.

§ 25-2A-218. Insurance and proceeds.
(1) A lessee obtains an insurable interest when existing goods are identified to the lease contract even though the goods identified are nonconforming and the lessee has an option to reject them.
(2) If a lessee has an insurable interest only by reason of the lessor's identification of the goods, the lessor, until default or insolvency or notification to the lessee that identification is final, may substitute other goods for those identified.
(3) Notwithstanding a lessee's insurable interest under subsections (1) and (2) of this section, the lessor retains an insurable interest until an option to buy has been exercised by the lessee and risk of loss has passed to the lessee.
(4) Nothing in this section impairs any insurable interest recognized under any other statute or rule of law.
(5) The parties by agreement may determine that one or more parties have an obligation to obtain and pay for insurance covering the goods and by agreement may determine the beneficiary of the proceeds of the insurance. (1993, c. 463, s. 1.)
2023 North Carolina General Statutes › Chapter 25 - Uniform Commercial Code › Article 2A - Leases. › § 25-2A-219 - Risk of loss.

§ 25-2A-219. Risk of loss.
(1) Except in the case of a finance lease, risk of loss is retained by the lessor and does not pass to the lessee. In the case of a finance lease, risk of loss passes to the lessee.
(2) Subject to the provisions of this Article on the effect of default on risk of loss (G.S. 25-2A-220), if risk of loss is to pass to the lessee and the time of passage is not stated, the following rules apply:
(a) if the lease contract requires or authorizes the goods to be shipped by carrier (i) and it does not require delivery at a particular destination, the risk of loss passes to the lessee when the goods are duly delivered to the carrier; but (ii) if it does require delivery at a particular destination and the goods are there duly tendered while in the possession of the carrier, the risk of loss passes to the lessee when the goods are there duly so tendered as to enable the lessee to take delivery.
(b) if the goods are held by a bailee to be delivered without being moved, the risk of loss passes to the lessee on acknowledgment by the bailee of the lessee's right to possession of the goods.
(c) in any case not within subdivision (a) or (b) of this section, the risk of loss passes to the lessee on the lessee's receipt of the goods if the lessor, or, in the case of a finance lease, the supplier, is a merchant; otherwise the risk passes to the lessee on tender of delivery. (1993, c. 463, s. 1.)
2023 North Carolina General Statutes › Chapter 25 - Uniform Commercial Code › Article 2A - Leases. › § 25-2A-220 - Effect of default on risk of loss.

§ 25-2A-220. Effect of default on risk of loss.
(1) Where risk of loss is to pass to the lessee and the time of passage is not stated:
(a) if a tender or delivery of goods so fails to conform to the lease contract as to give a right of rejection, the risk of their loss remains with the lessor, or, in the case of a finance lease, the supplier, until cure or acceptance.
(b) if the lessee rightfully revokes acceptance, he, to the extent of any deficiency in his effective insurance coverage, may treat the risk of loss as having remained with the lessor from the beginning.
(2) Whether or not risk of loss is to pass to the lessee, if the lessee as to conforming goods already identified to a lease contract repudiates or is otherwise in default under the lease contract, the lessor, or, in the case of a finance lease, the supplier, to the extent of any deficiency in his effective insurance coverage may treat the risk of loss as resting on the lessee for a commercially reasonable time. (1993, c. 463, s. 1.)
2023 North Carolina General Statutes › Chapter 25 - Uniform Commercial Code › Article 2A - Leases. › § 25-2A-221 - Casualty to identified goods.

§ 25-2A-221. Casualty to identified goods.
If a lease contract requires goods identified when the lease contract is made, and the goods suffer casualty without fault of the lessee, the lessor, or the supplier before delivery, or the goods suffer casualty before risk of loss passes to the lessee pursuant to the lease agreement or G.S. 25-2A-219, then:
(a) if the loss is total, the lease contract is avoided; and
(b) if the loss is partial or the goods have so deteriorated as to no longer conform to the lease contract, the lessee may nevertheless demand inspection and at his option either treat the lease contract as avoided or, except in a finance lease that is not a consumer lease, accept the goods with due allowance from the rent payable for the balance of the lease term for the deterioration or the deficiency in quantity but without further right against the lessor. (1993, c. 463, s. 1.)
2023 North Carolina General Statutes › Chapter 25 - Uniform Commercial Code › Article 2A - Leases. › § 25-2A-301 - Enforceability of lease contract.

§ 25-2A-301. Enforceability of lease contract.
Except as otherwise provided in this Article, a lease contract is effective and enforceable according to its terms between the parties, against purchasers of the goods, and against creditors of the parties. (1993, c. 463, s. 1.)
2023 North Carolina General Statutes › Chapter 25 - Uniform Commercial Code › Article 2A - Leases. › § 25-2A-302 - Title to and possession of goods.

§ 25-2A-302. Title to and possession of goods.
Except as otherwise provided in this Article, each provision of this Article applies whether the lessor or a third party has title to the goods, and whether the lessor, the lessee, or a third party has possession of the goods, notwithstanding any statute or rule of law that possession or the absence of possession is fraudulent. (1993, c. 463, s. 1.)
2023 North Carolina General Statutes › Chapter 25 - Uniform Commercial Code › Article 2A - Leases. › § 25-2A-304 - Subsequent lease of goods by lessor.

§ 25-2A-304. Subsequent lease of goods by lessor.
(1) Subject to G.S. 25-2A-303, a subsequent lessee from a lessor of goods under an existing lease contract obtains, to the extent of the leasehold interest transferred, the leasehold interest in the goods that the lessor had or had power to transfer, and except as provided in subsection (2) of this section and G.S. 25-2A-527(4), takes subject to the existing lease contract. A lessor with voidable title has power to transfer a good leasehold interest to a good faith subsequent lessee for value, but only to the extent set forth in the preceding sentence. If goods have been delivered under a transaction of purchase, the lessor has that power even though:
(a) the lessor's transferor was deceived as to the identity of the lessor;
(b) the delivery was in exchange for a check which is later dishonored;
(c) it was agreed that the transaction was to be a "cash sale"; or
(d) the delivery was procured through fraud punishable as larcenous under the criminal law.
(2) A subsequent lessee in the ordinary course of business from a lessor who is a merchant dealing in goods of that kind to whom the goods were entrusted by the existing lessee of that lessor before the interest of the subsequent lessee became enforceable against that lessor obtains, to the extent of the leasehold interest transferred, all of that lessor's and the existing lessee's rights to the goods, and takes free of the existing lease contract.
(3) A subsequent lessee from the lessor of goods that are subject to an existing lease contract and are covered by a certificate of title issued under a statute of this State or of another jurisdiction takes no greater rights than those provided both by this section and by the certificate of title statute. (1993, c. 463, s. 1.)
2023 North Carolina General Statutes › Chapter 25 - Uniform Commercial Code › Article 2A - Leases. › § 25-2A-305 - Sale or sublease of goods by lessee.

§ 25-2A-305. Sale or sublease of goods by lessee.
(1) Subject to the provisions of G.S. 25-2A-303, a buyer or sublessee from the lessee of goods under an existing lease contract obtains, to the extent of the interest transferred, the leasehold interest in the goods that the lessee had or had power to transfer, and except as provided in subsection (2) of this section and G.S. 25-2A-511(4), takes subject to the existing lease contract. A lessee with a voidable leasehold interest has power to transfer a good leasehold interest to a good faith buyer for value or a good faith sublessee for value, but only to the extent set forth in the preceding sentence. When goods have been delivered under a transaction of lease, the lessee has that power even though:
(a) the lessor was deceived as to the identity of the lessee;
(b) the delivery was in exchange for a check which is later dishonored; or
(c) the delivery was procured through fraud punishable as larcenous under the criminal law.
(2) A buyer in the ordinary course of business or a sublessee in the ordinary course of business from a lessee who is a merchant dealing in goods of that kind to whom the goods were entrusted by the lessor obtains, to the extent of the interest transferred, all of the lessor's and lessee's rights to the goods, and takes free of the existing lease contract.
(3) A buyer or sublessee from the lessee of goods that are subject to an existing lease contract and are covered by a certificate of title issued under a statute of this State or of another jurisdiction takes no greater rights than those provided both by this section and by the certificate of title statute. (1993, c. 463, s. 1; 1995, c. 509, s. 22.)
2023 North Carolina General Statutes › Chapter 25 - Uniform Commercial Code › Article 2A - Leases. › § 25-2A-306 - Priority of certain liens arising by operation of law.

§ 25-2A-306. Priority of certain liens arising by operation of law.
If a person in the ordinary course of his business furnishes services or materials with respect to goods subject to a lease contract, a lien upon those goods in the possession of that person given by statute or rule of law for those materials or services takes priority over any interest of the lessor or lessee under the lease contract or this Article unless the lien is created by statute and the statute provides otherwise or unless the lien is created by rule of law and the rule of law provides otherwise. (1993, c. 463, s. 1.)
2023 North Carolina General Statutes › Chapter 25 - Uniform Commercial Code › Article 2A - Leases. › § 25-2A-307 - Priority of liens arising by attachment or levy on, security interests in, and other claims to goods.

§ 25-2A-307. Priority of liens arising by attachment or levy on, security interests in, and other claims to goods.
(1) Except as otherwise provided in G.S. 25-2A-306, a creditor of a lessee takes subject to the lease contract.
(2) Except as otherwise provided in subsection (3) of this section and in G.S. 25-2A-306 and G.S. 25-2A-308, a creditor of a lessor takes subject to the lease contract unless the creditor holds a lien that attached to the goods before the lease contract became enforceable.
(3) Except as otherwise provided in G.S. 25-9-317, 25-9-321, and 25-9-323, a lessee takes a leasehold interest subject to a security interest held by a creditor of the lessor. (1993, c. 463, s. 1; 2000-169, s. 15.)
2023 North Carolina General Statutes › Chapter 25 - Uniform Commercial Code › Article 2A - Leases. › § 25-2A-308 - Special rights of creditors.

§ 25-2A-308. Special rights of creditors.
(1) A creditor of a lessor in possession of goods subject to a lease contract may treat the lease contract as void if as against the creditor retention of possession by the lessor is fraudulent under any statute or rule of law, but retention of possession in good faith and current course of trade by the lessor for a commercially reasonable time after the lease contract becomes enforceable is not fraudulent.
(2) Nothing in this Article impairs the rights of creditors of a lessor if the lease contract (a) becomes enforceable, not in current course of trade but in satisfaction of or as security for a preexisting claim for money, security, or the like, and (b) is made under circumstances which under any statute or rule of law apart from this Article would constitute the transaction a fraudulent transfer or voidable preference.
(3) A creditor of a seller may treat a sale or an identification of goods to a contract for sale as void if as against the creditor retention of possession by the seller is fraudulent under any statute or rule of law, but retention of possession of the goods pursuant to a lease contract entered into by the seller as lessee and the buyer as lessor in connection with the sale or identification of the goods is not fraudulent if the buyer bought for value and in good faith. (1993, c. 463, s. 1.)
2023 North Carolina General Statutes › Chapter 25 - Uniform Commercial Code › Article 2A - Leases. › § 25-2A-310 - Lessor's and lessee's rights when goods become accessions.

§ 25-2A-310. Lessor's and lessee's rights when goods become accessions.
(1) Goods are "accessions" when they are installed in or affixed to other goods.
(2) The interest of a lessor or a lessee under a lease contract entered into before the goods became accessions is superior to all interests in the whole except as stated in subsection (4) of this section.
(3) The interest of a lessor or a lessee under a lease contract entered into at the time or after the goods became accessions is superior to all subsequently acquired interests in the whole except as stated in subsection (4) of this section but is subordinate to interests in the whole existing at the time the lease contract was made unless the holders of such interests in the whole have in writing consented to the lease or disclaimed an interest in the goods as part of the whole.
(4) The interest of a lessor or a lessee under a lease contract described in subsection (2) or (3) of this section is subordinate to the interest of:
(a) a buyer in the ordinary course of business or a lessee in the ordinary course of business of any interest in the whole acquired after the goods became accessions; or
(b) a creditor with a security interest in the whole perfected before the lease contract was made to the extent that the creditor makes subsequent advances without knowledge of the lease contract.
(5) When under subsections (2) or (3) and (4) of this section, a lessor or a lessee of accessions holds an interest that is superior to all interests in the whole, the lessor or the lessee may:
(a) on default, expiration, termination, or cancellation of the lease contract by the other party but subject to the provisions of the lease contract and this Article; or
(b) if necessary to enforce his other rights and remedies under this Article, remove the goods from the whole, free and clear of all interests in the whole, but he must reimburse any holder of an interest in the whole who is not the lessee and who has not otherwise agreed for the cost of repair of any physical injury but not for any diminution in value of the whole caused by the absence of the goods removed or by any necessity for replacing them. A person entitled to reimbursement may refuse permission to remove until the party seeking removal gives adequate security for the performance of this obligation. (1993, c. 463, s. 1.)
2023 North Carolina General Statutes › Chapter 25 - Uniform Commercial Code › Article 2A - Leases. › § 25-2A-401 - Insecurityadequate assurance of performance.

§ 25-2A-401. Insecurity: adequate assurance of performance.
(1) A lease contract imposes an obligation on each party that the other's expectation of receiving due performance will not be impaired.
(2) If reasonable grounds for insecurity arise with respect to the performance of either party, the insecure party may demand in writing adequate assurance of due performance. Until the insecure party receives that assurance, if commercially reasonable, the insecure party may suspend any performance for which he has not already received the agreed return.
(3) A repudiation of the lease contract occurs if assurance of due performance adequate under the circumstances of the particular case is not provided to the insecure party within a reasonable time, not to exceed 30 days after receipt of a demand by the other party.
(4) Between merchants, the reasonableness of grounds for insecurity and the adequacy of any assurance offered must be determined according to commercial standards.
(5) Acceptance of any nonconforming delivery or payment does not prejudice the aggrieved party's right to demand adequate assurance of future performance. (1993, c. 463, s. 1.)
2023 North Carolina General Statutes › Chapter 25 - Uniform Commercial Code › Article 2A - Leases. › § 25-2A-402 - Anticipatory repudiation.

§ 25-2A-402. Anticipatory repudiation.
If either party repudiates a lease contract with respect to a performance not yet due under the lease contract, the loss of which performance will substantially impair the value of the lease contract to the other, the aggrieved party may:
(a) for a commercially reasonable time, await retraction of repudiation and performance by the repudiating party;
(b) make demand pursuant to G.S. 25-2A-401 and await assurance of future performance adequate under the circumstances of the particular case; or
(c) resort to any right or remedy upon default under the lease contract or this Article, even though the aggrieved party has notified the repudiating party that the aggrieved party would await the repudiating party's performance and assurance and has urged retraction. In addition, whether or not the aggrieved party is pursuing one of the foregoing remedies, the aggrieved party may suspend performance or, if the aggrieved party is the lessor, proceed in accordance with the provisions of this Article on the lessor's right to identify goods to the lease contract notwithstanding default or to salvage unfinished goods (G.S. 25-2A-524). (1993, c. 463, s. 1.)
2023 North Carolina General Statutes › Chapter 25 - Uniform Commercial Code › Article 2A - Leases. › § 25-2A-403 - Retraction of anticipatory repudiation.

§ 25-2A-403. Retraction of anticipatory repudiation.
(1) Until the repudiating party's next performance is due, the repudiating party can retract the repudiation unless, since the repudiation, the aggrieved party has cancelled the lease contract or materially changed the aggrieved party's position or otherwise indicated that the aggrieved party considers the repudiation final.
(2) Retraction may be by any method that clearly indicates to the aggrieved party that the repudiating party intends to perform under the lease contract and includes any assurance demanded under G.S. 25-2A-401.
(3) Retraction reinstates a repudiating party's rights under a lease contract with due excuse and allowance to the aggrieved party for any delay occasioned by the repudiation. (1993, c. 463, s. 1.)
2023 North Carolina General Statutes › Chapter 25 - Uniform Commercial Code › Article 2A - Leases. › § 25-2A-404 - Substituted performance.

§ 25-2A-404. Substituted performance.
(1) If without fault of the lessee, the lessor and the supplier, the agreed berthing, loading, or unloading facilities fail, or the agreed type of carrier becomes unavailable or the agreed manner of delivery otherwise becomes commercially impracticable, but a commercially reasonable substitute is available, the substitute performance shall be tendered and accepted.
(2) If the agreed means or manner of payment fails because of domestic or foreign governmental regulation:
(a) the lessor may withhold or stop delivery or cause the supplier to withhold or stop delivery unless the lessee provides a means or manner of payment that is commercially a substantial equivalent; and
(b) if delivery has already been taken, payment by the means or in the manner provided by the regulation discharges the lessee's obligation unless the regulation is discriminatory, oppressive, or predatory. (1993, c. 463, s. 1.)
2023 North Carolina General Statutes › Chapter 25 - Uniform Commercial Code › Article 2A - Leases. › § 25-2A-405 - Excused performance.

§ 25-2A-405. Excused performance.
Subject to G.S 25-2A-404 on substituted performance, the following rules apply:
(a) delay in delivery or nondelivery in whole or in part by a lessor or a supplier who complies with paragraphs (b) and (c) is not a default under the lease contract if performance as agreed has been made impracticable by the occurrence of a contingency, the nonoccurrence of which was a basic assumption on which the lease contract was made, or by compliance in good faith with any applicable foreign or domestic governmental regulation or order, whether or not the regulation or order later proves to be invalid.
(b) if the causes mentioned in paragraph (a) affect only part of the lessor's or the supplier's capacity to perform, he shall allocate production and deliveries among his customers but at his option may include regular customers not then under contract for sale or lease as well as his own requirements for further manufacture. He may so allocate in any manner that is fair and reasonable.
(c) the lessor seasonably shall notify the lessee and in the case of a finance lease the supplier seasonably shall notify the lessor and the lessee, if known, that there will be delay or nondelivery and, if allocation is required under paragraph (b), of the estimated quota thus made available for the lessee. (1993, c. 463, s. 1.)
2023 North Carolina General Statutes › Chapter 25 - Uniform Commercial Code › Article 2A - Leases. › § 25-2A-406 - Procedure on excused performance.

§ 25-2A-406. Procedure on excused performance.
(1) If the lessee receives notification of a material or indefinite delay or an allocation justified under G.S. 25-2A-405, the lessee may, by written notification to the lessor as 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 (G.S. 25-2A-510):
(a) terminate the lease contract (G.S. 25-2A-505(2)); or
(b) except in a finance lease that is not a consumer lease, modify the lease contract by accepting the available quota in substitution, with due allowance from the rent payable for the balance of the lease term for the deficiency but without further right against the lessor.
(2) If, after receipt of a notification from the lessor under G.S. 25-2A-405, the lessee fails so to modify the lease agreement within a reasonable time not exceeding 30 days, the lease contract lapses with respect to any deliveries affected. (1993, c. 463, s. 1.)
2023 North Carolina General Statutes › Chapter 25 - Uniform Commercial Code › Article 2A - Leases. › § 25-2A-407 - Irrevocable promisesfinance leases.

§ 25-2A-407. Irrevocable promises: finance leases.
(1) In the case of a finance lease that is not a consumer lease, the lessee's promises under the lease contract become irrevocable and independent upon the lessee's acceptance of the goods.
(2) A promise that has become irrevocable and independent under subsection (1) of this section:
(a) is effective and enforceable between the parties, and by or against third parties including assignees of the parties; and
(b) is not subject to cancellation, termination, modification, repudiation, excuse, or substitution without the consent of the party to whom the promise runs.
(3) This section does not affect the validity under any other law of a covenant in any lease contract making the lessee's promises irrevocable and independent upon the lessee's acceptance of the goods. (1993, c. 463, s. 1.)
2023 North Carolina General Statutes › Chapter 25 - Uniform Commercial Code › Article 2A - Leases. › § 25-2A-501 - Defaultprocedure.

§ 25-2A-501. Default: procedure.
(1) Whether the lessor or the lessee is in default under a lease contract is determined by the lease agreement and this Article.
(2) If the lessor or the lessee is in default under the lease contract, the party seeking enforcement has rights and remedies as provided in this Article and, except as limited by this Article, as provided in the lease agreement.
(3) If the lessor or the lessee is in default under the lease contract, the party seeking enforcement may reduce the party's claim to judgment, or otherwise enforce the lease contract by self-help or any available judicial procedure or nonjudicial procedure, including administrative proceeding, arbitration, or the like, in accordance with this Article.
(4) Except as otherwise provided in G.S. 25-1-305(a) or this Article or the lease agreement, the rights and remedies referred to in subsections (2) and (3) of this section are cumulative.
(5) If the lease agreement covers both real property and goods, the party seeking enforcement may proceed under this Part as to the goods, or under other applicable law as to both the real property and the goods in accordance with that party's rights and remedies in respect of the real property, in which case this Part does not apply. (1993, c. 463, s. 1; 2006-112, s. 7.)
2023 North Carolina General Statutes › Chapter 25 - Uniform Commercial Code › Article 2A - Leases. › § 25-2A-502 - Notice after default.

§ 25-2A-502. Notice after default.
Except as otherwise provided in this Article or the lease agreement, the lessor or lessee in default under the lease contract is not entitled to notice of default or notice of enforcement from the other party to the lease agreement. (1993, c. 463, s. 1.)
2023 North Carolina General Statutes › Chapter 25 - Uniform Commercial Code › Article 2A - Leases. › § 25-2A-503 - Modification or impairment of rights and remedies.

§ 25-2A-503. Modification or impairment of rights and remedies.
(1) Except as otherwise provided in this Article, the lease agreement may include rights and remedies for default 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.
(2) Resort to a remedy provided under this Article or in the lease agreement is optional unless the remedy is expressly agreed to be exclusive. If circumstances cause an exclusive or limited remedy to fail of its essential purpose, or provision for an exclusive remedy is unconscionable, remedy may be had as provided in this Article.
(3) Consequential damages may be liquidated under G.S. 25-2A-504, or may otherwise be limited, altered, or excluded unless the limitation, alteration, or exclusion is unconscionable. Limitation, alteration, or exclusion of consequential damages for injury to the person in the case of consumer goods is prima facie unconscionable but limitation, alteration, or exclusion of damages where the loss is commercial is not prima facie unconscionable.
(4) Rights and remedies on default by the lessor or the lessee with respect to any obligation or promise collateral or ancillary to the lease contract are not impaired by this Article. (1993, c. 463, s. 1.)
2023 North Carolina General Statutes › Chapter 25 - Uniform Commercial Code › Article 2A - Leases. › § 25-2A-504 - Liquidation of damages.

§ 25-2A-504. Liquidation of damages.
(1) Damages payable by either party for default, or any other act or omission, including indemnity for loss or diminution of anticipated tax benefits or loss or damage to lessor's residual interest, may be liquidated in the lease agreement but only at an amount or by a formula that is reasonable in light of the then-anticipated harm caused by the default or other act or omission.
(2) If the lease agreement provides for liquidation of damages, and such provision does not comply with subsection (1) of this section, or such provision is an exclusive or limited remedy that circumstances cause to fail of its essential purpose, remedy may be had as provided in this Article.
(3) If the lessor justifiably withholds or stops delivery of goods because of the lessee's default or insolvency (G.S. 25-2A-525 or G.S. 25-2A-526), the lessee is entitled to restitution of any amount by which the sum of his payments exceeds:
(a) the amount to which the lessor is entitled by virtue of terms liquidating the lessor's damages in accordance with subsection (1) of this section; or
(b) in the absence of those terms, twenty percent (20%) of the then-present value of the total rent the lessee was obligated to pay for the balance of the lease term, or, in the case of a consumer lease, the lesser of such amount or five hundred dollars ($500.00).
(4) A lessee's right to restitution under subsection (3) of this section is subject to offset to the extent the lessor establishes:
(a) a right to recover damages under the provisions of this Article other than subsection (1) of this section; and
(b) the amount or value of any benefits received by the lessee directly or indirectly by reason of the lease contract. (1993, c. 463, s. 1.)
2023 North Carolina General Statutes › Chapter 25 - Uniform Commercial Code › Article 2A - Leases. › § 25-2A-505 - Cancellation and termination and effect of cancellation, termination, rescission, or fraud on rights and remedies.

§ 25-2A-505. Cancellation and termination and effect of cancellation, termination, rescission, or fraud on rights and remedies.
(1) On cancellation of the lease contract, all obligations that are still executory on both sides are discharged, but any right based on prior default or performance survives, and the cancelling party also retains any remedy for default of the whole lease contract or any unperformed balance.
(2) On termination of the lease contract, all obligations that are still executory on both sides are discharged, but any right based on prior default or performance survives.
(3) Unless the contrary intention clearly appears, expressions of "cancellation", "rescission", or the like of the lease contract may not be construed as a renunciation or discharge of any claim in damages for an antecedent default.
(4) Rights and remedies for material misrepresentation or fraud include all rights and remedies available under this Article for default.
(5) Neither rescission nor a claim for rescission of the lease contract nor rejection or return of the goods may bar or be deemed inconsistent with a claim for damages or other right or remedy. (1993, c. 463, s. 1.)