reglab/statecodes huggingface dataset:
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 2A2 - Formation and Construction of Lease Contract › Section 2A211 - Warranties against interference and against infringement; lessee's obligation against infringement

§ 2A211. Warranties against interference and against
infringement; lessee's obligation against
infringement.
(a) General rule.
--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.
(b) Warranty of merchant regularly dealing in goods.
--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.
(c) Obligation of lessee against infringement.
--A lessee who furnishes specifications to a lessor or a supplier shall hold the lessor and the supplier harmless against any claim by way of infringement or the like that arises out of compliance with the specifications.
Cross References.
Section 2A211 is referred to in sections 2A214, 2A516 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 2A2 - Formation and Construction of Lease Contract › Section 2A212 - Implied warranty of merchantability

§ 2A212. Implied warranty of merchantability.
(a) General rule.
--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.
(b) Merchantability standards for goods.
--Goods to be merchantable must be at least such as:
(1) pass without objection in the trade under the description in the lease agreement;
(2) in the case of fungible goods, are of fair average quality within the description;
(3) are fit for the ordinary purposes for which goods of that type are used;
(4) run, within the variation permitted by the lease agreement, of even kind, quality and quantity within each unit and among all units involved;
(5) are adequately contained, packaged and labeled as the lease agreement may require; and
(6) conform to any promises or affirmations of fact made on the container or label.
(c) Course of dealing or usage of trade.
--Other implied warranties may arise from course of dealing or usage of trade.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 2A2 - Formation and Construction of Lease Contract › Section 2A213 - Implied warranty of fitness for particular purpose

§ 2A213. 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.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 2A2 - Formation and Construction of Lease Contract › Section 2A214 - Exclusion or modification of warranties

§ 2A214. Exclusion or modification of warranties.
(a) Construction of words or conduct creating or limiting warranties.
--Words or conduct relevant to the creation of an express warranty and words or conduct tending to negate or limit a warranty must be construed wherever reasonable as consistent with each other; but, subject to the provisions of section 2A202 (relating to final written expression: parol or extrinsic evidence), negation or limitation is inoperative to the extent that the construction is unreasonable.
(b) Implied warranties of merchantability and fitness; specific language.
--Subject to subsection (c), to exclude or modify the implied warranty of merchantability or any part of it, the language must mention "merchantability," be by a writing and be conspicuous. Subject to subsection (c), 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."
(c) Implied warranties of merchantability and fitness; alternative methods.
--Notwithstanding subsection (b), but subject to subsection (d):
(1) 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;
(2) 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
(3) an implied warranty may also be excluded or modified by course of dealing, course of performance or usage of trade.
(d) Warranties against interference and infringement.
--To exclude or modify a warranty against interference or against infringement (section 2A211) 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.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 2A2 - Formation and Construction of Lease Contract › Section 2A215 - Cumulation and conflict of warranties express or implied

§ 2A215. Cumulation and conflict of warranties express or
implied.
Warranties, whether express or implied, must be construed as consistent with each other and as cumulative, but if that construction is unreasonable, the intention of the parties determines which warranty is dominant. In ascertaining that intention, the following rules apply:
(1) Exact or technical specifications displace an inconsistent sample or model or general language of description.
(2) A sample from an existing bulk displaces inconsistent general language of description.
(3) Express warranties displace inconsistent implied warranties other than an implied warranty of fitness for a particular purpose.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 2A2 - Formation and Construction of Lease Contract › Section 2A216 - Third party beneficiaries of express and implied warranties

§ 2A216. Third party beneficiaries of express and implied
warranties.
A warranty to or for the benefit of a lessee under this division, 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.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 2A2 - Formation and Construction of Lease Contract › Section 2A217 - Identification

§ 2A217. Identification.
Identification of goods as goods to which a lease contract refers may be made at any time and in any manner explicitly agreed to by the parties. In the absence of explicit agreement, identification occurs:
(1) when the lease contract is made, if the lease contract is for a lease of goods that are existing and identified;
(2) when the goods are shipped, marked or otherwise designated by the lessor as goods to which the lease contract refers, if the lease contract is for a lease of goods that are not existing and identified; or
(3) when the young are conceived, if the lease contract is for a lease of unborn young of animals.
Cross References.
Section 2A217 is referred to in section 2A522 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 2A2 - Formation and Construction of Lease Contract › Section 2A218 - Insurance and proceeds

§ 2A218. Insurance and proceeds.
(a) Insurable interest of lessee.
--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.
(b) Substitution of goods by lessor.
--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.
(c) Duration of insurable interest of lessor.
-- Notwithstanding a lessee's insurable interest under subsections (a) and (b), 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.
(d) Other insurable interests unimpaired.
--Nothing in this section impairs any insurable interest recognized under any other statute or rule of law.
(e) Agreement to determine obligations of parties.
--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.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 2A2 - Formation and Construction of Lease Contract › Section 2A219 - Risk of loss

§ 2A219. Risk of loss.
(a) General rule.
--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.
(b) Time of passage to lessee.
--Subject to the provisions of this division on the effect of default on risk of loss (section 2A220), if risk of loss is to pass to the lessee and the time of passage is not stated, the following rules apply:
(1) 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.
(2) 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.
(3) In any case not within paragraph (1) or (2), 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.
Cross References.
Section 2A219 is referred to in sections 2A221, 2A529 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 2A2 - Formation and Construction of Lease Contract › Section 2A220 - Effect of default on risk of loss

§ 2A220. Effect of default on risk of loss.
(a) Default by lessor.
--Where risk of loss is to pass to the lessee and the time of passage is not stated:
(1) 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.
(2) 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.
(b) Default by lessee.
--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.
Cross References.
Section 2A220 is referred to in section 2A219 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 2A2 - Formation and Construction of Lease Contract › Section 2A221 - Casualty to identified goods

§ 2A221. Casualty to identified goods.
If a lease contract requires goods identified when the lease contract is made, and the goods suffer casualty without fault of the lessee, the lessor or the supplier before delivery, or the goods suffer casualty before risk of loss passes to the lessee pursuant to the lease agreement or section 2A219 (relating to risk of loss), then:
(1) if the loss is total, the lease contract is avoided; and
(2) if the loss is partial or the goods have so deteriorated as to no longer conform to the lease contract, the lessee may nevertheless demand inspection and at 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.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 2A3 - Effect of Lease Contract › Section 2A301 - Enforceability of lease contract

§ 2A301. Enforceability of lease contract.
Except as otherwise provided in this division, 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.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 2A3 - Effect of Lease Contract › Section 2A302 - Title to and possession of goods

§ 2A302. Title to and possession of goods.
Except as otherwise provided in this division, each provision of this division 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.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 2A3 - Effect of Lease Contract › Section 2A304 - Subsequent lease of goods by lessor

§ 2A304. Subsequent lease of goods by lessor.
(a) General rule.
--Subject to section 2A303 (relating to alienability of party's interest under lease contract or of lessor's residual interest in goods; delegation of performance; transfer of rights), 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 (b) and section 2A527(d) (relating to lessor's rights to dispose of goods), 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:
(1) the lessor's transferor was deceived as to the identity of the lessor;
(2) the delivery was in exchange for a check which is later dishonored;
(3) it was agreed that the transaction was to be a "cash sale"; or
(4) the delivery was procured through fraud punishable as larcenous under the criminal law.
(b) Merchants regularly dealing in goods.
--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.
(c) Goods covered by certificate of title.
--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 Commonwealth or of another jurisdiction takes no greater rights than those provided both by this section and by the certificate of title statute.
Cross References.
Section 2A304 is referred to in sections 2A104, 2A105, 7209, 7503 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 2A3 - Effect of Lease Contract › Section 2A305 - Sale or sublease of goods by lessee

§ 2A305. Sale or sublease of goods by lessee.
(a) General rule.
--Subject to the provisions of section 2A303 (relating to alienability of party's interest under lease contract or of lessor's residual interest in goods; delegation of performance; transfer of rights), 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 (b) and section 2A511(d) (relating to merchant lessee's duties as to rightfully rejected goods), 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:
(1) the lessor was deceived as to the identity of the lessee;
(2) the delivery was in exchange for a check which is later dishonored; or
(3) the delivery was procured through fraud punishable as larcenous under the criminal law.
(b) Merchants regularly dealing in goods.
--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.
(c) Goods covered by certificate of title.
--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 Commonwealth or of another jurisdiction takes no greater rights than those provided both by this section and by the certificate of title statute.
Cross References.
Section 2A305 is referred to in sections 2A104, 2A105, 7209, 7503 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 2A3 - Effect of Lease Contract › Section 2A306 - Priority of certain liens arising by operation of law

§ 2A306. 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 division 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.
Cross References.
Section 2A306 is referred to in section 2A307 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 2A3 - Effect of Lease Contract › Section 2A307 - Priority of liens arising by attachment or levy on, security interests in, and other claims to goods

§ 2A307. Priority of liens arising by attachment or levy on,
security interests in, and other claims to goods.
(a) Creditor of lessee.
--Except as otherwise provided in section 2A306 (relating to priority of certain liens arising by operation of law), a creditor of a lessee takes subject to the lease contract.
(b) Creditor of lessor.
--Except as otherwise provided in subsection (c) and in sections 2A306 and 2A308 (relating to special rights of creditors), 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.
(c) Lessee.
--Except as otherwise provided in sections 9317 (relating to interests which take priority over or take free of security interest or agricultural lien), 9321 (relating to licensee of general intangible and lessee of goods in ordinary course of business) and 9323 (relating to future advances), a lessee takes a leasehold interest subject to a security interest held by a creditor of the lessor.
(d) Lessee not in ordinary course of business.
--(Deleted by amendment). (June 8, 2001, P.L.123, No.18, eff. July 1, 2001)
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 2A3 - Effect of Lease Contract › Section 2A308 - Special rights of creditors

§ 2A308. Special rights of creditors.
(a) Creditor of lessor.
--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.
(b) Nonimpairment of rights of creditor of lessor.
--Nothing in this division impairs the rights of creditors of a lessor if the lease contract:
(1) 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
(2) is made under circumstances which under any statute or rule of law apart from this division would constitute the transaction a fraudulent transfer or voidable preference.
(c) Creditor of seller.
--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.
Cross References.
Section 2A308 is referred to in sections 2A307, 7504 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 2A3 - Effect of Lease Contract › Section 2A310 - Lessor's and lessee's rights when goods become accessions

§ 2A310. Lessor's and lessee's rights when goods become
accessions.
(a) Definition.
--Goods are "accessions" when they are installed in or affixed to other goods.
(b) Priority of interest before accession.
--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 (d).
(c) Priority of interest on or after accession.
--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 (d) 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.
(d) Subordination to interest in the whole.
--The interest of a lessor or a lessee under a lease contract described in subsection (b) or (c) is subordinate to the interest of:
(1) 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
(2) 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.
(e) Removal of goods if interest has priority.
--When under subsections (b) or (c) and (d) 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:
(1) 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 division; or
(2) if necessary to enforce his other rights and remedies under this division; 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.
Cross References.
Section 2A310 is referred to in section 2A103 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 2A4 - Performance of Lease Contract: Repudiated, Substituted and Excused › Section 2A401 - Insecurity: adequate assurance of performance

§ 2A401. Insecurity: adequate assurance of performance.
(a) General rule.
--A lease contract imposes an obligation on each party that the other's expectation of receiving due performance will not be impaired.
(b) Demand for adequate assurance of performance.
--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.
(c) Failure to provide adequate assurance of performance.
--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.
(d) Reasonableness and adequacy between merchants.
--Between merchants, the reasonableness of grounds for insecurity and the adequacy of any assurance offered must be determined according to commercial standards.
(e) Effect of acceptance of nonconforming delivery or payment.
--Acceptance of any nonconforming delivery or payment does not prejudice the aggrieved party's right to demand adequate assurance of future performance.
Cross References.
Section 2A401 is referred to in sections 2A402, 2A403 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 2A4 - Performance of Lease Contract: Repudiated, Substituted and Excused › Section 2A402 - Anticipatory repudiation

§ 2A402. 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:
(1) for a commercially reasonable time, await retraction of repudiation and performance by the repudiating party;
(2) make demand pursuant to section 2A401 (relating to insecurity: adequate assurance of performance) and await assurance of future performance adequate under the circumstances of the particular case; or
(3) resort to any right or remedy upon default under the lease contract or this division, 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 division on the lessor's right to identify goods to the lease contract notwithstanding default or to salvage unfinished goods (section 2A524).
Cross References.
Section 2A402 is referred to in sections 2A508, 2A529 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 2A4 - Performance of Lease Contract: Repudiated, Substituted and Excused › Section 2A403 - Retraction of anticipatory repudiation

§ 2A403. Retraction of anticipatory repudiation.
(a) When allowable.
--Until the repudiating party's next performance is due, the repudiating party can retract the repudiation unless, since the repudiation, the aggrieved party has canceled the lease contract or materially changed the aggrieved party's position or otherwise indicated that the aggrieved party considers the repudiation final.
(b) Method.
--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 section 2A401 (relating to insecurity: adequate assurance of performance).
(c) Effect on contract rights.
--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.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 2A4 - Performance of Lease Contract: Repudiated, Substituted and Excused › Section 2A404 - Substituted performance

§ 2A404. Substituted performance.
(a) Manner of delivery.
--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 must be tendered and accepted.
(b) Manner of payment.
--If the agreed means or manner of payment fails because of domestic or foreign governmental regulation:
(1) 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
(2) 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.
Cross References.
Section 2A404 is referred to in section 2A405 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 2A4 - Performance of Lease Contract: Repudiated, Substituted and Excused › Section 2A405 - Excused performance

§ 2A405. Excused performance.
Subject to section 2A404 (relating to substituted performance), the following rules apply:
(1) Delay in delivery or nondelivery in whole or in part by a lessor or a supplier who complies with paragraphs (2) and (3) 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.
(2) If the causes mentioned in paragraph (1) 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.
(3) 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 (2), of the estimated quota thus made available for the lessee.
Cross References.
Section 2A405 is referred to in section 2A406 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 2A4 - Performance of Lease Contract: Repudiated, Substituted and Excused › Section 2A406 - Procedure on excused performance

§ 2A406. Procedure on excused performance.
(a) Right of lessee to terminate or modify contract.
--If the lessee receives notification of a material or indefinite delay or an allocation justified under section 2A405 (relating to excused performance), 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 (section 2A510):
(1) terminate the lease contract (section 2A505(b)); or
(2) 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.
(b) Time limitation on modification.
--If, after receipt of a notification from the lessor under section 2A405, 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.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 2A4 - Performance of Lease Contract: Repudiated, Substituted and Excused › Section 2A407 - Irrevocable promises: finance leases

§ 2A407. Irrevocable promises: finance leases.
(a) General rule.
--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.
(b) Effect of irrevocable and independent promise.
--A promise that has become irrevocable and independent under subsection (a):
(1) is effective and enforceable between the parties, and by or against third parties including assignees of the parties; and
(2) is not subject to cancellation, termination, modification, repudiation, excuse or substitution without the consent of the party to whom the promise runs.
(c) Limitation on applicability of section.
--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.
Cross References.
Section 2A407 is referred to in section 2A508 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 2A5 - Default › Section 2A501 - Default: procedure

§ 2A501. Default: procedure.
(a) Determination of default.--
Whether the lessor or the lessee is in default under a lease contract is determined by the lease agreement and this division.
(b) Available rights and remedies.--
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 division and, except as limited by this division, as provided in the lease agreement.
(c) Methods of enforcement of contract.--
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 division.
(d) Rights and remedies cumulative.--
Except as otherwise provided in section 1305(a) (relating to remedies to be liberally administered) or this division or the lease agreement, the rights and remedies referred to in subsections (b) and (c) are cumulative.
(e) Agreements covering real property and goods.--
If the lease agreement covers both real property and goods, the party seeking enforcement may proceed under this chapter 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 chapter does not apply.
(Apr. 16, 2008, P.L.57, No.13, eff. 60 days)
2008 Amendment.
Act 13 amended subsec. (d).
Cross References.
Section 2A501 is referred to in section 2A303 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 2A5 - Default › Section 2A502 - Notice after default

§ 2A502. Notice after default.
Except as otherwise provided in this division 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.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 2A5 - Default › Section 2A503 - Modification or impairment of rights and remedies

§ 2A503. Modification or impairment of rights and remedies.
(a) Provisions in lease agreements.
--Except as otherwise provided in this division, the lease agreement may include rights and remedies for default in addition to or in substitution for those provided in this division and may limit or alter the measure of damages recoverable under this division.
(b) Specified remedy construed as optional.
--Resort to a remedy provided under this division 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 division.
(c) Consequential damages.
--Consequential damages may be liquidated under section 2A504 (relating to liquidation of damages), 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.
(d) Other rights and remedies unimpaired.
--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 division.
Cross References.
Section 2A503 is referred to in sections 2A518, 2A519, 2A527 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 2A5 - Default › Section 2A504 - Liquidation of damages

§ 2A504. Liquidation of damages.
(a) General rule.
--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.
(b) Invalidity or failure of purpose of remedy.
--If the lease agreement provides for liquidation of damages, and such provision does not comply with subsection (a), 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 division.
(c) Right of lessee to restitution.
--If the lessor justifiably withholds or stops delivery of goods because of the lessee's default or insolvency (section 2A525 or 2A526), the lessee is entitled to restitution of any amount by which the sum of his payments exceeds:
(1) the amount to which the lessor is entitled by virtue of terms liquidating the lessor's damages in accordance with subsection (a); or
(2) in the absence of those terms, 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 $500.
(d) Restitution subject to offset.
--A lessee's right to restitution under subsection (c) is subject to offset to the extent the lessor establishes:
(1) a right to recover damages under the provisions of this division other than subsection (a); and
(2) the amount or value of any benefits received by the lessee directly or indirectly by reason of the lease contract.
Cross References.
Section 2A504 is referred to in sections 2A503, 2A518, 2A519, 2A527, 2A528 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 2A5 - Default › Section 2A505 - Cancellation and termination and effect of cancellation, termination, rescission or fraud on rights and remedies

§ 2A505. Cancellation and termination and effect of
cancellation, termination, rescission or fraud on
rights and remedies.
(a) Cancellation of contract.
--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 canceling party also retains any remedy for default of the whole lease contract or any unperformed balance.
(b) Termination of contract.
--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.
(c) Damage claim for antecedent default.
--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.
(d) Misrepresentation or fraud.
--Rights and remedies for material misrepresentation or fraud include all rights and remedies available under this division for default.
(e) Inconsistency of claim or remedy.
--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.
Cross References.
Section 2A505 is referred to in sections 2A406, 2A508, 2A523 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 2A5 - Default › Section 2A506 - Statute of limitations

§ 2A506. Statute of limitations.
(a) General rule.
--An action for default under a lease contract, including breach of warranty or indemnity, must be commenced within four years after the cause of action accrued. By the original lease contract the parties may reduce the period of limitation to not less than one year.
(b) Accrual of cause of action.
--A cause of action for default accrues when the act or omission on which the default or breach of warranty is based is or should have been discovered by the aggrieved party, or when the default occurs, whichever is later. A cause of action for indemnity accrues when the act or omission on which the claim for indemnity is based is or should have been discovered by the indemnified party, whichever is later.
(c) New action after termination of another.
--If an action commenced within the time limited by subsection (a) is so terminated as to leave available a remedy by another action for the same default or breach of warranty or indemnity, the other action may be commenced after the expiration of the time limited and within six months after the termination of the first action unless the termination resulted from voluntary discontinuance or from dismissal for failure or neglect to prosecute.
(d) Unaffected laws and actions.
--This section does not alter the law on tolling of the statute of limitations nor does it apply to causes of action that have accrued before this division becomes effective.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 2A5 - Default › Section 2A507 - Proof of market rent: time and place

§ 2A507. Proof of market rent: time and place.
(a) Rent prevailing; general rule.
--Damages based on market rent (section 2A519 or 2A528) are determined according to the rent for the use of the goods concerned for a lease term identical to the remaining lease term of the original lease agreement and prevailing at the times specified in sections 2A519 (relating to lessee's damages for nondelivery, repudiation, default and breach of warranty in regard to accepted goods) and 2A528 (relating to lessor's damages for nonacceptance, failure to pay, repudiation or other default).
(b) Rent prevailing at other times.
--If evidence of rent for the use of the goods concerned for a lease term identical to the remaining lease term of the original lease agreement and prevailing at the times or places described in this division is not readily available, the rent prevailing within any reasonable time before or after the time described or at any other place or for a different lease term which in commercial judgment or under usage of trade would serve as a reasonable substitute for the one described may be used, making any proper allowance for the difference, including the cost of transporting the goods to or from the other place.
(c) Admissibility of new prevailing rent.
--Evidence of a relevant rent prevailing at a time or place or for a lease term other than the one described in this division offered by one party is not admissible unless and until he has given the other party notice the court finds sufficient to prevent unfair surprise.
(d) Admissibility of market quotations.
--If the prevailing rent or value of any goods regularly leased in any established market is in issue, reports in official publications or trade journals or in newspapers or periodicals of general circulation published as the reports of that market are admissible in evidence. The circumstances of the preparation of the report may be shown to affect its weight but not its admissibility.