reglab/statecodes huggingface dataset:
2023 New Mexico Statutes › Chapter 55 - Uniform Commercial Code › Article 2 - Sales › Part 7 - REMEDIES › Section 55-2-701 - Remedies for breach of collateral contracts not impaired.

Remedies for breach of any obligation or promise collateral or ancillary to a contract for sale are not impaired by the provisions of this article.
History:
1953 Comp., § 50A-2-701, enacted by Laws 1961, ch. 96, § 2-701.
OFFICIAL COMMENTS
UCC Official Comments by ALI & the NCCUSL. Reproduced with permission of the PEB for the UCC. All rights reserved.
Prior uniform statutory provision.
— None.
Purposes.
— Whether a claim for breach of an obligation collateral to the contract for sale requires separate trial to avoid confusion of issues is beyond the scope of this article; but contractual arrangements which as a business matter enter vitally into the contract should be considered a part thereof insofar as cross-claims or defenses are concerned.
"Contract for sale". Section 2-106.
"Remedy". Section 1-201.
ANNOTATIONS
Am. Jur. 2d, A.L.R. and C.J.S. references. —
67A Am. Jur. 2d Sales §§ 853 et seq., 986 et seq.
77A C.J.S. Sales § 325 et seq.
2023 New Mexico Statutes › Chapter 55 - Uniform Commercial Code › Article 2 - Sales › Part 7 - REMEDIES › Section 55-2-707 - "Person in the position of a seller."

(1) A "person in the position of a seller" includes as against a principal an agent who has paid or become responsible for the price of goods on behalf of his principal or anyone who otherwise holds a security interest or other right in goods similar to that of a seller.
(2) A person in the position of a seller may as provided in this article withhold or stop delivery (Section 2-705 [55-2-705 NMSA 1978]) and resell (Section 2-706 [55-2-706 NMSA 1978]) and recover incidental damages (Section 2-710 [55-2-710 NMSA 1978]).
History:
1953 Comp., § 50A-2-707, enacted by Laws 1961, ch. 96, § 2-707.
OFFICIAL COMMENTS
UCC Official Comments by ALI & the NCCUSL. Reproduced with permission of the PEB for the UCC. All rights reserved.
Prior uniform statutory provision.
— Section 52(2), Uniform Sales Act.
Changes.
— Rewritten.
Purposes of changes.
— To make it clear that:
In addition to following in general the prior uniform statutory provision, the case of a financing agency which has acquired documents by honoring a letter of credit for the buyer or by discounting a draft for the seller has been included in the term "a person in the position of a seller."
Cross reference.
— Article 5, Section 2-506.
"Consignee". Section 7-102.
"Consignor". Section 7-102.
"Goods". Section 2-105.
"Security interest". Section 1-201.
"Seller". Section 2-103.
ANNOTATIONS
Am. Jur. 2d, A.L.R. and C.J.S. references. —
50 Am. Jur. 2d Letters of Credit and Credit Cards § 75 et seq.; 68A Am. Jur. 2d Secured Transactions § 13.
Factor's liability based on delay in marketing and selling principal's goods, 3 A.L.R.3d 815.
77A C.J.S. Sales § 325 et seq.
2023 New Mexico Statutes › Chapter 55 - Uniform Commercial Code › Article 2 - Sales › Part 7 - REMEDIES › Section 55-2-710 - Seller's incidental damages.

Incidental damages to an aggrieved seller include any commercially reasonable charges, expenses or commissions incurred in stopping delivery, in the transportation, care and custody of goods after the buyer's breach, in connection with return or resale of the goods or otherwise resulting from the breach.
History:
1953 Comp., § 50A-2-710, enacted by Laws 1961, ch. 96, § 2-710.
OFFICIAL COMMENTS
UCC Official Comments by ALI & the NCCUSL. Reproduced with permission of the PEB for the UCC. All rights reserved.
Prior uniform statutory provision.
—
See
Sections 64 and 70, Uniform Sales Act.
Purposes.
— To authorize reimbursement of the seller for expenses reasonably incurred by him as a result of the buyer's breach. The section sets forth the principal normal and necessary additional elements of damage flowing from the breach but intends to allow all commercially reasonable expenditures made by the seller.
"Aggrieved party". Section 1-201.
"Buyer". Section 2-103.
"Goods". Section 2-105.
"Seller". Section 2-103.
ANNOTATIONS
Am. Jur. 2d, A.L.R. and C.J.S. references. —
50 Am. Jur. 2d Letters of Credit and Credit Cards § 75 et seq.
Right of seller upon failure of sales contract to recover from purchaser expenses of caring for personal property prior to its resale, 29 A.L.R. 61.
77A C.J.S. Sales § 363 et seq.
2023 New Mexico Statutes › Chapter 55 - Uniform Commercial Code › Article 2 - Sales › Part 7 - REMEDIES › Section 55-2-717 - Deduction of damages from the price.

The buyer on notifying the seller of his intention to do so may deduct all or any part of the damages resulting from any breach of the contract from any part of the price still due under the same contract.
History:
1953 Comp., § 50A-2-717, enacted by Laws 1961, ch. 96, § 2-717.
OFFICIAL COMMENTS
UCC Official Comments by ALI & the NCCUSL. Reproduced with permission of the PEB for the UCC. All rights reserved.
Prior uniform statutory provision.
—
See
Section 69(1) (a), Uniform Sales Act.
1. This section permits the buyer to deduct from the price damages resulting from any breach by the seller and does not limit the relief to cases of breach of warranty as did the prior uniform statutory provision. To bring this provision into application the breach involved must be of the same contract under which the price in question is claimed to have been earned.
2. The buyer, however, must give notice of his intention to withhold all or part of the price if he wishes to avoid a default within the meaning of the section on insecurity and right to assurances. In conformity with the general policies of this article, no formality of notice is required and any language which reasonably indicates the buyer's reason for holding up his payment is sufficient.
Cross reference.
— Point 2: Section 2-609.
"Buyer". Section 2-103.
"Notifies". Section 1-201.
ANNOTATIONS
Am. Jur. 2d, A.L.R. and C.J.S. references. —
Right of purchaser in making tender to deduct from purchase price amount of obligations which it is the vendor's duty to satisfy, 173 A.L.R. 1309.
77A C.J.S. Sales § 395 et seq.
2023 New Mexico Statutes › Chapter 55 - Uniform Commercial Code › Article 2 - Sales › Part 7 - REMEDIES › Section 55-2-720 - Effect of "cancellation" or "rescission" on claims for antecedent breach.

Unless the contrary intention clearly appears, expressions of "cancellation" or "rescission" of the contract or the like shall not be construed as a renunciation or discharge of any claim in damages for an antecedent breach.
History:
1953 Comp., § 50A-2-720, enacted by Laws 1961, ch. 96, § 2-720.
OFFICIAL COMMENTS
UCC Official Comments by ALI & the NCCUSL. Reproduced with permission of the PEB for the UCC. All rights reserved.
Prior uniform statutory provision.
— None.
Purpose.
— This section is designed to safeguard a person holding a right of action from any unintentional loss of rights by the ill-advised use of such terms as "cancellation", "rescission", or the like. Once a party's rights have accrued they are not to be lightly impaired by concessions made in business decency and without intention to forego them. Therefore, unless the cancellation of a contract expressly declares that it is "without reservation of rights", or the like, it cannot be considered to be a renunciation under this section.
Cross reference.
— Section 1-107.
"Cancellation". Section 2-106.
"Contract". Section 1-201.
ANNOTATIONS
Am. Jur. 2d, A.L.R. and C.J.S. references. —
Measure and elements of recovery of buyer rescinding sale of domestic animal for seller's breach of warranty, 35 A.L.R.2d 1273.
77A C.J.S. Sales § 121 et seq.
2023 New Mexico Statutes › Chapter 55 - Uniform Commercial Code › Article 2 - Sales › Part 7 - REMEDIES › Section 55-2-721 - Remedies for fraud.

Remedies for material misrepresentation or fraud include all remedies available under this article for non-fraudulent breach. Neither rescission or a claim for rescission of the contract for sale nor rejection or return of the goods shall bar or be deemed inconsistent with a claim for damages or other remedy.
History:
1953 Comp., § 50A-2-721, enacted by Laws 1961, ch. 96, § 2-721.
OFFICIAL COMMENTS
UCC Official Comments by ALI & the NCCUSL. Reproduced with permission of the PEB for the UCC. All rights reserved.
Prior uniform statutory provision.
— None.
Purposes.
— To correct the situation by which remedies for fraud have been more circumscribed than the more modern and mercantile remedies for breach of warranty. Thus the remedies for fraud are extended by this section to coincide in scope with those for non-fraudulent breach. This section thus makes it clear that neither rescission of the contract for fraud nor rejection of the goods bars other remedies unless the circumstances of the case make the remedies incompatible.
"Contract for sale". Section 2-106.
"Goods". Section 1-201.
"Remedy". Section 1-201.
ANNOTATIONS
Law reviews.
— For article, "Buyers and Sellers of Goods in Bankruptcy," see 1 N.M. L. Rev. 435 (1971).
Am. Jur. 2d, A.L.R. and C.J.S. references. —
37 Am. Jur. 2d Fraud and Deceit § 9.
Use of article by buyer as waiver of right to rescind for fraud, breach of warranty or failure of goods to comply with contract, 77 A.L.R. 1165, 41 A.L.R.2d 1173.
Finance company's liability in connection with consumer fraud practices of party selling goods or services, 18 A.L.R.4th 824.
Computer sales and leases: breach of warranty, misrepresentation, or failure of consideration as defense or ground for affirmative relief, 37 A.L.R.4th 110.
77A C.J.S. Sales § 325 et seq.
2023 New Mexico Statutes › Chapter 55 - Uniform Commercial Code › Article 2 - Sales › Part 7 - REMEDIES › Section 55-2-722 - Who can sue third parties for injury to goods.

Where a third party so deals with goods which have been identified to a contract for sale as to cause actionable injury to a party to that contract:
(a) a right of action against the third party is in either party to the contract for sale who has title to or a security interest or a special property or an insurable interest in the goods; and if the goods have been destroyed or converted, a right of action is also in the party who either bore the risk of loss under the contract for sale or has since the injury assumed that risk as against the other;
(b) if at the time of the injury the party plaintiff did not bear the risk of loss as against the other party to the contract for sale and there is no arrangement between them for disposition of the recovery, his suit or settlement is, subject to his own interest, as a fiduciary for the other party to the contract;
(c) either party may with the consent of the other sue for the benefit of whom it may concern.
History:
1953 Comp., § 50A-2-722, enacted by Laws 1961, ch. 96, § 2-722.
OFFICIAL COMMENTS
UCC Official Comments by ALI & the NCCUSL. Reproduced with permission of the PEB for the UCC. All rights reserved.
Prior uniform statutory provision.
— None.
Purposes.
— To adopt and extend somewhat the principle of the statutes which provide for suit by the real party in interest. The provisions of this section apply only after identification of the goods. Prior to that time only the seller has a right of action. During the period between identification and final acceptance (except in the case of revocation of acceptance) it is possible for both parties to have the right of action. Even after final acceptance both parties may have the right of action if the seller retains possession or otherwise retains an interest.
"Action". Section 1-201.
"Buyer". Section 2-103.
"Contract for sale". Section 2-106.
"Goods". Section 2-105.
"Party". Section 1-201.
"Rights". Section 1-201.
"Security interest". Section 1-201.
ANNOTATIONS
Law reviews.
— For article, "Special Property Under the Uniform Commercial Code: A New Concept in Sales," see 4 Nat. Resources J. 98 (1964).
Am. Jur. 2d, A.L.R. and C.J.S. references. —
68A Am. Jur. 2d Secured Transactions § 121.
Recovery of value of use of property wrongfully attached, 45 A.L.R.2d 1221.
77A C.J.S. Sales § 222.
2023 New Mexico Statutes › Chapter 55 - Uniform Commercial Code › Article 2A - Leases › Part 1 - GENERAL PROVISIONS › Section 55-2A-102 - Scope. (Effective January 1, 2024.)

(1) This article applies to any transaction, regardless of form, that creates a lease and, in the case of a hybrid lease, it applies to the extent provided in Subsection (2) of this section.
(2) In a hybrid lease:
(a) if the lease-of-goods aspects do not predominate:
(i) only the provisions of this article that relate primarily to the lease-of-goods aspects of the transaction apply, and the provisions that relate primarily to the transaction as a whole do not apply;
(ii) Section 55-2A-209 NMSA 1978 applies if the lease is a finance lease; and
(iii) Section 55-2A-407 NMSA 1978 applies to the promises of the lessee in a finance lease to the extent that the promises are consideration for the right to possession and use of the leased goods; and
(b) if the lease-of-goods aspects predominate, this article applies to the transaction, but does not preclude application in appropriate circumstances of other law to aspects of the lease that do not relate to the lease of goods.
History:
1978 Comp., § 55-2A-102, enacted by Laws 1992, ch. 114, § 9; 2023, ch. 142, § 12.
ANNOTATIONS
The 2023 amendment,
effective January 1, 2024, completely rewrote the section.
2023 New Mexico Statutes › Chapter 55 - Uniform Commercial Code › Article 2A - Leases › Part 1 - GENERAL PROVISIONS › Section 55-2A-105 - Territorial application of article to goods covered by certificate of title.

Subject to the provisions of Sections 55-2A-304(3) and 55-2A-305(3) NMSA 1978, with respect to goods covered by a certificate of title issued under a statute of this state or of another jurisdiction, compliance and the effect of compliance or noncompliance with a certificate of title statute are governed by the law (including the conflict of laws rules) of the jurisdiction issuing the certificate until the earlier of (a) surrender of the certificate, or (b) four months after the goods are removed from that jurisdiction and thereafter until a new certificate of title is issued by another jurisdiction.
History:
1978 Comp., § 55-2A-105, enacted by Laws 1992, ch. 114, § 12.
OFFICIAL COMMENTS
UCC Official Comments by ALI & the NCCUSL. Reproduced with permission of the PEB for the UCC. All rights reserved.
Uniform statutory source.
— Section 9-103(2)(a) and (b) [55-9-103 NMSA 1978].
Changes.
— Substantially revised. The provisions of the last sentence of Section 9-103(2)(b) [55-9-103 NMSA 1978] have not been incorporated as it is superfluous in this context. The provisions of Section 9-103(2)(d) [55-9-103 NMSA 1978] have not been incorporated because the problems dealt with are adequately addressed by this section and Sections 2A-304(3) and 305(3) [55-2A-304 and 55-2A-305 NMSA 1978, respectively].
Purposes.
— The new certificate referred to in (b) must be permanent, not temporary. Generally, the lessor or creditor whose interest is indicated on the most recently issued certificate of title will prevail over interests indicated on certificates issued previously by other jurisdictions. This provision reflects a policy that it is reasonable to require holders of interests in goods covered by a certificate of title to police the goods or risk losing their interests when a new certificate of title is issued by another jurisdiction.
Cross references.
— Sections 2A-304(3), 2A-305(3), 9-103(2)(b) and 9-103(2)(d) [55-2A-304, 55-2A-305 and 55-9-103 NMSA 1978, respectively].
Definitional cross references.
— "Goods". Section 2A-103(1)(h) [55-2A-103 NMSA 1978].
ANNOTATIONS
Effective dates.
— Laws 1992, ch. 114, § 238 made Laws 1992, ch. 114, § 12 effective July 1, 1992.
2023 New Mexico Statutes › Chapter 55 - Uniform Commercial Code › Article 2A - Leases › Part 1 - GENERAL PROVISIONS › Section 55-2A-107 - Waiver or renunciation of claim or right after default.

Any claim or right arising out of an alleged default or breach of warranty may be discharged in whole or in part without consideration by a written waiver or renunciation signed and delivered by the aggrieved party.
History:
1978 Comp., § 55-2A-107, enacted by Laws 1992, ch. 114, § 14.
OFFICIAL COMMENTS
UCC Official Comments by ALI & the NCCUSL. Reproduced with permission of the PEB for the UCC. All rights reserved.
Uniform Statutory Source.
— Section 1-107.
Changes:
1. Revised to reflect leasing practices and terminology. This clause is used throughout the official comments to this Article to indicate the scope of change in the provisions of the Uniform Statutory Source included in the section; these changes range from one extreme, e.g., a significant difference in practice (a warranty as to merchantability is not implied in a finance lease (Section 2A-212) [55-2A-212 NMSA 1978]) to the other extreme,
e.g.
, a modest difference in style or terminology (the transaction governed is a lease not a sale (Section 2A-203) [55-2A-203 NMSA 1978]).
2. In furtherance of medium neutrality, the reference to a signed "written" waiver or renunciation in the pre-2022 text of this section has been changed to refer to a waiver in a signed "record."
Cross References.
— Sections 2A-203 and 2A-212 [55-2A-203 and 55-2A-212 NMSA 1978, respectively].
"Aggrieved party". Section 1-201(2) [55-1-201 NMSA 1978].
"Delivery". Section 1-201(14) [55-1-201 NMSA 1978].
"Rights". Section 1-201(36) [55-1-201 NMSA 1978].
"Signed". Section 1-201(39) [55-1-201 NMSA 1978].
"Written". Section 1-201(46) [55-1-201 NMSA 1978].
ANNOTATIONS
Effective dates.
— Laws 1992, ch. 114, § 238 made Laws 1992, ch. 114, § 14 effective July 1, 1992.
2023 New Mexico Statutes › Chapter 55 - Uniform Commercial Code › Article 2A - Leases › Part 1 - GENERAL PROVISIONS › Section 55-2A-107 - Waiver or renunciation of claim or right after default. (Effective January 1, 2024.)

Any claim or right arising out of an alleged default or breach of warranty may be discharged in whole or in part without consideration by a waiver or renunciation in a signed record delivered by the aggrieved party.
History:
1978 Comp., § 55-2A-107, enacted by Laws 1992, ch. 114, § 14; 2023, ch. 142, § 14.
ANNOTATIONS
The 2023 amendment,
effective January 1, 2024, deleted "written" preceding "waiver" and after "signed", added "record".
2023 New Mexico Statutes › Chapter 55 - Uniform Commercial Code › Article 2A - Leases › Part 1 - GENERAL PROVISIONS › Section 55-2A-109 - Option to accelerate at will.

(1) A term providing that one party or his successor in interest may accelerate payment of performance or require collateral or additional collateral "at will" or "when he deems himself insecure" or in words of similar import must be construed to mean that he has power to do so only if he in good faith believes that the prospect of payment or performance is impaired.
(2) With respect to a consumer lease, the burden of establishing good faith under Subsection (1) is on the party who exercised the power; otherwise the burden of establishing lack of good faith is on the party against whom the power has been exercised.
History:
1978 Comp., § 55-2A-109, enacted by Laws 1992, ch. 114, § 16.
OFFICIAL COMMENTS
UCC Official Comments by ALI & the NCCUSL. Reproduced with permission of the PEB for the UCC. All rights reserved.
Uniform Statutory Source.
— Section 1-208 [55-1-208 NMSA 1978] and Unif. Consumer Credit Code § 5.109(2), 7A U.L.A. 171 (1974).
Purposes.
— Subsection (1) reflects modest changes in style to the provisions of the first sentence of Section 1-208 [55-1-208 NMSA 1978].
Subsection (2), however, reflects a significant change in the provisions of the second sentence of Section 1-208 [55-1-208 NMSA 1978] by creating a new rule with respect to a consumer lease. A lease provision allowing acceleration at the will of the lessor or when the lessor deems itself insecure is of critical importance to the lessee. In a consumer lease it is a provision that is not usually agreed to by the parties but is usually mandated by the lessor. Therefore, where its invocation depends not on specific criteria but on the discretion of the lessor, its use should be regulated to prevent abuse. Subsection (1) imposes a duty of good faith upon its exercises. Subsection (2) shifts the burden of establishing good faith to the lessor in the case of a consumer lease, but not otherwise.
Cross Reference.
— Section 1-208 [55-1-208 NMSA 1978].
"Burden of establishing". Section 1-201(8) [55-1-201 NMSA 1978].
"Consumer lease". Section 2A-103(1)(e) [55-2A-103 NMSA 1978].
"Good faith". Sections 1-201(19) [55-1-201 NMSA 1978] and 2-103(1)(b) [55-2-103 NMSA 1978].
"Party". Section 1-201(29) [55-1-201 NMSA 1978].
"Term". Section 1-201(42) [55-1-201 NMSA 1978].
ANNOTATIONS
Effective dates.
— Laws 1992, ch. 114, § 238 made Laws 1992, ch. 114, § 16 effective July 1, 1992.
2023 New Mexico Statutes › Chapter 55 - Uniform Commercial Code › Article 2A - Leases › Part 2 - FORMATION AND CONSTRUCTION OF LEASE CONTRACT › Section 55-2A-201 - Statute of frauds. (Effective January 1, 2024.)

(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 record, 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 Paragraph (b) of Subsection (1) of this section, whether or not it is specific, if it reasonably identifies what is described.
(3) A record is not insufficient because it omits or incorrectly states a term agreed upon, but the lease contract is not enforceable under Paragraph (b) of Subsection (1) of this section beyond the lease term and the quantity of goods shown in the record.
(4) A lease contract that does not satisfy the requirements of Subsection (1) of this section, but that 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 record signed by the party against whom enforcement is sought or by that party's authorized agent specifying the lease term, the term so specified;
(b) if the party against whom enforcement is sought admits in that party's pleading, testimony, or otherwise in court a lease term, the term so admitted; or
(c) a reasonable lease term.
History:
1978 Comp., § 55-2A-201, enacted by Laws 1992, ch. 114, § 17; 2023, ch. 142, § 15.
ANNOTATIONS
The 2023 amendment,
effective January 1, 2024, substituted each occurrence of "writing" with "record" throughout the section; in Subsection (2), after "satisfies", deleted "Subsection (1)(b)" and added "Paragraph (b) of Subsection (1) of this section"; in Subsection (3), after "enforceable under", deleted "Subsection (1)(b)" and added "Paragraph (b) of Subsection (1) of this section"; in Subsections (4), in the introductory clause, after "Subsection (1)", added "of this section"; and in Subsection (5), after "Subsection (4)", added "of this section".
2023 New Mexico Statutes › Chapter 55 - Uniform Commercial Code › Article 2A - Leases › Part 2 - FORMATION AND CONSTRUCTION OF LEASE CONTRACT › Section 55-2A-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.
History:
1978 Comp., § 55-2A-202, enacted by Laws 1992, ch. 114, § 18.
OFFICIAL COMMENTS
UCC Official Comments by ALI & the NCCUSL. Reproduced with permission of the PEB for the UCC. All rights reserved.
Changes
— In furtherance of medium neutrality, the references to a "writing" have been changed to refer to a "record."
Uniform Statutory Source.
— Section 2-202 [55-2-202 NMSA 1978].
"Agreement". Section 1-201(3) [55-1-201 NMSA 1978].
"Course of dealing". Section 1-205 [55-1-205 NMSA 1978].
"Party". Section 1-201(29) [55-1-201 NMSA 1978].
"Term". Section 1-201(42) [55-1-201 NMSA 1978].
"Usage of trade". Section 1-205 [55-1-205 NMSA 1978].
"Writing". Section 1-201(46) [55-1-201 NMSA 1978].
ANNOTATIONS
Effective dates.
— Laws 1992, ch. 114, § 238 made Laws 1992, ch. 114, § 18 effective July 1, 1992.
2023 New Mexico Statutes › Chapter 55 - Uniform Commercial Code › Article 2A - Leases › Part 2 - FORMATION AND CONSTRUCTION OF LEASE CONTRACT › Section 55-2A-202 - Final expression; parol or extrinsic evidence. (Effective January 1, 2024.)

Terms with respect to which the confirmatory memoranda of the parties agree or that are otherwise set forth in a record 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 record to have been intended also as a complete and exclusive statement of the terms of the agreement.
History:
1978 Comp., § 55-2A-202, enacted by Laws 1992, ch. 114, § 18; 2023, ch. 142, § 16.
ANNOTATIONS
The 2023 amendment,
effective January 1, 2024, in the section heading, deleted "written"; and substituted each occurrence of "writing" with "record" throughout the section.
2023 New Mexico Statutes › Chapter 55 - Uniform Commercial Code › Article 2A - Leases › Part 2 - FORMATION AND CONSTRUCTION OF LEASE CONTRACT › Section 55-2A-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.
History:
1978 Comp., § 55-2A-203, enacted by Laws 1992, ch. 114, § 19.
OFFICIAL COMMENTS
UCC Official Comments by ALI & the NCCUSL. Reproduced with permission of the PEB for the UCC. All rights reserved.
Uniform Statutory Source.
— Section 2-203 [55-2-203 NMSA 1978].
Changes.
— Revised to reflect leasing practices and terminology. In furtherance of medium neutrality, the references to a "writing" have been changed to refer to a "record."
"Lease contract". Section 2A-103(1)(l) [55-2A-103 NMSA 1978].
"Writing". Section 1-201(46) [55-1-201 NMSA 1978].
ANNOTATIONS
Effective dates.
— Laws 1992, ch. 114, § 238 made Laws 1992, ch. 114, § 19 effective July 1, 1992.
2023 New Mexico Statutes › Chapter 55 - Uniform Commercial Code › Article 2A - Leases › Part 2 - FORMATION AND CONSTRUCTION OF LEASE CONTRACT › Section 55-2A-203 - Seals inoperative. (Effective January 1, 2024.)

The affixing of a seal to a record evidencing a lease contract or an offer to enter into a lease contract does not render the record a sealed instrument, and the law with respect to sealed instruments does not apply to the lease contract or offer.
History:
1978 Comp., § 55-2A-203, enacted by Laws 1992, ch. 114, § 19; 2023, ch. 142, § 17.
ANNOTATIONS
The 2023 amendment,
effective January 1, 2024, substituted each occurrence of "writing" with "record" throughout the section.
2023 New Mexico Statutes › Chapter 55 - Uniform Commercial Code › Article 2A - Leases › Part 2 - FORMATION AND CONSTRUCTION OF LEASE CONTRACT › Section 55-2A-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.
History:
1978 Comp., § 55-2A-204, enacted by Laws 1992, ch. 114, § 20.
OFFICIAL COMMENTS
UCC Official Comments by ALI & the NCCUSL. Reproduced with permission of the PEB for the UCC. All rights reserved.
Uniform Statutory Source.
— Section 2-204 [55-2-204 NMSA 1978].
Changes.
— Revised to reflect leasing practices and terminology.
"Agreement". Section 1-201(3) [55-1-201 NMSA 1978].
"Lease contract". Section 2A-103(1)(l) [55-2A-103 NMSA 1978].
"Party". Section 1-201(29) [55-1-201 NMSA 1978].
"Remedy". Section 1-201(34) [55-1-201 NMSA 1978].
"Term". Section 1-201(42) [55-1-201 NMSA 1978].
ANNOTATIONS
Effective dates.
— Laws 1992, ch. 114, § 238 made Laws 1992, ch. 114, § 20 effective July 1, 1992.
2023 New Mexico Statutes › Chapter 55 - Uniform Commercial Code › Article 2A - Leases › Part 2 - FORMATION AND CONSTRUCTION OF LEASE CONTRACT › Section 55-2A-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.
History:
1978 Comp., § 55-2A-205, enacted by Laws 1992, ch. 114, § 21.
OFFICIAL COMMENTS
UCC Official Comments by ALI & the NCCUSL. Reproduced with permission of the PEB for the UCC. All rights reserved.
Uniform Statutory Source.
— Section 2-205 [55-2-205 NMSA 1978].
Changes.
— Revised to reflect leasing practices and terminology. In furtherance of medium neutrality, the reference to a signed "writing" in the pre-2022 text of this section has been changed to refer to a signed "record."
"Goods". Section 2A-103(1)(h) [55-2A-103 NMSA 1978].
"Lease". Section 2A-103(1)(j) [55-2A-103 NMSA 1978].
"Merchant". Section 2-104(1) [55-2-104 NMSA 1978].
"Person". Section 1-201(30) [55-1-201 NMSA 1978].
"Reasonable time". Section 1-204(1) and (2) [55-1-204 NMSA 1978].
"Signed". Section 1-201(39) [55-1-201 NMSA 1978].
"Term". Section 1-201(42) [55-1-201 NMSA 1978].
"Writing". Section 1-201(46) [55-1-201 NMSA 1978].
ANNOTATIONS
Effective dates.
— Laws 1992, ch. 114, § 238 made Laws 1992, ch. 114, § 21 effective July 1, 1992.
2023 New Mexico Statutes › Chapter 55 - Uniform Commercial Code › Article 2A - Leases › Part 2 - FORMATION AND CONSTRUCTION OF LEASE CONTRACT › Section 55-2A-205 - Firm offers. (Effective January 1, 2024.)

An offer by a merchant to lease goods to or from another person in a signed record 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.
History:
1978 Comp., § 55-2A-205, enacted by Laws 1992, ch. 114, § 21; 2023, ch. 142, § 18.
ANNOTATIONS
The 2023 amendment,
effective January 1, 2024, after "signed", deleted "writing" and added "record".
2023 New Mexico Statutes › Chapter 55 - Uniform Commercial Code › Article 2A - Leases › Part 2 - FORMATION AND CONSTRUCTION OF LEASE CONTRACT › Section 55-2A-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.
History:
1978 Comp., § 55-2A-206, enacted by Laws 1992, ch. 114, § 22.
OFFICIAL COMMENTS
UCC Official Comments by ALI & the NCCUSL. Reproduced with permission of the PEB for the UCC. All rights reserved.
Uniform Statutory Source.
— Section 2-206(1)(a) and (2) [55-2-206 NMSA 1978].
Changes.
— Revised to reflect leasing practices and terminology.
"Lease contract". Section 2A-103(1)(l) [55-2A-103 NMSA 1978].
"Notifies". Section 1-201(26) [55-1-201 NMSA 1978].
"Reasonable time". Section 1-204(1) and (2) [55-1-204 NMSA 1978].
ANNOTATIONS
Effective dates.
— Laws 1992, ch. 114, § 238 made Laws 1992, ch. 114, § 22 effective July 1, 1992.
2023 New Mexico Statutes › Chapter 55 - Uniform Commercial Code › Article 2A - Leases › Part 2 - FORMATION AND CONSTRUCTION OF LEASE CONTRACT › Section 55-2A-207 - Repealed.

History:
1978 Comp., § 55-2A-207, enacted by Laws 1992, ch. 114, § 23; repealed by Laws 2005, ch. 144, § 113.
ANNOTATIONS
Repeals.
— Laws 2005, ch. 144, § 113 repealed 55-2A-207 NMSA 1978, as enacted by Laws 1992, ch. 114, § 23, relating to course of performance or practical construction, effective January 1, 2006. For provisions of former section,
see
the 2004 NMSA 1978 on
NMOneSource.com
.
2023 New Mexico Statutes › Chapter 55 - Uniform Commercial Code › Article 2A - Leases › Part 2 - FORMATION AND CONSTRUCTION OF LEASE CONTRACT › Section 55-2A-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), 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.
History:
1978 Comp., § 55-2A-208, enacted by Laws 1992, ch. 114, § 24.
OFFICIAL COMMENTS
UCC Official Comments by ALI & the NCCUSL. Reproduced with permission of the PEB for the UCC. All rights reserved.
Uniform Statutory Source.
— Section 2-209 [55-2-209 NMSA 1978].
Changes:
1. Revised to reflect leasing practices and terminology, except that the provisions of Subsection 2-209(3) [55-2-209 NMSA 1978] were omitted.
2. In furtherance of medium neutrality, the reference to a signed "writing" in the pre-2022 text of this section has been changed to refer to a signed "record."
Purposes.
— Section 2-209(3) [55-2-209 NMSA 1978] provides that "the requirements of the statute of frauds section of this Article (Section 2-201) [55-2-201 NMSA 1978] must be satisfied if the contract as modified is within its provisions." This provision was not incorporated as it is unfair to allow an oral modification to make the entire lease contract unenforceable, e.g., if the modification takes it a few dollars over the dollar limit. At the same time, the problem could not be solved by providing that the lease contract would still be enforceable in its pre-modification state (if it then satisfied the statute of frauds) since in some cases that might be worse than no enforcement at all. Resolution of the issue is left to the courts based on the facts of each case.
Cross References.
— Sections 2-201 and 2-209 [55-2-201 and 55-2-209 NMSA 1978, respectively].
"Agreement". Section 1-201(3) [55-1-201 NMSA 1978].
"Between merchants". Section 2-104(3) [55-2-104 NMSA 1978].
"Lease agreement". Section 2A-103(1)(k) [55-2A-103 NMSA 1978].
"Lease contract". Section 2A-103(1)(l) [55-2A-103 NMSA 1978].
"Merchant". Section 2-104(1) [55-2-104 NMSA 1978].
"Notification". Section 1-201(26) [55-1-201 NMSA 1978].
"Party". Section 1-201(29) [55-1-201 NMSA 1978].
"Signed". Section 1-201(39) [55-1-201 NMSA 1978].
"Term". Section 1-201(42) [55-1-201 NMSA 1978].
"Writing". Section 1-201(46) [55-1-201 NMSA 1978].
ANNOTATIONS
Effective dates.
— Laws 1992, ch. 114, § 238 made Laws 1992, ch. 114, § 24 effective July 1, 1992.
2023 New Mexico Statutes › Chapter 55 - Uniform Commercial Code › Article 2A - Leases › Part 2 - FORMATION AND CONSTRUCTION OF LEASE CONTRACT › Section 55-2A-208 - Modification, rescission and waiver. (Effective January 1, 2024.)

(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 record 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.
History:
1978 Comp., § 55-2A-208, enacted by Laws 1992, ch. 114, § 24; 2023, ch. 142, § 19.
ANNOTATIONS
The 2023 amendment,
effective January 1, 2024, after "Subsection (2)", added "of this section".
2023 New Mexico Statutes › Chapter 55 - Uniform Commercial Code › Article 2A - Leases › Part 2 - FORMATION AND CONSTRUCTION OF LEASE CONTRACT › Section 55-2A-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; and
(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.
History:
1978 Comp., § 55-2A-210, enacted by Laws 1992, ch. 114, § 26.
OFFICIAL COMMENTS
UCC Official Comments by ALI & the NCCUSL. Reproduced with permission of the PEB for the UCC. All rights reserved.
Uniform Statutory Source.
— Section 2-313 [55-2-313 NMSA 1978].
Changes.
— Revised to reflect leasing practices and terminology.
Purposes.
— All of the express and implied warranties of the Article on Sales (Article 2) are included in this Article, revised to reflect the differences between a sale of goods and a lease of goods. Sections 2A-210 through 2A-216 [55-2A-210 to 55-2A-216 NMSA 1978]. The lease of goods is sufficiently similar to the sale of goods to justify this decision. Hawkland, The Impact of the Uniform Commercial Code on Equipment Leasing, 1972 Ill.L.F. 446, 459-60. Many state and federal courts have reached the same conclusion.
Value of the goods, as used in subsection (2), includes rental value.
Cross References.
— Article 2, esp. Section 2-313 [55-2-313 NMSA 1978], and Sections 2A-210 through 2A-216 [55-2A-210 to 55-2A-216 NMSA 1978].
"Conforming". Section 2A-103(1)(d) [55-2A-103 NMSA 1978].
"Goods". Section 2A-103(1)(h) [55-2A-103 NMSA 1978].
"Lessee". Section 2A-103(1)(n) [55-2A-103 NMSA 1978].
"Lessor". Section 2A-103(1)(p) [55-2A-103 NMSA 1978].
"Value". Section 1-201(44) [55-1-201 NMSA 1978].
ANNOTATIONS
Effective dates.
— Laws 1992, ch. 114, § 238 made Laws 1992, ch. 114, § 26 effective July 1, 1992.
2023 New Mexico Statutes › Chapter 55 - Uniform Commercial Code › Article 2A - Leases › Part 2 - FORMATION AND CONSTRUCTION OF LEASE CONTRACT › Section 55-2A-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.
History:
1978 Comp., § 55-2A-212, enacted by Laws 1992, ch. 114, § 28.
OFFICIAL COMMENTS
UCC Official Comments by ALI & the NCCUSL. Reproduced with permission of the PEB for the UCC. All rights reserved.
Uniform Statutory Source.
— Section 2-314 [55-2-314 NMSA 1978].
Changes.
— Revised to reflect leasing practices and terminology.
E.g., Glenn Dick Equip. Co. v. Galey Constr., Inc.
, 97 Idaho 216, 225, 541 P.2d 1184, 1193 (1975) (implied warranty of merchantability (Article 2) extends to lease transactions).
"Conforming". Section 2A-103(1)(d) [55-2A-103 NMSA 1978].
"Course of dealing". Section 1-205 [55-1-205 NMSA 1978].
"Finance lease". Section 2A-103(1)(g) [55-2A-103 NMSA 1978].
"Fungible". Section 1-201(17) [55-1-201 NMSA 1978].
"Goods". Section 2A-103(1)(h) [55-2A-103 NMSA 1978].
"Lease Agreement". Section 2A-103(1)(k) [55-2A-103 NMSA 1978].
"Lease contract". Section 2A-103(1)(l) [55-2A-103 NMSA 1978].
"Lessor". Section 2A-103(1)(p) [55-2A-103 NMSA 1978].
"Merchant". Section 2-104(1) [55-2-104 NMSA 1978].
"Usage of trade". Section 1-205 [55-1-205 NMSA 1978].
ANNOTATIONS
Effective dates.
— Laws 1992, ch. 114, § 238 made Laws 1992, ch. 114, § 28 effective July 1, 1992.
2023 New Mexico Statutes › Chapter 55 - Uniform Commercial Code › Article 2A - Leases › Part 2 - FORMATION AND CONSTRUCTION OF LEASE CONTRACT › Section 55-2A-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.
History:
1978 Comp., § 55-2A-213, enacted by Laws 1992, ch. 114, § 29.
OFFICIAL COMMENTS
UCC Official Comments by ALI & the NCCUSL. Reproduced with permission of the PEB for the UCC. All rights reserved.
Uniform Statutory Source.
— Section 2-315 [55-2-315 NMSA 1978].
Changes.
— Revised to reflect leasing practices and terminology.
E.g., All-States Leasing Co. v. Bass
, 96 Idaho 873, 879, 538 P.2d 1177, 1183 (1975) (implied warranty of fitness for a particular purpose (Article 2) extends to lease transactions).
"Finance lease". Section 2A-103(1)(g) [55-2A-103 NMSA 1978].
"Goods". Section 2A-103(1)(h) [55-2A-103 NMSA 1978].
"Knows". Section 1-201(25) [55-1-201 NMSA 1978].
"Lease contract". Section 2A-103(1)(l) [55-2A-103 NMSA 1978].
"Lessee". Section 2A-103(1)(n) [55-2A-103 NMSA 1978].
"Lessor". Section 2A-103(1)(p) [55-2A-103 NMSA 1978].
ANNOTATIONS
Effective dates.
— Laws 1992, ch. 114, § 238 made Laws 1992, ch. 114, § 29 effective July 1, 1992.
2023 New Mexico Statutes › Chapter 55 - Uniform Commercial Code › Article 2A - Leases › Part 2 - FORMATION AND CONSTRUCTION OF LEASE CONTRACT › Section 55-2A-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; and
(c) express warranties displace inconsistent implied warranties other than an implied warranty of fitness for a particular purpose.
History:
1978 Comp., § 55-2A-215, enacted by Laws 1992, ch. 114, § 31.
OFFICIAL COMMENTS
UCC Official Comments by ALI & the NCCUSL. Reproduced with permission of the PEB for the UCC. All rights reserved.
Uniform Statutory Source.
— Section 2-317 [55-2-317 NMSA 1978].
Definitional Cross Reference.
— "Party". Section 1-201(29) [55-1-201 NMSA 1978].
ANNOTATIONS
Effective dates.
— Laws 1992, ch. 114, § 238 made Laws 1992, ch. 114, § 31 effective July 1, 1992.
2023 New Mexico Statutes › Chapter 55 - Uniform Commercial Code › Article 2A - Leases › Part 2 - FORMATION AND CONSTRUCTION OF LEASE CONTRACT › Section 55-2A-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.
History:
1978 Comp., § 55-2A-217, enacted by Laws 1992, ch. 114, § 33.
OFFICIAL COMMENTS
UCC Official Comments by ALI & the NCCUSL. Reproduced with permission of the PEB for the UCC. All rights reserved.
Uniform Statutory Source.
— Section 2-501 [55-2-501 NMSA 1978].
Changes.
— This section, together with Section 2A-218 [55-2A-218 NMSA 1978], is derived from the provisions of Section 2-501 [55-2-501 NMSA 1978], with changes to reflect lease terminology; however, this section omits as irrelevant to leasing practice the treatment of special property.
Purposes.
— With respect to subsection (b) there is a certain amount of ambiguity in the reference to when goods are designated, e.g., when the lessor is both selling and leasing goods to the same lessee/buyer and has marked goods for delivery but has not distinguished between those related to the lease contract and those related to the sales contract. As in Section 2-501(1)(b) [55-2-501 NMSA 1978], this issue has been left to be resolved by the courts, case by case.
Cross References.
— Sections 2-501 and 2A-218 [55-2-501 and 55-2A-218 NMSA 1978, respectively].
"Agreement". Section 1-201(3) [55-1-201 NMSA 1978].
"Goods". Section 2A-103(1)(h) [55-2A-103 NMSA 1978].
"Lease". Section 2A-103(1)(j) [55-2A-103 NMSA 1978].
"Lease contract". Section 2A-103(1)(l) [55-2A-103 NMSA 1978].
"Lessor". Section 2A-103(1)(p) [55-2A-103 NMSA 1978].
"Party". Section 1-201(29) [55-1-201 NMSA 1978].
ANNOTATIONS
Effective dates.
— Laws 1992, ch. 114, § 238 made Laws 1992, ch. 114, § 33 effective July 1, 1992.