reglab/statecodes huggingface dataset:
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 2A5 - Default › Section 2A508 - Lessee's remedies

§ 2A508. Lessee's remedies.
(a) General rule.
--If a lessor fails to deliver the goods in conformity to the lease contract (section 2A509) or repudiates the lease contract (section 2A402), or a lessee rightfully rejects the goods (section 2A509) or justifiably revokes acceptance of the goods (section 2A517), then with respect to any goods involved, and with respect to all of the goods if under an installment lease contract the value of the whole lease contract is substantially impaired (section 2A510), the lessor is in default under the lease contract and the lessee may:
(1) cancel the lease contract (section 2A505(a));
(2) recover so much of the rent and security as has been paid and is just under the circumstances;
(3) cover and recover damages as to all goods affected, whether or not they have been identified to the lease contract (sections 2A518 and 2A520), or recover damages for nondelivery (sections 2A519 and 2A520); and
(4) exercise any other rights or pursue any other remedies provided in the lease contract.
(b) Recovery of nondelivered goods.
--If a lessor fails to deliver the goods in conformity to the lease contract or repudiates the lease contract, the lessee may also:
(1) if the goods have been identified, recover them
(section 2A522); or
(2) in a proper case, obtain specific performance or replevy the goods (section 2A521).
(c) Rights and remedies for other defaults.
--If a lessor is otherwise in default under a lease contract, the lessee may exercise the rights and pursue the remedies provided in the lease contract, which may include a right to cancel the lease, and in section 2A519(c) (relating to lessee's damages for nondelivery, repudiation, default and breach of warranty in regard to accepted goods).
(d) Damages for breach of warranty.
--If a lessor has breached a warranty, whether express or implied, the lessee may recover damages (section 2A519(d)).
(e) Security interest in goods in lessee's possession.
--On rightful rejection or justifiable revocation of acceptance, a lessee has a security interest in goods in the lessee's possession or control for any rent and security that has been paid and any expenses reasonably incurred in their inspection, receipt, transportation, and care and custody and may hold those goods and dispose of them in good faith and in a commercially reasonable manner, subject to section 2A527(e) (relating to lessor's rights to dispose of goods).
(f) Deduction of damages from rent due.
--Subject to the provisions of section 2A407 (relating to irrevocable promises: finance leases), a lessee, on notifying the lessor of the lessee's intention to do so, may deduct all or any part of the damages resulting from any default under the lease contract from any part of the rent still due under the same lease contract.
Cross References.
Section 2A508 is referred to in sections 2A511, 2A512, 2A518, 2A527, 9102, 9109, 9110, 9309, 9325 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 2A5 - Default › Section 2A509 - Lessee's rights on improper delivery; rightful rejection

§ 2A509. Lessee's rights on improper delivery; rightful
rejection.
(a) General rule.
--Subject to the provisions of section 2A510 (relating to installment lease contracts: rejection and default) on default in installment lease contracts, if the goods or the tender or delivery fail in any respect to conform to the lease contract, the lessee may reject or accept the goods or accept any commercial unit or units and reject the rest of the goods.
(b) Effectiveness of rejection.
--Rejection of goods is ineffective unless it is within a reasonable time after tender or delivery of the goods and the lessee seasonably notifies the lessor.
Cross References.
Section 2A509 is referred to in sections 2A508, 2A515 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 2A5 - Default › Section 2A510 - Installment lease contracts: rejection and default

§ 2A510. Installment lease contracts: rejection and default.
(a) General rule.
--Under an installment lease contract, a lessee may reject any delivery that is nonconforming if the nonconformity substantially impairs the value of that delivery and cannot be cured or the nonconformity is a defect in the required documents; but if the nonconformity does not fall within subsection (b) and the lessor or the supplier gives adequate assurance of its cure, the lessee must accept that delivery.
(b) Impairment of contract as a whole.
--Whenever nonconformity or default with respect to one or more deliveries substantially impairs the value of the installment lease contract as a whole, there is a default with respect to the whole. But, the aggrieved party reinstates the installment lease contract as a whole if the aggrieved party accepts a nonconforming delivery without seasonably notifying of cancellation or brings an action with respect only to past deliveries or demands performance as to future deliveries.
Cross References.
Section 2A510 is referred to in sections 2A406, 2A508, 2A509, 2A523 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 2A5 - Default › Section 2A511 - Merchant lessee's duties as to rightfully rejected goods

§ 2A511. Merchant lessee's duties as to rightfully rejected
goods.
(a) General rule.
--Subject to any security interest of a lessee (section 2A508(e)), if a lessor or a supplier has no agent or place of business at the market of rejection, a merchant lessee, after rejection of goods in his possession or control, shall follow any reasonable instructions received from the lessor or the supplier with respect to the goods. In the absence of those instructions, a merchant lessee shall make reasonable efforts to sell, lease or otherwise dispose of the goods for the lessor's account if they threaten to decline in value speedily. Instructions are not reasonable if on demand indemnity for expenses is not forthcoming.
(b) Reimbursement of expenses and commission.
--If a merchant lessee (subsection (a)) or any other lessee (section 2A512) disposes of goods, he is entitled to reimbursement either from the lessor or the supplier or out of the proceeds for reasonable expenses of caring for and disposing of the goods and, if the expenses include no disposition commission, to such commission as is usual in the trade, or if there is none, to a reasonable sum not exceeding 10% of the gross proceeds.
(c) Good faith conduct.
--In complying with this section or section 2A512 (relating to lessee's duties as to rightfully rejected goods), the lessee is held only to good faith. Good faith conduct hereunder is neither acceptance or conversion nor the basis of an action for damages.
(d) Rights of good faith purchaser.
--A purchaser who purchases in good faith from a lessee pursuant to this section or section 2A512 takes the goods free of any rights of the lessor and the supplier even though the lessee fails to comply with one or more of the requirements of this division.
Cross References.
Section 2A511 is referred to in sections 2A305, 2A512 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 2A5 - Default › Section 2A512 - Lessee's duties as to rightfully rejected goods

§ 2A512. Lessee's duties as to rightfully rejected goods.
(a) General rule.
--Except as otherwise provided with respect to goods that threaten to decline in value speedily (section 2A511) and subject to any security interest of a lessee (section 2A508(e)):
(1) the lessee, after rejection of goods in the lessee's possession, shall hold them with reasonable care at the lessor's or the supplier's disposition for a reasonable time after the lessee's seasonable notification of rejection;
(2) if the lessor or the supplier gives no instructions within a reasonable time after notification of rejection, the lessee may store the rejected goods for the lessor's or the supplier's account or ship them to the lessor or the supplier or dispose of them for the lessor's or the supplier's account with reimbursement in the manner provided in section 2A511
(relating to merchant lessee's duties as to rightfully rejected goods); but
(3) the lessee has no further obligations with regard to goods rightfully rejected.
(b) Action of lessee not acceptance or conversion.
--Action by the lessee pursuant to subsection (a) is not acceptance or conversion.
Cross References.
Section 2A512 is referred to in section 2A511 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 2A5 - Default › Section 2A513 - Cure by lessor of improper tender or delivery; replacement

§ 2A513. Cure by lessor of improper tender or delivery;
replacement.
(a) General rule.
--If any tender or delivery by the lessor or the supplier is rejected because nonconforming and the time for performance has not yet expired, the lessor or the supplier may seasonably notify the lessee of the lessor's or the supplier's intention to cure and may then make a conforming delivery within the time provided in the lease contract.
(b) Substitution of conforming tender.
--If the lessee rejects a nonconforming tender that the lessor or the supplier had reasonable grounds to believe would be acceptable with or without money allowance, the lessor or the supplier may have a further reasonable time to substitute a conforming tender if he seasonably notifies the lessee.
Cross References.
Section 2A513 is referred to in section 2A514 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 2A5 - Default › Section 2A514 - Waiver of lessee's objections

§ 2A514. Waiver of lessee's objections.
(a) General rule.
--In rejecting goods, a lessee's failure to state a particular defect that is ascertainable by reasonable inspection precludes the lessee from relying on the defect to justify rejection or to establish default:
(1) if, stated seasonably, the lessor or the supplier could have cured it (section 2A513); or
(2) between merchants if the lessor or the supplier after rejection has made a request in writing for a full and final written statement of all defects on which the lessee proposes to rely.
(b) Payment against defective documents.
--A lessee's failure to reserve rights when paying rent or other consideration against documents precludes recovery of the payment for defects apparent in the documents. (Apr. 16, 2008, P.L.57, No.13, eff. 60 days)
2008 Amendment.
Act 13 amended subsec. (b).
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 2A5 - Default › Section 2A515 - Acceptance of goods

§ 2A515. Acceptance of goods.
(a) General rule.
--Acceptance of goods occurs after the lessee has had a reasonable opportunity to inspect the goods and:
(1) the lessee signifies or acts with respect to the goods in a manner that signifies to the lessor or the supplier that the goods are conforming or that the lessee will take or retain them in spite of their nonconformity; or
(2) the lessee fails to make an effective rejection of the goods (section 2A509(b)).
(b) Part of commercial unit.
--Acceptance of a part of any commercial unit is acceptance of that entire unit.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 2A5 - Default › Section 2A517 - Revocation of acceptance of goods

§ 2A517. Revocation of acceptance of goods.
(a) General rule.
--A lessee may revoke acceptance of a lot or commercial unit whose nonconformity substantially impairs its value to the lessee if the lessee has accepted it:
(1) except in the case of a finance lease, on the reasonable assumption that its nonconformity would be cured and it has not been seasonably cured; or
(2) without discovery of the nonconformity if the lessee's acceptance was reasonably induced either by the lessor's assurances or, except in the case of a finance lease, by the difficulty of discovery before acceptance.
(b) Revocation of acceptance if lessor defaults under lease contract.
--Except in the case of a finance lease that is not a consumer lease, a lessee may revoke acceptance of a lot or commercial unit if the lessor defaults under the lease contract and the default substantially impairs the value of that lot or commercial unit to the lessee.
(c) Revocation for other defaults by lessor.
--If the lease agreement so provides, the lessee may revoke acceptance of a lot or commercial unit because of other defaults by the lessor.
(d) Time and notice of revocation.
--Revocation of acceptance must occur within a reasonable time after the lessee discovers or should have discovered the ground for it and before any substantial change in condition of the goods which is not caused by the nonconformity. Revocation is not effective until the lessee notifies the lessor.
(e) Rights and duties of revoking lessee.
--A lessee who so revokes has the same rights and duties with regard to the goods involved as if the lessee had rejected them.
Cross References.
Section 2A517 is referred to in section 2A508 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 2A5 - Default › Section 2A518 - Cover; substitute goods

§ 2A518. Cover; substitute goods.
(a) Right and manner of cover.
--After default by a lessor under the lease contract of the type described in section 2A508(a) (relating to lessee's remedies) or, if agreed, after other default by the lessor, the lessee may cover by making any purchase or lease of or contract to purchase or lease goods in substitution for those due from the lessor.
(b) Damages recoverable.
--Except as otherwise provided with respect to damages liquidated in the lease agreement (section 2A504) or otherwise determined pursuant to agreement of the parties (sections 1302 and 2A503), if a lessee's cover is by lease agreement substantially similar to the original lease agreement and the new lease agreement is made in good faith and in a commercially reasonable manner, the lessee may recover from the lessor as damages:
(1) the present value, as of the date of the commencement of the term of the new lease agreement, of the rent under the new lease agreement applicable to that period of the new lease term which is comparable to the then remaining term of the original lease agreement minus the present value as of the same date of the total rent for the then remaining lease term of the original lease agreement; and
(2) any incidental or consequential damages less expenses saved in consequence of the lessor's default.
(c) Recovery in other cases.
--If a lessee's cover is by lease agreement that for any reason does not qualify for treatment under subsection (b), or is by purchase or otherwise, the lessee may recover from the lessor as if the lessee had elected not to cover and section 2A519 (relating to lessee's damages for nondelivery, repudiation, default and breach of warranty in regard to accepted goods) governs. (Apr. 16, 2008, P.L.57, No.13, eff. 60 days)
2008 Amendment.
Act 13 amended subsec. (b) intro. par.
Cross References.
Section 2A518 is referred to in sections 2A508, 2A519 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 2A5 - Default › Section 2A519 - Lessee's damages for nondelivery, repudiation, default and breach of warranty in regard to accepted goods

§ 2A519. Lessee's damages for nondelivery, repudiation, default
and breach of warranty in regard to accepted goods.
(a) Measure of damages for nondelivery or rejection.
--Except as otherwise provided with respect to damages liquidated in the lease agreement (section 2A504) or otherwise determined pursuant to agreement of the parties (sections 1302 and 2A503), if a lessee elects not to cover or a lessee elects to cover and the cover is by lease agreement that for any reason does not qualify for treatment under section 2A518(b) (relating to cover; substitute goods), or is by purchase or otherwise, the measure of damages for nondelivery or repudiation by the lessor or for rejection or revocation of acceptance by the lessee is the present value, as of the date of the default, of the then market rent minus the present value as of the same date of the original rent, computed for the remaining lease term of the original lease agreement, together with incidental and consequential damages, less expenses saved in consequence of the lessor's default.
(b) Determination of market rent.
--Market rent is to be determined as of the place for tender or, in cases of rejection after arrival or revocation of acceptance, as of the place of arrival.
(c) Measure of damages for nonconforming tender or delivery or other default.
--Except as otherwise agreed, if the lessee has accepted goods and given notification (section 2A516(c)), the measure of damages for nonconforming tender or delivery or other default by a lessor is the loss resulting in the ordinary course of events from the lessor's default as determined in any manner that is reasonable together with incidental and consequential damages, less expenses saved in consequence of the lessor's default.
(d) Measure of damages for breach of warranty.
--Except as otherwise agreed, the measure of damages for breach of warranty is the present value at the time and place of acceptance of the difference between the value of the use of the goods accepted and the value if they had been as warranted for the lease term, unless special circumstances show proximate damages of a different amount, together with incidental and consequential damages, less expenses saved in consequence of the lessor's default or breach of warranty. (Apr. 16, 2008, P.L.57, No.13, eff. 60 days)
2008 Amendment.
Act 13 amended subsec. (a).
Cross References.
Section 2A519 is referred to in sections 2A507, 2A508, 2A518 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 2A5 - Default › Section 2A520 - Lessee's incidental and consequential damages

§ 2A520. Lessee's incidental and consequential damages.
(a) Incidental damages.
--Incidental damages resulting from a lessor's default include expenses reasonably incurred in inspection, receipt, transportation, and care and custody of goods rightfully rejected or goods the acceptance of which is justifiably revoked, any commercially reasonable charges, expenses or commissions in connection with effecting cover, and any other reasonable expense incident to the default.
(b) Consequential damages.
--Consequential damages resulting from a lessor's default include:
(1) any loss resulting from general or particular requirements and needs of which the lessor at the time of contracting had reason to know and which could not reasonably be prevented by cover or otherwise; and
(2) injury to person or property proximately resulting from any breach of warranty.
Cross References.
Section 2A520 is referred to in section 2A508 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 2A5 - Default › Section 2A521 - Lessee's right to specific performance or replevin

§ 2A521. Lessee's right to specific performance or replevin.
(a) Specific performance.
--Specific performance may be decreed if the goods are unique or in other proper circumstances.
(b) Terms and conditions of decree for specific performance.
--A decree for specific performance may include any terms and conditions as to payment of the rent, damages or other relief that the court deems just.
(c) Replevin or other similar remedy.
--A lessee has a right of replevin, detinue, sequestration, claim and delivery, or the like for goods identified to the lease contract if after reasonable effort the lessee is unable to effect cover for those goods or the circumstances reasonably indicate that the effort will be unavailing.
Cross References.
Section 2A521 is referred to in section 2A508 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 2A5 - Default › Section 2A522 - Lessee's right to goods on lessor's insolvency

§ 2A522. Lessee's right to goods on lessor's insolvency.
(a) General rule.
--Subject to subsection (b) and even though the goods have not been shipped, a lessee who has paid a part or all of the rent and security for goods identified to a lease contract (section 2A217) on making and keeping good a tender of any unpaid portion of the rent and security due under the lease contract may recover the goods identified from the lessor if the lessor becomes insolvent within ten days after receipt of the first installment of rent and security.
(b) Goods to conform to contract.
--A lessee acquires the right to recover goods identified to a lease contract only if they conform to the lease contract.
Cross References.
Section 2A522 is referred to in section 2A508 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 2A5 - Default › Section 2A523 - Lessor's remedies

§ 2A523. Lessor's remedies.
(a) General rule.--
If a lessee wrongfully rejects or revokes acceptance of goods or fails to make a payment when due or repudiates with respect to a part or the whole, then, with respect to any goods involved, and with respect to all of the goods if under an installment lease contract the value of the whole lease contract is substantially impaired (section 2A510), the lessee is in default under the lease contract and the lessor may:
(1) Cancel the lease contract (section 2A505(a)).
(2) Proceed respecting goods not identified to the lease contract (section 2A524).
(3) Withhold delivery of the goods and take possession of goods previously delivered (section 2A525).
(4) Stop delivery of the goods by any bailee (section 2A526).
(5) Dispose of the goods and recover damages (section 2A527), or retain the goods and recover damages (section 2A528), or in a proper case recover rent (section 2A529).
(6) Exercise any other rights or pursue any other remedies provided in the lease contract.
(b) When lessor does not fully exercise right or obtain remedy.--
If a lessor does not fully exercise a right or obtain a remedy to which the lessor is entitled under subsection (a), the lessor may recover the loss resulting in the ordinary course of events from the lessee's default as determined in any reasonable manner, together with incidental damages, less expenses saved in consequence of the lessee's default.
(c) Other rights and remedies.--
If a lessee is otherwise in default under a lease contract, the lessor may exercise the rights and pursue the remedies provided in the lease contract, which may include a right to cancel the lease. In addition, unless otherwise provided in the lease contract:
(1) if the default substantially impairs the value of the lease contract to the lessor, the lessor may exercise the rights and pursue the remedies provided in subsection (a) or (b); or
(2) if the default does not substantially impair the value of the lease contract to the lessor, the lessor may recover as provided in subsection (b).
Cross References.
Section 2A523 is referred to in sections 2A524, 2A525, 2A527, 2A528, 2A529 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 2A5 - Default › Section 2A524 - Lessor's right to identify goods to lease contract

§ 2A524. Lessor's right to identify goods to lease contract.
(a) General rule.
--A lessor aggrieved under section 2A523(a) (relating to lessor's remedies) may:
(1) identify to the lease contract conforming goods not already identified if at the time the lessor learned of the default they were in the lessor's or the supplier's possession or control; and
(2) dispose of goods (section 2A527(a)) that demonstrably have been intended for the particular lease contract even though those goods are unfinished.
(b) Unfinished goods.
--If the goods are unfinished, in the exercise of reasonable commercial judgment for the purposes of avoiding loss and of effective realization, an aggrieved lessor or the supplier may either complete manufacture and wholly identify the goods to the lease contract or cease manufacture and lease, sell or otherwise dispose of the goods for scrap or salvage value or proceed in any other reasonable manner.
Cross References.
Section 2A524 is referred to in sections 2A402, 2A523 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 2A5 - Default › Section 2A525 - Lessor's right to possession of goods

§ 2A525. Lessor's right to possession of goods.
(a) Insolvency of lessee.
--If a lessor discovers the lessee to be insolvent, the lessor may refuse to deliver the goods.
(b) Default by lessee.
--After a default by the lessee under the lease contract of the type described in section 2A523(a) or (c)(1) (relating to lessor's remedies) or, if agreed, after other default by the lessee, the lessor has the right to take possession of the goods. If the lease contract so provides, the lessor may require the lessee to assemble the goods and make them available to the lessor at a place to be designated by the lessor which is reasonably convenient to both parties. Without removal, the lessor may render unusable any goods employed in trade or business, and may dispose of goods on the lessee's premises (section 2A527).
(c) Method of proceeding on default.
--The lessor may proceed under subsection (b) without judicial process if it can be done without breach of the peace or the lessor may proceed by action.
Cross References.
Section 2A525 is referred to in sections 2A504, 2A523, 2A527 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 2A5 - Default › Section 2A526 - Lessor's stoppage of delivery in transit or otherwise

§ 2A526. Lessor's stoppage of delivery in transit or otherwise.
(a) General rule.
--A lessor may stop delivery of goods in the possession of a carrier or other bailee if the lessor discovers the lessee to be insolvent and may stop delivery of carload, truckload, planeload or larger shipments of express or freight if the lessee repudiates or fails to make a payment due before delivery, whether for rent, security or otherwise under the lease contract, or for any other reason the lessor has a right to withhold or take possession of the goods.
(b) When lessor loses right.
--In pursuing its remedies under subsection (a), the lessor may stop delivery until:
(1) receipt of the goods by the lessee;
(2) acknowledgment to the lessee by any bailee of the goods, except a carrier, that the bailee holds the goods for the lessee; or
(3) such an acknowledgment to the lessee by a carrier via reshipment or as a warehouse.
(c) Notice and compliance.
--
(1) To stop delivery, a lessor shall so notify as to enable the bailee by reasonable diligence to prevent delivery of the goods.
(2) After notification, the bailee shall hold and deliver the goods according to the directions of the lessor, but the lessor is liable to the bailee for any ensuing charges or damages.
(3) A carrier who has issued a nonnegotiable bill of lading is not obliged to obey a notification to stop received from a person other than the consignor. (Apr. 16, 2008, P.L.57, No.13, eff. 60 days)
2008 Amendment.
Act 13 amended subsec. (b)(3).
Cross References.
Section 2A526 is referred to in sections 2A504, 2A523, 2A527, 7403, 7504 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 2A5 - Default › Section 2A527 - Lessor's rights to dispose of goods

§ 2A527. Lessor's rights to dispose of goods.
(a) General rule.--
After a default by a lessee under the lease contract of the type described in section 2A523(a) or (c)(1) (relating to lessor's remedies) or after the lessor refuses to deliver or takes possession of goods (section 2A525 or 2A526) or, if agreed, after other default by a lessee, the lessor may dispose of the goods concerned or the undelivered balance thereof by lease, sale or otherwise.
(b) Damages recoverable.--
Except as otherwise provided with respect to damages liquidated in the lease agreement (section 2A504) or otherwise determined pursuant to agreement of the parties (sections 1302 and 2A503), if the disposition is by lease agreement substantially similar to the original lease agreement and the lease agreement is made in good faith and in a commercially reasonable manner, the lessor may recover from the lessee as damages:
(1) accrued and unpaid rent as of the date of the commencement of the term of the new lease agreement;
(2) the present value, as of the same date, of the total rent for the then remaining lease term of the original lease agreement minus the present value, as of the same date, of the rent under the new lease agreement applicable to that period of the new lease term which is comparable to the then remaining term of the original lease agreement; and
(3) any incidental damages allowed under section 2A530 (relating to lessor's incidental damages), less expenses saved in consequence of the lessee's default.
(c) Recovery in other cases.--
If the lessor's disposition is by lease agreement that for any reason does not qualify for treatment under subsection (b), or is by sale or otherwise, the lessor may recover from the lessee as if the lessor had elected not to dispose of the goods and section 2A528 (relating to lessor's damages for nonacceptance, failure to pay, repudiation or other default) governs.
(d) Rights of good faith buyer or lessee.--
A subsequent buyer or lessee who buys or leases from the lessor in good faith for value as a result of a disposition under this section takes the goods free of the original lease contract and any rights of the original lessee even though the lessor fails to comply with one or more of the requirements of this division.
(e) Accountability for profits.--
The lessor is not accountable to the lessee for any profit made on any disposition. A lessee who has rightfully rejected or justifiably revoked acceptance shall account to the lessor for any excess over the amount of the lessee's security interest (section 2A508(e)).
(Apr. 16, 2008, P.L.57, No.13, eff. 60 days)
2008 Amendment.
Act 13 amended subsec. (b) intro. par.
Cross References.
Section 2A527 is referred to in sections 2A304, 2A508, 2A523, 2A524, 2A525, 2A528, 2A529 of this title; section 57A20 of Title 53 (Municipalities Generally); section 512.1 of Title 66 (Public Utilities).
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 2A5 - Default › Section 2A528 - Lessor's damages for nonacceptance, failure to pay, repudiation or other default

§ 2A528. Lessor's damages for nonacceptance, failure to pay,
repudiation or other default.
(a) General rule.
--Except as otherwise provided with respect to damages liquidated in the lease agreement (section 2A504) or otherwise determined pursuant to agreement of the parties (sections 1302 and 2A523), if a lessor elects to retain the goods or a lessor elects to dispose of the goods and the disposition is by lease agreement that for any reason does not qualify for treatment under section 2A527(b) (relating to lessor's rights to dispose of goods), or is by sale or otherwise, the lessor may recover from the lessee as damages for a default of the type described in section 2A523(a) or (c)(1) (relating to lessor's remedies) or, if agreed, for other default of the lessee:
(1) accrued and unpaid rent as of the date of default if the lessee has never taken possession of the goods or, if the lessee has taken possession of the goods, as of the date the lessor repossesses the goods or an earlier date on which the lessee makes a tender of the goods to the lessor;
(2) the present value as of the date determined under paragraph (1) of the total rent for the then remaining lease term of the original lease agreement minus the present value as of the same date of the market rent at the place where the goods are located computed for the same lease term; and
(3) any incidental damages allowed under section 2A530
(relating to lessor's incidental damages), less expenses saved in consequence of the lessee's default.
(b) Exception.
--If the measure of damages provided in subsection (a) is inadequate to put a lessor in as good a position as performance would have, the measure of damages is the present value of the profit, including reasonable overhead, the lessor would have made from full performance by the lessee, together with any incidental damages allowed under section 2A530, due allowance for costs reasonably incurred and due credit for payments or proceeds of disposition. (Apr. 16, 2008, P.L.57, No.13, eff. 60 days)
2008 Amendment.
Act 13 amended subsec. (a) intro. par.
Cross References.
Section 2A528 is referred to in sections 2A507, 2A523, 2A527, 2A529 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 2A5 - Default › Section 2A530 - Lessor's incidental damages

§ 2A530. Lessor's incidental damages.
Incidental damages to an aggrieved lessor include any commercially reasonable charges, expenses or commissions incurred in stopping delivery, in the transportation, care and custody of goods after the lessee's default, in connection with return or disposition of the goods, or otherwise resulting from the default.
Cross References.
Section 2A530 is referred to in sections 2A527, 2A528, 2A529 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 2A5 - Default › Section 2A531 - Standing to sue third parties for injury to goods

§ 2A531. Standing to sue third parties for injury to goods.
(a) General rule.
--If a third party so deals with goods that have been identified to a lease contract as to cause actionable injury to a party to the lease contract:
(1) the lessor has a right of action against the third party; and
(2) the lessee also has a right of action against the third party if the lessee:
(i) has a security interest in the goods;
(ii) has an insurable interest in the goods; or
(iii) bears the risk of loss under the lease contract or has since the injury assumed that risk as against the lessor and the goods have been converted or destroyed.
(b) Status of plaintiff as fiduciary.
--If at the time of the injury the party plaintiff did not bear the risk of loss as against the other party to the lease contract and there is no arrangement between them for disposition of the recovery, his suit or settlement, subject to his own interest, is as a fiduciary for the other party to the lease contract.
(c) Consent of parties as to suing.
--Either party with the consent of the other may sue for the benefit of whom it may concern.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 2A5 - Default › Section 2A532 - Lessor's rights to residual interest

§ 2A532. Lessor's rights to residual interest.
In addition to any other recovery permitted by this division or other law, the lessor may recover from the lessee an amount that will fully compensate the lessor for any loss of or damage to the lessor's residual interest in the goods caused by the default of the lessee.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 31 - General Provisions and Definitions › Extra - Chapter Notes

Enactment.
Chapter 31 was added July 9, 1992, P.L.507, No.97, effective in one year.
Prior Provisions.
Former Chapter 31, which related to short title, form and interpretation, was added
            November 1, 1979, P.L.255, No.86, and repealed July 9, 1992, P.L.507, No.97, effective
            in one year.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 31 - General Provisions and Definitions › Section 3102 - Subject matter

§ 3102. Subject matter.
(a) Applicability.
--This division applies to negotiable instruments. It does not apply to money, to payment orders governed by Division 4A (relating to funds transfers) or to securities governed by Division 8 (relating to investment securities).
(b) Conflict.
--If there is conflict between this division and Division 4 (relating to bank deposits and collections) or 9 (relating to secured transactions), Division 4 and Division 9 govern.
(c) Federal Reserve regulations and operating circulars.
-- Regulations of the Board of Governors of the Federal Reserve System and operating circulars of the Federal Reserve banks supersede any inconsistent provision of this division to the extent of the inconsistency.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 31 - General Provisions and Definitions › Section 3105 - Issue of instrument

§ 3105. Issue of instrument.
(a) Definition of "issue".
--"Issue" means the first delivery of an instrument by the maker or drawer, whether to a holder or nonholder, for the purpose of giving rights on the instrument to any person.
(b) When certain instruments are binding on maker or drawer.
--An unissued instrument, or an unissued incomplete instrument that is completed, is binding on the maker or drawer, but nonissuance is a defense. An instrument that is conditionally issued or is issued for a special purpose is binding on the maker or drawer, but failure of the condition or special purpose to be fulfilled is a defense.
(c) Definition of "issuer".
--"Issuer" applies to issued and unissued instruments and means a maker or drawer of an instrument.
Cross References.
Section 3105 is referred to in section 3103 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 31 - General Provisions and Definitions › Section 3106 - Unconditional promise or order

§ 3106. Unconditional promise or order.
(a) When conditional.
--Except as provided in this section, for the purposes of section 3104(a) (relating to negotiable instrument), a promise or order is unconditional unless it states:
(1) an express condition to payment;
(2) that the promise or order is subject to or governed by another writing; or
(3) that rights or obligations with respect to the promise or order are stated in another writing. A reference to another writing does not of itself make the promise or order conditional.
(b) When promise or order not made conditional.
--A promise or order is not made conditional:
(1) by a reference to another writing for a statement of rights with respect to collateral, prepayment or acceleration; or
(2) because payment is limited to resort to a particular fund or source.
(c) Promise or order not made conditional when countersignature as condition to payment is required.
--If a promise or order requires, as a condition to payment, a countersignature by a person whose specimen signature appears on the promise or order, the condition does not make the promise or order conditional for the purposes of section 3104(a). If the person whose specimen signature appears on an instrument fails to countersign the instrument, the failure to countersign is a defense to the obligation of the issuer, but the failure does not prevent a transferee of the instrument from becoming a holder of the instrument.
(d) Promise or order not made conditional by containing certain statements required by law.
--If a promise or order at the time it is issued or first comes into possession of a holder contains a statement, required by applicable statutory or administrative law, to the effect that the rights of a holder or transferee are subject to claims or defenses that the issuer could assert against the original payee, the promise or order is not thereby made conditional for the purposes of section 3104(a); but if the promise or order is an instrument, there cannot be a holder in due course of the instrument.
Cross References.
Section 3106 is referred to in section 3302 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 31 - General Provisions and Definitions › Section 3107 - Instrument payable in foreign money

§ 3107. Instrument payable in foreign money.
Unless the instrument otherwise provides, an instrument that states the amount payable in foreign money may be paid in the foreign money or in an equivalent amount in dollars calculated by using the current bank-offered spot rate at the place of payment for the purchase of dollars on the day on which the instrument is paid.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 31 - General Provisions and Definitions › Section 3108 - Payable on demand or at definite time

§ 3108. Payable on demand or at definite time.
(a) Payable on demand.
--A promise or order is "payable on demand" if it:
(1) states that it is payable on demand or at sight or otherwise indicates that it is payable at the will of the holder; or
(2) does not state any time of payment.
(b) Payable at a definite time.
--A promise or order is "payable at a definite time" if it is payable on elapse of a definite period of time after sight or acceptance or at a fixed date or dates or at a time or times readily ascertainable at the time the promise or order is issued, subject to rights of:
(1) prepayment;
(2) acceleration;
(3) extension at the option of the holder; or
(4) extension to a further definite time at the option of the maker or acceptor or automatically upon or after a specified act or event.
(c) Payable upon demand made before fixed date.
--If an instrument, payable at a fixed date, is also payable upon demand made before the fixed date, the instrument is payable on demand until the fixed date and, if demand for payment is not made before that date, becomes payable at a definite time on the fixed date.
Cross References.
Section 3108 is referred to in section 3103 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 31 - General Provisions and Definitions › Section 3109 - Payable to bearer or to order

§ 3109. Payable to bearer or to order.
(a) Payable to bearer.
--A promise or order is payable to bearer if it:
(1) states that it is payable to bearer or to the order of bearer or otherwise indicates that the person in possession of the promise or order is entitled to payment;
(2) does not state a payee; or
(3) states that it is payable to or to the order of cash or otherwise indicates that it is not payable to an identified person.
(b) Payable to order.
--A promise or order that is not payable to bearer is payable to order if it is payable:
(1) to the order of an identified person; or
(2) to an identified person or order. A promise or order that is payable to order is payable to the identified person.
(c) Payable to an identified person.
--An instrument payable to bearer may become payable to an identified person if it is specially indorsed pursuant to section 3205(a) (relating to special indorsement; blank indorsement; anomalous indorsement). An instrument payable to an identified person may become payable to bearer if it is indorsed in blank pursuant to section 3205(b).
Cross References.
Section 3109 is referred to in section 3103 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 31 - General Provisions and Definitions › Section 3111 - Place of payment

§ 3111. Place of payment.
Except as otherwise provided for items in Division 4 (relating to bank deposits and collections), an instrument is payable at the place of payment stated in the instrument. If no place of payment is stated, an instrument is payable at the address of the drawee or maker stated in the instrument. If no address is stated, the place of payment is the place of business of the drawee or maker. If a drawee or maker has more than one place of business, the place of payment is any place of business of the drawee or maker chosen by the person entitled to enforce the instrument. If the drawee or maker has no place of business, the place of payment is the residence of the drawee or maker.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 31 - General Provisions and Definitions › Section 3112 - Interest

§ 3112. Interest.
(a) General rule.
--Unless otherwise provided in the instrument:
(1) an instrument is not payable with interest; and
(2) interest on an interest-bearing instrument is payable from the date of the instrument.
(b) Instrument may provide for interest.
--Interest may be stated in an instrument as a fixed or variable amount of money or it may be expressed as a fixed or variable rate or rates. The amount or rate of interest may be stated or described in the instrument in any manner and may require reference to information not contained in the instrument. If an instrument provides for interest, but the amount of interest payable cannot be ascertained from the description, interest is payable at the judgment rate in effect at the place of payment of the instrument and at the time interest first accrues.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 31 - General Provisions and Definitions › Section 3113 - Date of instrument

§ 3113. Date of instrument.
(a) Dated instrument.
--An instrument may be antedated or postdated. The date stated determines the time of payment if the instrument is payable at a fixed period after date. Except as provided in section 4401(c) (relating to when bank may charge account of customer), an instrument payable on demand is not payable before the date of the instrument.
(b) Undated instrument.
--If an instrument is undated, its date is the date of its issue or, in the case of an unissued instrument, the date it first comes into possession of a holder.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 31 - General Provisions and Definitions › Section 3115 - Incomplete instrument

§ 3115. Incomplete instrument.
(a) Definition of "incomplete instrument".
--"Incomplete instrument" means a signed writing, whether or not issued by the signer, the contents of which show at the time of signing that it is incomplete but that the signer intended it to be completed by the addition of words or numbers.
(b) Enforcement.
--Subject to subsection (c), if an incomplete instrument is an instrument under section 3104 (relating to negotiable instrument), it may be enforced according to its terms if it is not completed or according to its terms as augmented by completion. If an incomplete instrument is not an instrument under section 3104, but, after completion, the requirements of section 3104 are met, the instrument may be enforced according to its terms as augmented by completion.
(c) Alteration of incomplete instrument.
--If words or numbers are added to an incomplete instrument without authority of the signer, there is an alteration of the incomplete instrument under section 3407 (relating to alteration).
(d) Burden of establishing alteration.
--The burden of establishing that words or numbers were added to an incomplete instrument without authority of the signer is on the person asserting the lack of authority.
Cross References.
Section 3115 is referred to in sections 3103, 3412, 3413, 3414, 3415, 4207 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 31 - General Provisions and Definitions › Section 3116 - Joint and several liability; contribution

§ 3116. Joint and several liability; contribution.
(a) Joint and several liability.
--Except as otherwise provided in the instrument, two or more persons who have the same liability on an instrument as makers, drawers, acceptors, indorsers who indorse as joint payees, or anomalous indorsers are jointly and severally liable in the capacity in which they sign.
(b) Contribution.
--Except as provided in section 3419(e) (relating to instruments signed for accommodation) or by agreement of the affected parties, a party having joint and several liability who pays the instrument is entitled to receive from any party having the same joint and several liability contribution in accordance with applicable law.
(c) Discharge.
--Discharge of one party having joint and several liability by a person entitled to enforce the instrument does not affect the right under subsection (b) of a party having the same joint and several liability to receive contribution from the party discharged.