reglab/statecodes huggingface dataset:
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 2 - SALES (§§ 47-2-101 — 47-2-725) › Part 7 - REMEDIES (§§ 47-2-701 — 47-2-725) › Section 47-2-719 - 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 damages:
(a)
the agreement may provide for remedies in addition to or in substitution for those provided in this chapter and may limit or alter the measure of damages recoverable under this chapter, as by limiting the buyer's remedies to return of the goods and repayment of the price or to repair and replacement of nonconforming 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 chapters 1-9 of this title.
(3)
Consequential damages may be limited or excluded unless the limitation or exclusion is unconscionable. Limitation of consequential damages for injury to the person in the case of consumer goods is prima facie unconscionable but limitation of damages where the loss is commercial is not.
Acts 1963, ch. 81, § 1 (2-719).
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 2 - SALES (§§ 47-2-101 — 47-2-725) › Part 7 - REMEDIES (§§ 47-2-701 — 47-2-725) › Section 47-2-720 - 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.
Acts 1963, ch. 81, § 1 (2-720).
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 2 - SALES (§§ 47-2-101 — 47-2-725) › Part 7 - REMEDIES (§§ 47-2-701 — 47-2-725) › Section 47-2-721 - Remedies for fraud

Remedies for material misrepresentation or fraud include all remedies available under this chapter for nonfraudulent 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.
Acts 1963, ch. 81, § 1 (2-721).
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 2 - SALES (§§ 47-2-101 — 47-2-725) › Part 7 - REMEDIES (§§ 47-2-701 — 47-2-725) › Section 47-2-722 - 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.
Acts 1963, ch. 81, § 1 (2-722).
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 2 - SALES (§§ 47-2-101 — 47-2-725) › Part 7 - REMEDIES (§§ 47-2-701 — 47-2-725) › Section 47-2-723 - 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 (§
47-2-708
or §
47-2-713
) 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 chapter 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 chapter offered by one (1) party is not admissible unless and until he has given the other party such notice as the court finds sufficient to prevent unfair surprise.
Acts 1963, ch. 81, § 1 (2-723).
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 2 - SALES (§§ 47-2-101 — 47-2-725) › Part 7 - REMEDIES (§§ 47-2-701 — 47-2-725) › Section 47-2-724 - 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.
Acts 1963, ch. 81, § 1 (2-724).
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 2 - SALES (§§ 47-2-101 — 47-2-725) › Part 7 - REMEDIES (§§ 47-2-701 — 47-2-725) › Section 47-2-725 - Statute of limitations in contracts for sale

(1)
An action for breach of any contract for sale must be commenced within four (4) 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 (1) 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)
When an action is commenced within the time limited by subsection (1), but the judgment or decree is rendered against the plaintiff upon any ground not concluding his right of action, or when the judgment or decree is rendered in favor of plaintiff, and is arrested or reversed on appeal, the plaintiff or his representatives or privies as the case may be, may, from time to time, commence a new action within one (1) year after the judgment, reversal or arrest.
(4)
This section does not alter the law or tolling of the statute of limitations nor does it apply to causes of action which have accrued before midnight (12:00 midnight) June 30, 1964.
(5)
A counterclaim or third-party complaint is not barred by the statute of limitations provided by this section if it was not barred at the time the claims asserted in the complaint were interposed. If a nonsuit is taken as to the original civil action, any counterclaim, cross-claim or third-party complaint arising from such action shall not be terminated but may proceed as an original civil action. However, if a counterclaim, cross-claim or third-party complaint is filed as a civil action as permitted by this subsection and such action does not proceed to an adjudication on the merits of such claim, the defendant shall have the right to file a counterclaim, cross-claim or third-party complaint within the time allowed for the filing of a responsive pleading only if the original action is reinstituted pursuant to §
28-1-105
. Any counterclaim, cross-claim or third party complaint arising from an action or suit originally commenced in general sessions court and subsequently recommenced as an original action or as a counterclaim, cross-claim or third party complaint pursuant to this section in circuit or chancery court according to the provisions of §
28-1-105
, shall not be subject to the monetary jurisdictional limit originally imposed in general sessions court.
Acts 1963, ch. 81, § 1 (2-725); 1978, ch. 758, § 2; 1984, ch. 520, §§ 3, 5; 1985, ch. 344, § 3.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 2A - LEASES (§§ 47-2A-101 — 47-2A-532) › Part 1 - GENERAL PROVISIONS (§§ 47-2A-101 — 47-2A-111) › Section 47-2A-101 - Short title

This chapter shall be known and may be cited as the Uniform Commercial Code-Leases.
Acts 1993, ch. 398, § 1.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 2A - LEASES (§§ 47-2A-101 — 47-2A-532) › Part 1 - GENERAL PROVISIONS (§§ 47-2A-101 — 47-2A-111) › Section 47-2A-102 - Scope

This chapter applies to any transaction, regardless of form, that creates a lease.
Acts 1993, ch. 398, § 1.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 2A - LEASES (§§ 47-2A-101 — 47-2A-532) › Part 1 - GENERAL PROVISIONS (§§ 47-2A-101 — 47-2A-111) › Section 47-2A-104 - Leases subject to other law

(1)
A lease, although subject to this chapter, is also subject to any applicable:
(a)
the certificate of title statutes in title 55;
(b)
certificate of title statute of another jurisdiction (§
47-2A-105
); or
(c)
consumer protection statute of this State, or final consumer protection decision of a court of this State existing on July 1, 1994.
(2)
In case of conflict between this chapter, other than §§
47-2A-105
,
47-2A-304(3)
, and
47-2A-305(3)
, 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.
Acts 1993, ch. 398, § 1; 1994, ch. 724, § 1.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 2A - LEASES (§§ 47-2A-101 — 47-2A-532) › Part 1 - GENERAL PROVISIONS (§§ 47-2A-101 — 47-2A-111) › Section 47-2A-105 - Territorial application of chapter to goods covered by certificate of title

Subject to the provisions of §§
47-2A-304(3)
and
47-2A-305(3)
, 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 (4) months after the goods are removed from that jurisdiction and thereafter until a new certificate of title is issued by another jurisdiction.
Acts 1993, ch. 398, § 1.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 2A - LEASES (§§ 47-2A-101 — 47-2A-532) › Part 1 - GENERAL PROVISIONS (§§ 47-2A-101 — 47-2A-111) › Section 47-2A-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 thirty (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.
Acts 1993, ch. 398, § 1.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 2A - LEASES (§§ 47-2A-101 — 47-2A-532) › Part 1 - GENERAL PROVISIONS (§§ 47-2A-101 — 47-2A-111) › Section 47-2A-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.
Acts 1993, ch. 398, § 1.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 2A - LEASES (§§ 47-2A-101 — 47-2A-532) › Part 1 - GENERAL PROVISIONS (§§ 47-2A-101 — 47-2A-111) › Section 47-2A-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), 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), 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) is not controlling.
Acts 1993, ch. 398, § 1; 1994, ch. 724, § 4.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 2A - LEASES (§§ 47-2A-101 — 47-2A-532) › Part 1 - GENERAL PROVISIONS (§§ 47-2A-101 — 47-2A-111) › Section 47-2A-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) 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.
Acts 1993, ch. 398, § 1; 1994, ch. 724, § 4.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 2A - LEASES (§§ 47-2A-101 — 47-2A-532) › Part 1 - GENERAL PROVISIONS (§§ 47-2A-101 — 47-2A-111) › Section 47-2A-110 - Transactions allowing adjustment of rental price upon sale or disposition

In the case of motor vehicles, semitrailers, or trailers, as defined in title 55, chapter 1, notwithstanding any other provision of law, a transaction does not create a sale or security interest merely because it provides that the rental price is permitted or required to be adjusted under the agreement either upward or downward by reference to the amount realized upon sale or other disposition of the motor vehicle, semitrailer, or trailer.
Acts 1994, ch. 724, § 2.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 2A - LEASES (§§ 47-2A-101 — 47-2A-532) › Part 1 - GENERAL PROVISIONS (§§ 47-2A-101 — 47-2A-111) › Section 47-2A-111 - Applicability of chapter

(a)
This chapter shall apply to all leases entered into on or after July 1, 1994. For purposes of this section:
(1)
Leases that are materially modified or amended in writing on or after July 1, 1994, shall be deemed to have been entered into as of the date of such amendment unless the amendment expressly states otherwise;
(2)
Each separate schedule or supplement evidencing the leasing of additional items under a master lease agreement shall be deemed to be a separate lease; and
(3)
A modification or amendment to a master lease agreement shall apply to all schedules or supplements thereto unless expressly or manifestly applicable to fewer than all.
(b)
This chapter may be used for guidance in construing leases entered into before July 1, 1994, to the extent that it is not inconsistent with the law of this state existing prior to July 1, 1994.
Acts 1994, ch. 724, § 3.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 2A - LEASES (§§ 47-2A-101 — 47-2A-532) › Part 2 - FORMATION AND CONSTRUCTION OF LEASE CONTRACT (§§ 47-2A-201 — 47-2A-221) › Section 47-2A-201 - Statute of frauds

(1)
A lease contract is not enforceable by way of action or defense unless:
(a)
the total payments to be made under the lease contract, excluding payments for options to renew or buy, are less than one thousand dollars ($1,000); or
(b)
there is a writing, signed by the party against whom enforcement is sought or by that party's authorized agent, sufficient to indicate that a lease contract has been made between the parties and to describe the goods leased and the lease term.
(2)
Any description of leased goods or of the lease term is sufficient and satisfies subsection (1)(b), 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) 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), 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) 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.
Acts 1993, ch. 398, § 1.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 2A - LEASES (§§ 47-2A-101 — 47-2A-532) › Part 2 - FORMATION AND CONSTRUCTION OF LEASE CONTRACT (§§ 47-2A-201 — 47-2A-221) › Section 47-2A-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.
Acts 1993, ch. 398, § 1.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 2A - LEASES (§§ 47-2A-101 — 47-2A-532) › Part 2 - FORMATION AND CONSTRUCTION OF LEASE CONTRACT (§§ 47-2A-201 — 47-2A-221) › Section 47-2A-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.
Acts 1993, ch. 398, § 1.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 2A - LEASES (§§ 47-2A-101 — 47-2A-532) › Part 2 - FORMATION AND CONSTRUCTION OF LEASE CONTRACT (§§ 47-2A-201 — 47-2A-221) › Section 47-2A-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 (1) 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.
Acts 1993, ch. 398, § 1.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 2A - LEASES (§§ 47-2A-101 — 47-2A-532) › Part 2 - FORMATION AND CONSTRUCTION OF LEASE CONTRACT (§§ 47-2A-201 — 47-2A-221) › Section 47-2A-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 (3) months. Any such term of assurance on a form supplied by the offeree must be separately signed by the offeror.
Acts 1993, ch. 398, § 1.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 2A - LEASES (§§ 47-2A-101 — 47-2A-532) › Part 2 - FORMATION AND CONSTRUCTION OF LEASE CONTRACT (§§ 47-2A-201 — 47-2A-221) › Section 47-2A-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.
Acts 1993, ch. 398, § 1.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 2A - LEASES (§§ 47-2A-101 — 47-2A-532) › Part 2 - FORMATION AND CONSTRUCTION OF LEASE CONTRACT (§§ 47-2A-201 — 47-2A-221) › Section 47-2A-208 - Modification, rescission and waiver

(1)
An agreement modifying a lease contract needs no consideration to be binding.
(2)
A signed lease agreement that excludes modification or rescission except by a signed writing may not be otherwise modified or rescinded, but, except as between merchants, such a requirement on a form supplied by a merchant must be separately signed by the other party.
(3)
Although an attempt at modification or rescission does not satisfy the requirements of subsection (2), it may operate as a waiver.
(4)
A party who has made a waiver affecting an executory portion of a lease contract may retract the waiver by reasonable notification received by the other party that strict performance will be required of any term waived, unless the retraction would be unjust in view of a material change of position in reliance on the waiver.
Acts 1993, ch. 398, § 1.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 2A - LEASES (§§ 47-2A-101 — 47-2A-532) › Part 2 - FORMATION AND CONSTRUCTION OF LEASE CONTRACT (§§ 47-2A-201 — 47-2A-221) › Section 47-2A-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 (subsection (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), 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.
Acts 1993, ch. 398, § 1.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 2A - LEASES (§§ 47-2A-101 — 47-2A-532) › Part 2 - FORMATION AND CONSTRUCTION OF LEASE CONTRACT (§§ 47-2A-201 — 47-2A-221) › Section 47-2A-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.
Acts 1993, ch. 398, § 1.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 2A - LEASES (§§ 47-2A-101 — 47-2A-532) › Part 2 - FORMATION AND CONSTRUCTION OF LEASE CONTRACT (§§ 47-2A-201 — 47-2A-221) › Section 47-2A-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.
Acts 1993, ch. 398, § 1.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 2A - LEASES (§§ 47-2A-101 — 47-2A-532) › Part 2 - FORMATION AND CONSTRUCTION OF LEASE CONTRACT (§§ 47-2A-201 — 47-2A-221) › Section 47-2A-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.
Acts 1993, ch. 398, § 1.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 2A - LEASES (§§ 47-2A-101 — 47-2A-532) › Part 2 - FORMATION AND CONSTRUCTION OF LEASE CONTRACT (§§ 47-2A-201 — 47-2A-221) › Section 47-2A-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. With respect to the leasing of cattle, hogs, sheep and horses, there shall be no implied warranty that the cattle, hogs, sheep and horses are free from disease.
Acts 1993, ch. 398, § 1.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 2A - LEASES (§§ 47-2A-101 — 47-2A-532) › Part 2 - FORMATION AND CONSTRUCTION OF LEASE CONTRACT (§§ 47-2A-201 — 47-2A-221) › Section 47-2A-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 §
47-2A-202
on parol or extrinsic evidence, negation or limitation is inoperative to the extent that the construction is unreasonable.
(2)
Subject to subsection (3), 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), 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), but subject to subsection (4),
(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 (§
47-2A-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.
Acts 1993, ch. 398, § 1.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 2A - LEASES (§§ 47-2A-101 — 47-2A-532) › Part 2 - FORMATION AND CONSTRUCTION OF LEASE CONTRACT (§§ 47-2A-201 — 47-2A-221) › Section 47-2A-215 - Cumulation and conflict of warranties express or implied

Warranties, whether express or implied, must be construed as consistent with each other and as cumulative, but if that construction is unreasonable, the intention of the parties determines which warranty is dominant. In ascertaining that intention the following rules apply:
(a)
Exact or technical specifications displace an inconsistent sample or model or general language of description.
(b)
A sample from an existing bulk displaces inconsistent general language of description.
(c)
Express warranties displace inconsistent implied warranties other than an implied warranty of fitness for a particular purpose.
Acts 1993, ch. 398, § 1.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 2A - LEASES (§§ 47-2A-101 — 47-2A-532) › Part 2 - FORMATION AND CONSTRUCTION OF LEASE CONTRACT (§§ 47-2A-201 — 47-2A-221) › Section 47-2A-216 - Third-party beneficiaries of express and implied warranties

A warranty to or for the benefit of a lessee under this chapter, whether express or implied, extends to any natural person who is in the family or household of the lessee or who is a guest in the lessee's home if it is reasonable to expect that such person may use, consume, or be affected by the goods and who is injured in person by breach of the warranty. This section does not displace §
29-34-104
, or any principles of law and equity that extend a warranty to or for the benefit of a lessee to other persons. The operation of this section may not be excluded, modified, or limited, but an exclusion, modification, or limitation of the warranty, including any with respect to rights and remedies, effective against the lessee is also effective against any beneficiary designated under this section.
Acts 1993, ch. 398, § 1.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 2A - LEASES (§§ 47-2A-101 — 47-2A-532) › Part 2 - FORMATION AND CONSTRUCTION OF LEASE CONTRACT (§§ 47-2A-201 — 47-2A-221) › Section 47-2A-217 - Identification

Identification of goods as goods to which a lease contract refers may be made at any time and in any manner explicitly agreed to by the parties. In the absence of explicit agreement, identification occurs:
(a)
when the lease contract is made if the lease contract is for a lease of goods that are existing and identified;
(b)
when the goods are shipped, marked, or otherwise designated by the lessor as goods to which the lease contract refers, if the lease contract is for a lease of goods that are not existing and identified; or
(c)
when the young are conceived, if the lease contract is for a lease of unborn young of animals.
Acts 1993, ch. 398, § 1.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 2A - LEASES (§§ 47-2A-101 — 47-2A-532) › Part 2 - FORMATION AND CONSTRUCTION OF LEASE CONTRACT (§§ 47-2A-201 — 47-2A-221) › Section 47-2A-218 - Insurance and proceeds

(1)
A lessee obtains an insurable interest when existing goods are identified to the lease contract even though the goods identified are nonconforming and the lessee has an option to reject them.
(2)
If a lessee has an insurable interest only by reason of the lessor's identification of the goods, the lessor, until default or insolvency or notification to the lessee that identification is final, may substitute other goods for those identified.
(3)
Notwithstanding a lessee's insurable interest under subsections (1) and (2), the lessor retains an insurable interest until an option to buy has been exercised by the lessee and risk of loss has passed to the lessee.
(4)
Nothing in this section impairs any insurable interest recognized under any other statute or rule of law.
(5)
The parties by agreement may determine that one (1) or more parties have an obligation to obtain and pay for insurance covering the goods and by agreement may determine the beneficiary of the proceeds of the insurance.
Acts 1993, ch. 398, § 1.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 2A - LEASES (§§ 47-2A-101 — 47-2A-532) › Part 2 - FORMATION AND CONSTRUCTION OF LEASE CONTRACT (§§ 47-2A-201 — 47-2A-221) › Section 47-2A-219 - Risk of loss

(1)
Except in the case of a finance lease, risk of loss is retained by the lessor and does not pass to the lessee. In the case of a finance lease, risk of loss passes to the lessee.
(2)
Subject to the provisions of this chapter on the effect of default on risk of loss (§
47-2A-220
), if risk of loss is to pass to the lessee and the time of passage is not stated, the following rules apply:
(a)
If the lease contract requires or authorizes the goods to be shipped by carrier
(i)
and it does not require delivery at a particular destination, the risk of loss passes to the lessee when the goods are duly delivered to the carrier; but
(ii)
if it does require delivery at a particular destination and the goods are there duly tendered while in the possession of the carrier, the risk of loss passes to the lessee when the goods are there duly so tendered as to enable the lessee to take delivery.
(b)
If the goods are held by a bailee to be delivered without being moved, the risk of loss passes to the lessee on acknowledgment by the bailee of the lessee's right to possession of the goods.
(c)
In any case not within subsection (a) or (b), the risk of loss passes to the lessee on the lessee's receipt of the goods if the lessor, or, in the case of a finance lease, the supplier, is a merchant; otherwise the risk passes to the lessee on tender of delivery.
Acts 1993, ch. 398, § 1.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 2A - LEASES (§§ 47-2A-101 — 47-2A-532) › Part 2 - FORMATION AND CONSTRUCTION OF LEASE CONTRACT (§§ 47-2A-201 — 47-2A-221) › Section 47-2A-220 - Effect of default on risk of loss

(1)
Where risk of loss is to pass to the lessee and the time of passage is not stated:
(a)
If a tender or delivery of goods so fails to conform to the lease contract as to give a right of rejection, the risk of their loss remains with the lessor, or, in the case of a finance lease, the supplier, until cure or acceptance.
(b)
If the lessee rightfully revokes acceptance, he or she, to the extent of any deficiency in his or her effective insurance coverage, may treat the risk of loss as having remained with the lessor from the beginning.
(2)
Whether or not risk of loss is to pass to the lessee, if the lessee as to conforming goods already identified to a lease contract repudiates or is otherwise in default under the lease contract, the lessor, or, in the case of a finance lease, the supplier, to the extent of any deficiency in his or her effective insurance coverage may treat the risk of loss as resting on the lessee for a commercially reasonable time.
Acts 1993, ch. 398, § 1; 1994, ch. 724, § 4.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 2A - LEASES (§§ 47-2A-101 — 47-2A-532) › Part 2 - FORMATION AND CONSTRUCTION OF LEASE CONTRACT (§§ 47-2A-201 — 47-2A-221) › Section 47-2A-221 - Casualty to identified goods

If a lease contract requires goods identified when the lease contract is made, and the goods suffer casualty without fault of the lessee, the lessor or the supplier before delivery, or the goods suffer casualty before risk of loss passes to the lessee pursuant to the lease agreement or §
47-2A-219
, then:
(a)
if the loss is total, the lease contract is avoided; and
(b)
if the loss is partial or the goods have so deteriorated as to no longer conform to the lease contract, the lessee may nevertheless demand inspection and at his or her option either treat the lease contract as avoided or, except in a finance lease that is not a consumer lease, accept the goods with due allowance from the rent payable for the balance of the lease term for the deterioration or the deficiency in quantity but without further right against the lessor.
Acts 1993, ch. 398, § 1; 1994, ch. 724, § 4.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 2A - LEASES (§§ 47-2A-101 — 47-2A-532) › Part 3 - EFFECT OF LEASE CONTRACT (§§ 47-2A-301 — 47-2A-311) › Section 47-2A-301 - Enforceability of lease contract

Except as otherwise provided in this chapter, a lease contract is effective and enforceable according to its terms between the parties, against purchasers of the goods and against creditors of the parties.
Acts 1993, ch. 398, § 1.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 2A - LEASES (§§ 47-2A-101 — 47-2A-532) › Part 3 - EFFECT OF LEASE CONTRACT (§§ 47-2A-301 — 47-2A-311) › Section 47-2A-302 - Title to and possession of goods

Except as otherwise provided in this chapter, each provision of this chapter applies whether the lessor or a third party has title to the goods, and whether the lessor, the lessee, or a third party has possession of the goods, notwithstanding any statute or rule of law that possession or the absence of possession is fraudulent.
Acts 1993, ch. 398, § 1.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 2A - LEASES (§§ 47-2A-101 — 47-2A-532) › Part 3 - EFFECT OF LEASE CONTRACT (§§ 47-2A-301 — 47-2A-311) › Section 47-2A-304 - Subsequent lease of goods by lessor

(1)
Subject to §
47-2A-303
, a subsequent lessee from a lessor of goods under an existing lease contract obtains, to the extent of the leasehold interest transferred, the leasehold interest in the goods that the lessor had or had power to transfer, and except as provided in subsection (2) and §
47-2A-527(4)
, takes subject to the existing lease contract. A lessor with voidable title has power to transfer a good leasehold interest to a good faith subsequent lessee for value, but only to the extent set forth in the preceding sentence. If goods have been delivered under a transaction of purchase, the lessor has that power even though:
(a)
the lessor's transferor was deceived as to the identity of the lessor;
(b)
the delivery was in exchange for a check which is later dishonored;
(c)
it was agreed that the transaction was to be a "cash sale"; or
(d)
the delivery was procured through fraud punishable as larcenous under the criminal law.
(2)
A subsequent lessee in the ordinary course of business from a lessor who is a merchant dealing in goods of that kind to whom the goods were entrusted by the existing lessee of that lessor before the interest of the subsequent lessee became enforceable against that lessor obtains, to the extent of the leasehold interest transferred, all of that lessor's and the existing lessee's rights to the goods, and takes free of the existing lease contract.
(3)
A subsequent lessee from the lessor of goods that are subject to an existing lease contract and are covered by a certificate of title issued under a statute of this state or of another jurisdiction takes no greater rights than those provided both by this section and by the certificate of title statute.
Acts 1993, ch. 398, § 1.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 2A - LEASES (§§ 47-2A-101 — 47-2A-532) › Part 3 - EFFECT OF LEASE CONTRACT (§§ 47-2A-301 — 47-2A-311) › Section 47-2A-305 - Sale or sublease of goods by lessee

(1)
Subject to the provisions of §
47-2A-303
, a buyer or sublessee from the lessee of goods under an existing lease contract obtains, to the extent of the interest transferred, the leasehold interest in the goods that the lessee had or had power to transfer, and except as provided in subsection (2) and §
47-2A-511(4)
, takes subject to the existing lease contract. A lessee with a voidable leasehold interest has power to transfer a good leasehold interest to a good faith buyer for value or a good faith sublessee for value, but only to the extent set forth in the preceding sentence. When goods have been delivered under a transaction of lease the lessee has that power even though:
(a)
the lessor was deceived as to the identity of the lessee;
(b)
the delivery was in exchange for a check which is later dishonored; or
(c)
the delivery was procured through fraud punishable as larcenous under the criminal law.
(2)
A buyer in the ordinary course of business or a sublessee in the ordinary course of business from a lessee who is a merchant dealing in goods of that kind to whom the goods were entrusted by the lessor obtains, to the extent of the interest transferred, all of the lessor's and lessee's rights to the goods, and takes free of the existing lease contract.
(3)
A buyer or sublessee from the lessee of goods that are subject to an existing lease contract and are covered by a certificate of title issued under a statute of this state or of another jurisdiction takes no greater rights than those provided both by this section and by the certificate of title statute.
Acts 1993, ch. 398, § 1.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 2A - LEASES (§§ 47-2A-101 — 47-2A-532) › Part 3 - EFFECT OF LEASE CONTRACT (§§ 47-2A-301 — 47-2A-311) › Section 47-2A-306 - Priority of certain liens arising by operation of law

If a person in the ordinary course of his or her business furnishes services or materials with respect to goods subject to a lease contract, a lien upon those goods in the possession of that person given by statute or rule of law for those materials or services takes priority over any interest of the lessor or lessee under the lease contract or this chapter unless the lien is created by statute and the statute provides otherwise or unless the lien is created by rule of law and the rule of law provides otherwise.
Acts 1993, ch. 398, § 1; 1994, ch. 724, § 4.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 2A - LEASES (§§ 47-2A-101 — 47-2A-532) › Part 3 - EFFECT OF LEASE CONTRACT (§§ 47-2A-301 — 47-2A-311) › Section 47-2A-307 - Priority of liens arising by attachment or levy on, security interests in, and other claims to goods

(1)
Except as otherwise provided in §
47-2A-306
, a creditor of a lessee takes subject to the lease contract.
(2)
Except as otherwise provided in subsection (3) and in §§
47-2A-306
and
47-2A-308
, a creditor of a lessor takes subject to the lease unless the creditor holds a lien that attached to the goods before the lease contract became enforceable.
(3)
Except as otherwise provided in §§
47-9-317
,
47-9-321
, and
47-9-323
, a lessee takes a leasehold interest subject to a security interest held by a creditor of the lessor.
Acts 1993, ch. 398, § 1; 2000, ch. 846, § 11.