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2023 Vermont Statutes › Title 9A - Uniform Commercial Code › Article 2 - Sales › § 2—616. Procedure on notice claiming excuse

§ 2—616. Procedure on notice claiming excuse
(1) Where the buyer receives notification of a material or indefinite delay or an allocation justified under the preceding section he may by written notification to the seller as to any delivery concerned, and where the prospective deficiency substantially impairs the value of the whole contract under the provisions of this article relating to breach of installment contracts (§ 2—612), then also as to the whole:
(a) terminate and thereby discharge any unexecuted portion of the contract; or
(b) modify the contract by agreeing to take his available quota in substitution.
(2) If after receipt of such notification from the seller the buyer fails so to modify the contract within a reasonable time not exceeding 30 days the contract lapses with respect to any deliveries affected.
(3) The provisions of this section may not be negated by agreement except in so far as the seller has assumed a greater obligation under the preceding section.
2023 Vermont Statutes › Title 9A - Uniform Commercial Code › Article 2 - Sales › § 2—702. Seller’s remedies on discovery of buyer’s insolvency

§ 2—702. Seller’s remedies on discovery of buyer’s insolvency
(1) Where the seller discovers the buyer to be insolvent he may refuse delivery except for cash including payment for all goods theretofore delivered under the contract, and stop delivery under this article (§ 2—705).
(2) Where the seller discovers that the buyer has received goods on credit while insolvent he may reclaim the goods upon demand made within ten days after the receipt, but if misrepresentation of solvency has been made to the particular seller in writing within three months before delivery the ten day limitation does not apply. Except as provided in this subsection the seller may not base a right to reclaim goods on the buyer’s fraudulent or innocent misrepresentation of solvency or of intent to pay.
(3) The seller’s right to reclaim under subsection (2) is subject to the rights of a buyer in ordinary course or other good faith purchaser under this article (§ 2—403). Successful reclamation of goods excludes all other remedies with respect to them. (Amended 1993, No. 158 (Adj. Sess.) § 9, eff. Jan. 1, 1995.)
2023 Vermont Statutes › Title 9A - Uniform Commercial Code › Article 2 - Sales › § 2—703. Seller’s remedies in general

§ 2—703. Seller’s remedies in general
Where the buyer wrongfully rejects or revokes acceptance of goods or fails to make a payment due on or before delivery or repudiates with respect to a part or the whole, then with respect to any goods directly affected and, if the breach is of the whole contract (§ 2—612), then also with respect to the whole undelivered balance, the aggrieved seller may:
(a) withhold delivery of such goods;
(b) stop delivery by any bailee as hereafter provided (§ 2—705);
(c) proceed under the next section respecting goods still unidentified to the contract;
(d) resell and recover damages as hereafter provided (§ 2—706);
(e) recover damages for non-acceptance (§ 2—708) or in a proper case the price (§ 2—709);
(f) cancel.
2023 Vermont Statutes › Title 9A - Uniform Commercial Code › Article 2 - Sales › § 2—704. Seller’s right to identify goods to the contract notwithstanding breach or to salvage unfinished goods

§ 2—704. Seller’s right to identify goods to the contract notwithstanding breach or to salvage unfinished goods
(1) An aggrieved seller under the preceding section may:
(a) identify to the contract conforming goods not already identified if at the time he learned of the breach they are in his possession or control;
(b) treat as the subject of resale goods which have demonstrably been intended for the particular contract even though those goods are unfinished.
(2) Where the goods are unfinished an aggrieved seller may in the exercise of reasonable commercial judgment for the purposes of avoiding loss and of effective realization either complete the manufacture and wholly identify the goods to the contract or cease manufacture and resell for scrap or salvage value or proceed in any other reasonable manner.
2023 Vermont Statutes › Title 9A - Uniform Commercial Code › Article 2 - Sales › § 2—705. Seller’s stoppage of delivery in transit or otherwise

§ 2—705. Seller’s stoppage of delivery in transit or otherwise
(1) The seller may stop delivery of goods in the possession of a carrier or other bailee when he or she discovers the buyer to be insolvent (§ 2-702) and may stop delivery of carload, truckload, planeload, or larger shipments of express or freight when the buyer repudiates or fails to make a payment due before delivery or if for any other reason the seller has a right to withhold or reclaim the goods.
(2) As against such buyer the seller may stop delivery until:
(a) receipt of the goods by the buyer; or
(b) acknowledgment to the buyer by any bailee of the goods except a carrier that the bailee holds the goods for the buyer; or
(c) such acknowledgment to the buyer by a carrier by reshipment or as a warehouse; or
(d) negotiation to the buyer of any negotiable document of title covering the goods.
(3)(a) To stop delivery the seller must so notify as to enable the bailee by reasonable diligence to prevent delivery of the goods.
(b) After such notification the bailee must hold and deliver the goods according to the directions of the seller but the seller is liable to the bailee for any ensuing charges or damages.
(c) If a negotiable document of title has been issued for goods, the bailee is not obliged to obey a notification to stop until surrender of possession or control of the document.
(d) A carrier who has issued a non-negotiable bill of lading is not obliged to obey a notification to stop received from a person other than the consignor. (Amended 2015, No. 51, § B.5, eff. June 3, 2015.)
2023 Vermont Statutes › Title 9A - Uniform Commercial Code › Article 2 - Sales › § 2—706. Seller’s resale including contract for resale

§ 2—706. Seller’s resale including contract for resale
(1) Under the conditions stated in § 2—703 of this title on seller’s remedies, the seller may resell the goods concerned or the undelivered balance thereof. Where the resale is made in good faith and in a commercially reasonable manner the seller may recover the difference between the resale price and the contract price together with any incidental damages allowed under the provisions of this article (§ 2—710), but less expenses saved in consequence of the buyer’s breach.
(2) Except as otherwise provided in subsection (3) of this section or unless otherwise agreed resale may be at public or private sale including sale by way of one or more contracts to sell or of identification to an existing contract of the seller. Sale may be as a unit or in parcels and at any time and place and on any terms but every aspect of the sale including the method, manner, time, place and terms must be commercially reasonable. The resale must be reasonably identified as referring to the broken contract, but it is not necessary that the goods be in existence or that any or all of them have been identified to the contract before the breach.
(3) Where the resale is at private sale the seller must give the buyer reasonable notification of his intention to resell.
(4) Where the resale is at public sale:
(a) only identified goods can be sold except where there is a recognized market for a public sale of futures in goods of the kind; and
(b) it must be made at a usual place or market for public sale if one is reasonably available and except in the case of goods which are perishable or threaten to decline in value speedily the seller must give the buyer reasonable notice of the time and place of the resale; and
(c) if the goods are not to be within the view of those attending the sale the notification of sale must state the place where the goods are located and provide for their reasonable inspection by prospective bidders; and
(d) the seller may buy.
(5) A purchaser who buys in good faith at a resale takes the goods free of any rights of the original buyer even though the seller fails to comply with one or more of the requirements of this section.
(6) The seller is not accountable to the buyer for any profit made on any resale. A person in the position of a seller (§ 2—707) or a buyer who has rightfully rejected or justifiably revoked acceptance must account for any excess over the amount of his security interest, as hereinafter defined (§ 2—711(3)).
2023 Vermont Statutes › Title 9A - Uniform Commercial Code › Article 2 - Sales › § 2—707. “Person in the position of a seller”

§ 2—707. “Person in the position of a seller”
(1) A “person in the position of a seller” includes as against a principal an agent who has paid or become responsible for the price of goods on behalf of his principal or anyone who otherwise holds a security interest or other right in goods similar to that of a seller.
(2) A person in the position of a seller may as provided in this article withhold or stop delivery (§ 2—705) and resell (§ 2—706) and recover incidental damages (§ 2—710).
2023 Vermont Statutes › Title 9A - Uniform Commercial Code › Article 2 - Sales › § 2—708. Seller’s damages for non-acceptance or repudiation

§ 2—708. Seller’s damages for non-acceptance or repudiation
(1) Subject to subsection (2) of this section and to the provisions of this article with respect to proof of market price (§ 2—723), the measure of damages for non-acceptance or repudiation by the buyer is the difference between the market price at the time and place for tender and the unpaid contract price together with any incidental damages provided in this article (§ 2—710), but less expenses saved in consequence of the buyer’s breach.
(2) If the measure of damages provided in subsection (1) is inadequate to put the seller in as good a position as performance would have done then the measure of damages is the profit (including reasonable overhead) which the seller would have made from full performance by the buyer, together with any incidental damages provided in this article (§ 2—710), due allowance for costs reasonably incurred and due credit for payments or proceeds of resale.
2023 Vermont Statutes › Title 9A - Uniform Commercial Code › Article 2 - Sales › § 2—709. Action for the price

§ 2—709. Action for the price
(1) When the buyer fails to pay the price as it becomes due the seller may recover, together with any incidental damages under the next section, the price:
(a) of goods accepted or of conforming goods lost or damaged within a commercially reasonable time after risk of their loss has passed to the buyer; and
(b) of goods identified to the contract if the seller is unable after reasonable effort to resell them at a reasonable price or the circumstances reasonably indicate that such effort will be unavailing.
(2) Where the seller sues for the price he must hold for the buyer any goods which have been identified to the contract and are still in his control except that if resale becomes possible he may resell them at any time prior to the collection of the judgment. The net proceeds of any such resale must be credited to the buyer and payment of the judgment entitles him to any goods not resold.
(3) After the buyer has wrongfully rejected or revoked acceptance of the goods or has failed to make a payment due or has repudiated (§ 2—610), a seller who is held not entitled to the price under this section shall nevertheless be awarded damages for nonacceptance under the preceding section.
2023 Vermont Statutes › Title 9A - Uniform Commercial Code › Article 2 - Sales › § 2—710. Seller’s incidental damages

§ 2—710. Seller’s incidental damages
Incidental damages to an aggrieved seller include any commercially reasonable charges, expenses or commissions incurred in stopping delivery, in the transportation, care and custody of goods after the buyer’s breach, in connection with return or resale of the goods or otherwise resulting from the breach.
2023 Vermont Statutes › Title 9A - Uniform Commercial Code › Article 2 - Sales › § 2—711. Buyer’s remedies in general; buyer’s security interest in rejected goods

§ 2—711. Buyer’s remedies in general; buyer’s security interest in rejected goods
(1) Where the seller fails to make delivery or repudiates or the buyer rightfully rejects or justifiably revokes acceptance then with respect to any goods involved, and with respect to the whole if the breach goes to the whole contract (§ 2—612), the buyer may cancel and whether or not he has done so may in addition to recovering so much of the price as has been paid:
(a) “cover” and have damages under the next section as to all the goods affected whether or not they have been identified to the contract; or
(b) recover damages for non-delivery as provided in this article (§ 2—713).
(2) Where the seller fails to deliver or repudiates the buyer may also:
(a) if the goods have been identified recover them as provided in this article (§ 2—502); or
(b) in a proper case obtain specific performance or replevy the goods as provided in this article (§ 2—716).
(3) On rightful rejection or justifiable revocation of acceptance a buyer has a security interest in goods in his possession or control for any payments made on their price and any expenses reasonably incurred in their inspection, receipt, transportation, care and custody and may hold such goods and resell them in like manner as an aggrieved seller (§ 2—706).
2023 Vermont Statutes › Title 9A - Uniform Commercial Code › Article 2 - Sales › § 2—712. “Cover”; buyer’s procurement of substitute goods

§ 2—712. “Cover”; buyer’s procurement of substitute goods
(1) After a breach within the preceding section the buyer may “cover” by making in good faith and without unreasonable delay any reasonable purchase of or contract to purchase goods in substitution for those due from the seller.
(2) The buyer may recover from the seller as damages the difference between the cost of cover and the contract price together with any incidental or consequential damages as hereinafter defined (§ 2—715), but less expenses saved in consequence of the seller’s breach.
(3) Failure of the buyer to effect cover within this section does not bar him from any other remedy.
2023 Vermont Statutes › Title 9A - Uniform Commercial Code › Article 2 - Sales › § 2—713. Buyer’s damages for non-delivery or repudiation

§ 2—713. Buyer’s damages for non-delivery or repudiation
(1) Subject to the provisions of this article with respect to proof of market price (§ 2—723), the measure of damages for non-delivery or repudiation by the seller is the difference between the market price at the time when the buyer learned of the breach and the contract price together with any incidental and consequential damages provided in this article (§ 2—715), but less expenses saved in consequence of the seller’s breach.
(2) Market price 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.
2023 Vermont Statutes › Title 9A - Uniform Commercial Code › Article 2 - Sales › § 2—714. Buyer’s damages for breach in regard to accepted goods

§ 2—714. Buyer’s damages for breach in regard to accepted goods
(1) Where the buyer has accepted goods and given notification (§ 2—607(3)) he may recover as damages for any non-conformity of tender the loss resulting in the ordinary course of events from the seller’s breach as determined in any manner which is reasonable.
(2) The measure of damages for breach of warranty is the difference at the time and place of acceptance between the value of the goods accepted and the value they would have had if they had been as warranted, unless special circumstances show proximate damages of a different amount.
(3) In a proper case any incidental and consequential damages under § 2—715 of this title may also be recovered.
2023 Vermont Statutes › Title 9A - Uniform Commercial Code › Article 2 - Sales › § 2—715. Buyer’s incidental and consequential damages

§ 2—715. Buyer’s incidental and consequential damages
(1) Incidental damages resulting from the seller’s breach include expenses reasonably incurred in inspection, receipt, transportation and care and custody of goods rightfully rejected, any commercially reasonable charges, expenses or commissions in connection with effecting cover and any other reasonable expense incident to the delay or other breach.
(2) Consequential damages resulting from the seller’s breach include:
(a) any loss resulting from general or particular requirements and needs of which the seller at the time of contracting had reason to know and which could not reasonably be prevented by cover or otherwise; and
(b) injury to person or property proximately resulting from any breach of warranty.
2023 Vermont Statutes › Title 9A - Uniform Commercial Code › Article 2 - Sales › § 2—716. Buyer’s right to specific performance or replevin

§ 2—716. Buyer’s right to specific performance or replevin
(1) Specific performance may be decreed where the goods are unique or in other proper circumstances.
(2) The decree for specific performance may include such terms and conditions as to payment of the price, damages, or other relief as the court may deem just.
(3) The buyer has a right of replevin for goods identified to the contract if after reasonable effort he is unable to effect cover for such goods or the circumstances reasonably indicate that such effort will be unavailing or if the goods have been shipped under reservation and satisfaction of the security interest in them has been made or tendered. In the case of goods bought for personal, family, or household purposes, the buyer’s right of replevin vests upon acquisition of a special property, even if the seller had not then repudiated or failed to deliver. (Amended 1999, No. 106 (Adj. Sess.), § 9, eff. July 1, 2001.)
2023 Vermont Statutes › Title 9A - Uniform Commercial Code › Article 2 - Sales › § 2—718. Liquidation or limitation of damages; deposits

§ 2—718. Liquidation or limitation of damages; deposits
(1) Damages for breach by either party may be liquidated in the agreement but only at an amount which is reasonable in the light of the anticipated or actual harm caused by the breach, the difficulties of proof of loss, and the inconvenience or nonfeasibility of otherwise obtaining an adequate remedy. A term fixing unreasonably large liquidated damages is void as a penalty.
(2) Where the seller justifiably withholds delivery of goods because of the buyer’s breach, the buyer is entitled to restitution of any amount by which the sum of his payments exceeds:
(a) the amount to which the seller is entitled by virtue of terms liquidating the seller’s damages in accordance with subsection (1) of this section, or
(b) in the absence of such terms, twenty per cent of the value of the total performance for which the buyer is obligated under the contract or $500, whichever is smaller.
(3) The buyer’s right to restitution under subsection (2) of this sectionis subject to offset to the extent that the seller establishes:
(a) a right to recover damages under the provisions of this article other than subsection (1) of this section, and
(b) the amount or value of any benefits received by the buyer directly or indirectly by reason of the contract.
(4) Where a seller has received payment in goods their reasonable value or the proceeds of their resale shall be treated as payments for the purposes of subsection (2) of this section; but if the seller has notice of the buyer’s breach before reselling goods received in part performance, his resale is subject to the conditions laid down in this article on resale by an aggrieved seller (§ 2—706).
2023 Vermont Statutes › Title 9A - Uniform Commercial Code › Article 2 - Sales › § 2—719. Contractual modification or limitation of remedy

§ 2—719. Contractual modification or limitation of remedy
(1) Subject to the provisions of subsections (2) and (3) of this section and of the preceding section on liquidation and limitation of damage:,
(a) the agreement may provide for remedies in addition to or in substitution for those provided in this article and may limit or alter the measure of damages recoverable under this article, as by limiting the buyer’s remedies to return of the goods and repayment of the price or to repair and replacement of non-conforming goods or parts; and
(b) resort to a remedy as provided is optional unless the remedy is expressly agreed to be exclusive, in which case it is the sole remedy.
(2) Where circumstances cause an exclusive or limited remedy to fail of its essential purpose, remedy may be had as provided in this title.
(3) Consequential damages may be limited unless the limitation is unconscionable. Limitation of consequential damages for injury to the person in the case of consumer goods or dangerous instrumentalities is prima facie unconscionable but limitation of damages where the loss is commercial is not.
2023 Vermont Statutes › Title 9A - Uniform Commercial Code › Article 2 - Sales › § 2—720. Effect of “cancellation” or “rescission” on claims for antecedent breach

§ 2—720. Effect of “cancellation” or “rescission” on claims for antecedent breach
Unless the contrary intention clearly appears, expressions of “cancellation” or “rescission” of the contract or the like shall not be construed as a renunciation or discharge of any claim in damages for an antecedent breach.
2023 Vermont Statutes › Title 9A - Uniform Commercial Code › Article 2 - Sales › § 2—721. Remedies for fraud

§ 2—721. Remedies for fraud
Remedies for material misrepresentation or fraud include all remedies available under this article for non-fraudulent breach. Neither rescission or a claim for rescission of the contract for sale nor rejection or return of the goods shall bar or be deemed inconsistent with a claim for damages or other remedy.
2023 Vermont Statutes › Title 9A - Uniform Commercial Code › Article 2 - Sales › § 2—722. Who can sue third parties for injury to goods

§ 2—722. Who can sue third parties for injury to goods
Where a third party so deals with goods which have been identified to a contract for sale as to cause actionable injury to a party to that contract:
(a) a right of action against the third party is in either party to the contract for sale who has title to or a security interest or a special property or an insurable interest in the goods; and if the goods have been destroyed or converted a right of action is also in the party who either bore the risk of loss under the contract for sale or has since the injury assumed that risk as against the other;
(b) if at the time of the injury the party plaintiff did not bear the risk of loss as against the other party to the contract for sale and there is no arrangement between them for disposition of the recovery, his suit or settlement is, subject to his own interest, as a fiduciary for the other party to the contract;
(c) either party may with the consent of the other sue for the benefit of whom it may concern.
2023 Vermont Statutes › Title 9A - Uniform Commercial Code › Article 2 - Sales › § 2—723. Proof of market price: time and place

§ 2—723. Proof of market price: time and place
(1) If an action based on anticipatory repudiation comes to trial before the time for performance with respect to some or all of the goods, any damages based on market price (§ 2—708 or § 2—713) shall be determined according to the price of such goods prevailing at the time when the aggrieved party learned of the repudiation.
(2) If evidence of a price prevailing at the times or places described in this article is not readily available the price prevailing within any reasonable time before or after the time described or at any other place 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 cost of transporting the goods to or from such other place.
(3) Evidence of a relevant price prevailing at a time or place other than the one described in this article offered by one party is not admissible unless and until he has given the other party such notice as the court finds sufficient to prevent unfair surprise.
2023 Vermont Statutes › Title 9A - Uniform Commercial Code › Article 2 - Sales › § 2—724. Admissibility of market quotations

§ 2—724. Admissibility of market quotations
Whenever the prevailing price or value of any goods regularly bought and sold in any established commodity market is in issue, reports in official publications or trade journals or in newspapers or periodicals of general circulation published as the reports of such market shall be admissible in evidence. The circumstances of the preparation of such a report may be shown to affect its weight but not its admissibility.
2023 Vermont Statutes › Title 9A - Uniform Commercial Code › Article 2 - Sales › § 2—725. Statute of limitations in contracts for sale

§ 2—725. Statute of limitations in contracts for sale
(1) An action for breach of any contract for sale must be commenced within four years after the cause of action has accrued. By the original agreement the parties may reduce the period of limitation to not less than one year but may not extend it.
(2) A cause of action accrues when the breach occurs, regardless of the aggrieved party’s lack of knowledge of the breach. A breach of warranty occurs when tender of delivery is made, except that where a warranty explicitly extends to future performance of the goods and discovery of the breach must await the time of such performance the cause of action accrues when the breach is or should have been discovered.
(3) Where an action commenced within the time limited by subsection (1) of this section is so terminated as to leave available a remedy by another action for the same breach such 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.
(4) This section does not alter the law on tolling of the statute of limitations nor does it apply to causes of action which have accrued before this title becomes effective.
2023 Vermont Statutes › Title 9A - Uniform Commercial Code › Article 2A - Leases › § 2A—101. Short title

§ 2A—101. Short title
This article shall be known and may be cited as the Uniform Commercial Code — Leases. (Added 1993, No. 158 (Adj. Sess.), § 10, eff. Jan. 1, 1995.)
2023 Vermont Statutes › Title 9A - Uniform Commercial Code › Article 2A - Leases › § 2A—104. Leases subject to other law

§ 2A—104. Leases subject to other law
(1) A lease, although subject to this article, is also subject to any applicable:
(a) certificate of title statutes of this state, including 23 V.S.A. chapter 21 (motor vehicles), and 23 V.S.A chapter 36 (motorboats);
(b) certificate of title statute of another jurisdiction (§ 2A—105); or
(c) consumer protection statute of this state, including the provisions of chapter 63 of Title 9 and the provisions of chapter 65 of Title 9 relating to agricultural leases, or a final consumer protection decision of a court of this state existing on the effective date of this article.
(2) In case of conflict between this article, other than sections 2A—105, 2A—304(3), and 2A—305(3) of this title, and a statute or decision referred to in subsection (1), the statute or decision controls.
(3) Failure to comply with an applicable law has only the effect specified therein. (Added 1993, No. 158 (Adj. Sess.), § 10, eff. Jan. 1, 1995.)
2023 Vermont Statutes › Title 9A - Uniform Commercial Code › Article 2A - Leases › § 2A—105. Territorial application of article to goods covered by certificate of title

§ 2A—105. Territorial application of article to goods covered by certificate of title
Subject to the provisions of sections 2A—304(3) and 2A—305(3) of this title, with respect to goods covered by a certificate of title issued under a statute of this state or of another jurisdiction, compliance and the effect of compliance or noncompliance with a certificate of title statute are governed by the law (including the conflict of laws rules) of the jurisdiction issuing the certificate until the earlier of (a) surrender of the certificate, or (b) four months after the goods are removed from that jurisdiction and thereafter until a new certificate of title is issued by another jurisdiction. (Added 1993, No. 158 (Adj. Sess.), § 10, eff. Jan. 1, 1995.)
2023 Vermont Statutes › Title 9A - Uniform Commercial Code › Article 2A - Leases › § 2A—106. Limitation on power of parties to consumer lease to choose applicable law and judicial forum

§ 2A—106. Limitation on power of parties to consumer lease to choose applicable law and judicial forum
(1) If the law chosen by the parties to a consumer lease is that of a jurisdiction other than a jurisdiction in which the lessee resides at the time the lease agreement becomes enforceable or within 30 days thereafter or in which the goods are to be used, the choice is not enforceable.
(2) If the judicial forum chosen by the parties to a consumer lease is a forum that would not otherwise have jurisdiction over the lessee, the choice is not enforceable. (Added 1993, No. 158 (Adj. Sess.), § 10, eff. Jan. 1, 1995.)
2023 Vermont Statutes › Title 9A - Uniform Commercial Code › Article 2A - Leases › § 2A—107. Waiver or renunciation of claim or right after default

§ 2A—107. Waiver or renunciation of claim or right after default
Any claim or right arising out of an alleged default or breach of warranty may be discharged in whole or in part without consideration by a written waiver or renunciation signed and delivered by the aggrieved party. (Added 1993, No. 158 (Adj. Sess.), § 10, eff. Jan. 1, 1995.)
2023 Vermont Statutes › Title 9A - Uniform Commercial Code › Article 2A - Leases › § 2A—108. Unconscionability

§ 2A—108. Unconscionability
(1) If the court as a matter of law finds a lease contract or any clause of a lease contract to have been unconscionable at the time it was made, the court may refuse to enforce the lease contract, or it may enforce the remainder of the lease contract without the unconscionable clause, or it may so limit the application of any unconscionable clause as to avoid any unconscionable result.
(2) With respect to a consumer lease, if the court as a matter of law finds that a lease contract or any clause of a lease contract has been induced by unconscionable conduct or that unconscionable conduct has occurred in the collection of a claim arising from a lease contract, the court may grant appropriate relief.
(3) Before making a finding of unconscionability under subsection (1) or (2) of this section, the court, on its own motion or that of a party, shall afford the parties a reasonable opportunity to present evidence as to the setting, purpose, and effect of the lease contract or clause thereof, or of the conduct.
(4) In an action in which the lessee claims unconscionability with respect to a consumer lease:
(a) If the court finds unconscionability under subsection (1) or (2) of this section, the court shall award reasonable attorney’s fees to the lessee.
(b) If the court does not find unconscionability and the lessee claiming unconscionability has brought or maintained an action he or she knew to be groundless, the court shall award reasonable attorney’s fees to the party against whom the claim is made.
(c) In determining attorney’s fees, the amount of the recovery on behalf of the claimant under subsections (1) and (2) of this section is not controlling. (Added 1993, No. 158 (Adj. Sess.), § 10, eff. Jan. 1, 1995.)
2023 Vermont Statutes › Title 9A - Uniform Commercial Code › Article 2A - Leases › § 2A—109. Option to accelerate at will

§ 2A—109. Option to accelerate at will
(1) A term providing that one party or his or her successor in interest may accelerate payment or performance or require collateral or additional collateral “at will” or “when he or she deems himself or herself insecure” or in words of similar import must be construed to mean that he or she has power to do so only if he or she in good faith believes that the prospect of payment or performance is impaired.
(2) With respect to a consumer lease, the burden of establishing good faith under subsection (1) of this section is on the party who exercised the power; otherwise the burden of establishing lack of good faith is on the party against whom the power has been exercised. (Added 1993, No. 158 (Adj. Sess.), § 10, eff. Jan. 1, 1995.)
2023 Vermont Statutes › Title 9A - Uniform Commercial Code › Article 2A - Leases › § 2A—201. Statute of frauds

§ 2A—201. Statute of frauds
(1) A lease contract is not enforceable by way of action or defense unless:
(a) the total payments to be made under the lease contract, excluding payments for options to renew or buy, are less than $1,000; or
(b) there is a writing, signed by the party against whom enforcement is sought or by that party’s authorized agent, sufficient to indicate that a lease contract has been made between the parties and to describe the goods leased and the lease term.
(2) Any description of leased goods or of the lease term is sufficient and satisfies subsection (1)(b) of this section, whether or not it is specific, if it reasonably identifies what is described.
(3) A writing is not insufficient because it omits or incorrectly states a term agreed upon, but the lease contract is not enforceable under subsection (1)(b) of this section beyond the lease term and the quantity of goods shown in the writing.
(4) A lease contract that does not satisfy the requirements of subsection (1) of this section, but which is valid in other respects, is enforceable:
(a) if the goods are to be specially manufactured or obtained for the lessee and are not suitable for lease or sale to others in the ordinary course of the lessor’s business, and the lessor, before notice of repudiation is received and under circumstances that reasonably indicate that the goods are for the lessee, has made either a substantial beginning of their manufacture or commitments for their procurement;
(b) if the party against whom enforcement is sought admits in that party’s pleading, testimony or otherwise in court that a lease contract was made, but the lease contract is not enforceable under this provision beyond the quantity of goods admitted; or
(c) with respect to goods that have been received and accepted by the lessee.
(5) The lease term under a lease contract referred to in subsection (4) of this section is:
(a) if there is a writing signed by the party against whom enforcement is sought or by that party’s authorized agent specifying the lease term, the term so specified;
(b) if the party against whom enforcement is sought admits in that party’s pleading, testimony, or otherwise in court a lease term, the term so admitted; or
(c) a reasonable lease term. (Added 1993, No. 158 (Adj. Sess.), § 10, eff. Jan. 1, 1995.)
2023 Vermont Statutes › Title 9A - Uniform Commercial Code › Article 2A - Leases › § 2A—202. Final written expression; parol or extrinsic evidence

§ 2A—202. Final written expression; parol or extrinsic evidence
Terms with respect to which the confirmatory memoranda of the parties agree or which are otherwise set forth in a writing intended by the parties as a final expression of their agreement with respect to such terms as are included therein may not be contradicted by evidence of any prior agreement or of a contemporaneous oral agreement but may be explained or supplemented:
(a) by course of dealing or usage of trade or by course of performance; and
(b) by evidence of consistent additional terms unless the court finds the writing to have been intended also as a complete and exclusive statement of the terms of the agreement. (Added 1993, No. 158 (Adj. Sess.), § 10, eff. Jan. 1, 1995.)
2023 Vermont Statutes › Title 9A - Uniform Commercial Code › Article 2A - Leases › § 2A—203. Seals inoperative

§ 2A—203. Seals inoperative
The affixing of a seal to a writing evidencing a lease contract or an offer to enter into a lease contract does not render the writing a sealed instrument and the law with respect to sealed instruments does not apply to the lease contract or offer. (Added 1993, No. 158 (Adj. Sess.), § 10, eff. Jan. 1, 1995.)
2023 Vermont Statutes › Title 9A - Uniform Commercial Code › Article 2A - Leases › § 2A—204. Formation in general

§ 2A—204. Formation in general
(1) A lease contract may be made in any manner sufficient to show agreement, including conduct by both parties which recognizes the existence of a lease contract.
(2) An agreement sufficient to constitute a lease contract may be found although the moment of its making is undetermined.
(3) Although one or more terms are left open, a lease contract does not fail for indefiniteness if the parties have intended to make a lease contract and there is a reasonably certain basis for giving an appropriate remedy. (Added 1993, No. 158 (Adj. Sess.), § 10, eff. Jan. 1, 1995.)
2023 Vermont Statutes › Title 9A - Uniform Commercial Code › Article 2A - Leases › § 2A—205. Firm offers

§ 2A—205. Firm offers
An offer by a merchant to lease goods to or from another person in a signed writing that by its terms gives assurance it will be held open is not revocable, for lack of consideration, during the time stated or, if no time is stated, for a reasonable time, but in no event may the period of irrevocability exceed three months. Any such term of assurance on a form supplied by the offeree must be separately signed by the offeror. (Added 1993, No. 158 (Adj. Sess.), § 10, eff. Jan. 1, 1995.)
2023 Vermont Statutes › Title 9A - Uniform Commercial Code › Article 2A - Leases › § 2A—206. Offer and acceptance in formation of lease contract

§ 2A—206. Offer and acceptance in formation of lease contract
(1) Unless otherwise unambiguously indicated by the language or circumstances, an offer to make a lease contract must be construed as inviting acceptance in any manner and by any medium reasonable in the circumstances.
(2) If the beginning of a requested performance is a reasonable mode of acceptance, an offeror who is not notified of acceptance within a reasonable time may treat the offer as having lapsed before acceptance. (Added 1993, No. 158 (Adj. Sess.), § 10, eff. Jan. 1, 1995.)
2023 Vermont Statutes › Title 9A - Uniform Commercial Code › Article 2A - Leases › § 2A—208. Modification, rescission and waiver

§ 2A—208. Modification, rescission and waiver
(1) An agreement modifying a lease contract needs no consideration to be binding.
(2) A signed lease agreement that excludes modification or rescission except by a signed writing may not be otherwise modified or rescinded, but, except as between merchants, such a requirement on a form supplied by a merchant must be separately signed by the other party.
(3) Although an attempt at modification or rescission does not satisfy the requirements of subsection (2) of this section, it may operate as a waiver.
(4) A party who has made a waiver affecting an executory portion of a lease contract may retract the waiver by reasonable notification received by the other party that strict performance will be required of any term waived, unless the retraction would be unjust in view of a material change of position in reliance on the waiver. (Added 1993, No. 158 (Adj. Sess.), § 10, eff. Jan. 1, 1995.)
2023 Vermont Statutes › Title 9A - Uniform Commercial Code › Article 2A - Leases › § 2A—209. Lessee under finance lease as beneficiary of supply contract

§ 2A—209. Lessee under finance lease as beneficiary of supply contract
(1) The benefit of a supplier’s promises to the lessor under the supply contract and of all warranties, whether express or implied, including those of any third party provided in connection with or as part of the supply contract, extends to the lessee to the extent of the lessee’s leasehold interest under a finance lease related to the supply contract, but is subject to the terms of the warranty and of the supply contract and all defenses or claims arising therefrom.
(2) The extension of the benefit of a supplier’s promises and of warranties to the lessee (§ 2A—209(1)) does not: (i) modify the rights and obligations of the parties to the supply contract, whether arising therefrom or otherwise, or (ii) impose any duty or liability under the supply contract on the lessee.
(3) Any modification or rescission of the supply contract by the supplier and the lessor is effective between the supplier and the lessee unless, before the modification or rescission, the supplier has received notice that the lessee has entered into a finance lease related to the supply contract. If the modification or rescission is effective between the supplier and the lessee, the lessor is deemed to have assumed, in addition to the obligations of the lessor to the lessee under the lease contract, promises of the supplier to the lessor and warranties that were so modified or rescinded as they existed and were available to the lessee before modification or rescission.
(4) In addition to the extension of the benefit of the supplier’s promises and of warranties to the lessee under subsection (1) of this section, the lessee retains all rights that the lessee may have against the supplier which arise from an agreement between the lessee and the supplier or under other law. (Added 1993, No. 158 (Adj. Sess.), § 10, eff. Jan. 1, 1995.)
2023 Vermont Statutes › Title 9A - Uniform Commercial Code › Article 2A - Leases › § 2A—210. Express warranties

§ 2A—210. Express warranties
(1) Express warranties by the lessor are created as follows:
(a) Any affirmation of fact or promise made by the lessor to the lessee which relates to the goods and becomes part of the basis of the bargain creates an express warranty that the goods will conform to the affirmation or promise.
(b) Any description of the goods which is made part of the basis of the bargain creates an express warranty that the goods will conform to the description.
(c) Any sample or model that is made part of the basis of the bargain creates an express warranty that the whole of the goods will conform to the sample or model.
(2) It is not necessary to the creation of an express warranty that the lessor use formal words, such as “warrant” or “guarantee,” or that the lessor have a specific intention to make a warranty, but an affirmation merely of the value of the goods or a statement purporting to be merely the lessor’s opinion or commendation of the goods does not create a warranty. (Added 1993, No. 158 (Adj. Sess.), § 10, eff. Jan. 1, 1995.)
2023 Vermont Statutes › Title 9A - Uniform Commercial Code › Article 2A - Leases › § 2A—211. Warranties against interference and against infringement; lessee’s obligation against infringement

§ 2A—211. Warranties against interference and against infringement; lessee’s obligation against infringement
(1) There is in a lease contract a warranty that for the lease term no person holds a claim to or interest in the goods that arose from an act or omission of the lessor, other than a claim by way of infringement or the like, which will interfere with the lessee’s enjoyment of its leasehold interest.
(2) Except in a finance lease there is in a lease contract by a lessor who is a merchant regularly dealing in goods of the kind a warranty that the goods are delivered free of the rightful claim of any person by way of infringement or the like.
(3) A lessee who furnishes specifications to a lessor or a supplier shall hold the lessor and the supplier harmless against any claim by way of infringement or the like that arises out of compliance with the specifications. (Added 1993, No. 158 (Adj. Sess.), § 10, eff. Jan. 1, 1995.)
2023 Vermont Statutes › Title 9A - Uniform Commercial Code › Article 2A - Leases › § 2A—212. Implied warranty of merchantability

§ 2A—212. Implied warranty of merchantability
(1) Except in a finance lease, a warranty that the goods will be merchantable is implied in a lease contract if the lessor is a merchant with respect to goods of that kind.
(2) Goods to be merchantable must be at least such as:
(a) pass without objection in the trade under the description in the lease agreement;
(b) in the case of fungible goods, are of fair average quality within the description;
(c) are fit for the ordinary purposes for which goods of that type are used;
(d) run, within the variation permitted by the lease agreement, of even kind, quality, and quantity within each unit and among all units involved;
(e) are adequately contained, packaged, and labeled as the lease agreement may require; and
(f) conform to any promises or affirmations of fact made on the container or label.
(3) Other implied warranties may arise from course of dealing or usage of trade. (Added 1993, No. 158 (Adj. Sess.), § 10, eff. Jan. 1, 1995.)
2023 Vermont Statutes › Title 9A - Uniform Commercial Code › Article 2A - Leases › § 2A—213. Implied warranty of fitness for particular purpose

§ 2A—213. Implied warranty of fitness for particular purpose
Except in a finance lease, if the lessor at the time the lease contract is made has reason to know of any particular purpose for which the goods are required and that the lessee is relying on the lessor’s skill or judgment to select or furnish suitable goods, there is in the lease contract an implied warranty that the goods will be fit for that purpose. (Added 1993, No. 158 (Adj. Sess.), § 10, eff. Jan. 1, 1995.)
2023 Vermont Statutes › Title 9A - Uniform Commercial Code › Article 2A - Leases › § 2A—214. Exclusion or modification of warranties

§ 2A—214. Exclusion or modification of warranties
(1) Words or conduct relevant to the creation of an express warranty and words or conduct tending to negate or limit a warranty must be construed wherever reasonable as consistent with each other; but, subject to the provisions of section 2A—202 of this title on parol or extrinsic evidence, negation or limitation is inoperative to the extent that the construction is unreasonable.
(2) Subject to subsection (3) of this section, to exclude or modify the implied warranty of merchantability or any part of it the language must mention “merchantability,” be by a writing, and be conspicuous. Subject to subsection (3) of this section, to exclude or modify any implied warranty of fitness the exclusion must be by a writing and be conspicuous. Language to exclude all implied warranties of fitness is sufficient if it is in writing, is conspicuous and states, for example, “There is no warranty that the goods will be fit for a particular purpose.”
(3) Notwithstanding subsection (2) of this section, but subject to subsection (4) of this section,
(a) unless the circumstances indicate otherwise, all implied warranties are excluded by expressions like “as is,” or “with all faults,” or by other language that in common understanding calls the lessee’s attention to the exclusion of warranties and makes plain that there is no implied warranty, if in writing and conspicuous;
(b) if the lessee before entering into the lease contract has examined the goods or the sample or model as fully as desired or has refused to examine the goods, there is no implied warranty with regard to defects that an examination ought in the circumstances to have revealed; and
(c) an implied warranty may also be excluded or modified by course of dealing, course of performance, or usage of trade.
(4) To exclude or modify a warranty against interference or against infringement (§ 2A-211) or any part of it, the language must be specific, be by a writing, and be conspicuous, unless the circumstances, including course of performance, course of dealing, or usage of trade, give the lessee reason to know that the goods are being leased subject to a claim or interest of any person.
(5) The provisions of subdivisions (2), (3) and (4) of this section shall not apply to leases of new or unused consumer goods or services. Any language, oral or written, used by a lessor or manufacturer of consumer goods and services, which attempts to exclude or modify any implied warranties of merchantability and fitness for a particular purpose or to exclude or modify the consumer’s remedies for breach of those warranties, shall be unenforceable. For the purposes of this section, “consumer” means consumer as defined in chapter 63 of Title 9. (Added 1993, No. 158 (Adj. Sess.), § 10, eff. Jan. 1, 1995.)