reglab/statecodes huggingface dataset:
2023 Texas Statutes › Business and Commerce Code › Title 1 - Uniform Commercial Code › Chapter 2A - Leases › Subchapter B. Formation and Construction of Lease Contract › Section 2A.201. Statute of Frauds

Sec. 2A.201.  STATUTE OF FRAUDS.  (a)  A lease contract is not enforceable by way of action or defense unless:
(1)  the total payments to be made under the lease contract, excluding payments for options to renew or buy, are less than $1,000;  or
(2)  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.
(b)  Any description of leased goods or of the lease term is sufficient and satisfies Subsection (a)(2), whether or not it is specific, if it reasonably identifies what is described.
(c)  A writing is not insufficient because it omits or incorrectly states a term agreed upon, but the lease contract is not enforceable under Subsection (a)(2) beyond the lease term and the quantity of goods shown in the writing.
(d)  A lease contract that does not satisfy the requirements of Subsection (a), but which is valid in other respects, is enforceable:
(1)  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;
(2)  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;
(3)  with respect to goods that have been received and accepted by the lessee;  or
(4)  if the lease contract would otherwise be enforceable under general principles of equitable estoppel, detrimental reliance or unjust enrichment.
(e)  The lease term under a lease contract referred to in Subsection (d) is:
(1)  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;
(2)  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
(3)  a reasonable lease term.
Added by Acts 1993, 73rd Leg., ch. 570, Sec. 1, eff. Sept. 1, 1993.
2023 Texas Statutes › Business and Commerce Code › Title 1 - Uniform Commercial Code › Chapter 2A - Leases › Subchapter B. Formation and Construction of Lease Contract › Section 2A.202. Final Written Expression; Parol or Extrinsic Evidence

Sec. 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 a prior agreement or of a contemporaneous oral agreement but may be explained or supplemented:
(1)  by course of dealing or usage of trade or by course of performance;  and
(2)  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 by Acts 1993, 73rd Leg., ch. 570, Sec. 1, eff. Sept. 1, 1993.
2023 Texas Statutes › Business and Commerce Code › Title 1 - Uniform Commercial Code › Chapter 2A - Leases › Subchapter B. Formation and Construction of Lease Contract › Section 2A.203. Seals Inoperative

Sec. 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 by Acts 1993, 73rd Leg., ch. 570, Sec. 1, eff. Sept. 1, 1993.
2023 Texas Statutes › Business and Commerce Code › Title 1 - Uniform Commercial Code › Chapter 2A - Leases › Subchapter B. Formation and Construction of Lease Contract › Section 2A.204. Formation in General

Sec. 2A.204.  FORMATION IN GENERAL.  (a)  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.
(b)  An agreement sufficient to constitute a lease contract may be found although the moment of its making is undetermined.
(c)  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 by Acts 1993, 73rd Leg., ch. 570, Sec. 1, eff. Sept. 1, 1993.
2023 Texas Statutes › Business and Commerce Code › Title 1 - Uniform Commercial Code › Chapter 2A - Leases › Subchapter B. Formation and Construction of Lease Contract › Section 2A.205. Firm Offers

Sec. 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 by Acts 1993, 73rd Leg., ch. 570, Sec. 1, eff. Sept. 1, 1993.
2023 Texas Statutes › Business and Commerce Code › Title 1 - Uniform Commercial Code › Chapter 2A - Leases › Subchapter B. Formation and Construction of Lease Contract › Section 2A.206. Offer and Acceptance in Formation of Lease Contract

Sec. 2A.206.  OFFER AND ACCEPTANCE IN FORMATION OF LEASE CONTRACT.  (a)  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.
(b)  If the beginning of a requested performance is a reasonable method of acceptance, an offeror who is not notified of acceptance within a reasonable time may treat the offer as having lapsed before acceptance.
Added by Acts 1993, 73rd Leg., ch. 570, Sec. 1, eff. Sept. 1, 1993.
2023 Texas Statutes › Business and Commerce Code › Title 1 - Uniform Commercial Code › Chapter 2A - Leases › Subchapter B. Formation and Construction of Lease Contract › Section 2A.208. Modification, Rescission and Waiver

Sec. 2A.208.  MODIFICATION, RESCISSION AND WAIVER.  (a)  An agreement modifying a lease contract needs no consideration to be binding.
(b)  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.
(c)  Although an attempt at modification or rescission does not satisfy the requirements of Subsection (b), it may operate as a waiver.
(d)  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 a retraction would be unjust in view of a material change of position in reliance on the waiver.
Added by Acts 1993, 73rd Leg., ch. 570, Sec. 1, eff. Sept. 1, 1993.
2023 Texas Statutes › Business and Commerce Code › Title 1 - Uniform Commercial Code › Chapter 2A - Leases › Subchapter B. Formation and Construction of Lease Contract › Section 2A.209. Lessee Under Finance Lease as Beneficiary of Supply Contract

Sec. 2A.209.  LESSEE UNDER FINANCE LEASE AS BENEFICIARY OF SUPPLY CONTRACT.  (a)  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.
(b)  The extension of the benefit of a supplier's promises and of warranties to the lessee (Section 2A.209(a)) does not:
(1)  modify the rights and obligations of the parties to the supply contract, whether arising therefrom or otherwise;  or
(2)  impose any duty or liability under the supply contract on the lessee.
(c)  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.
(d)  In addition to the extension of the benefit of the supplier's promises and of warranties to the lessee under Subsection (a), 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 by Acts 1993, 73rd Leg., ch. 570, Sec. 1, eff. Sept. 1, 1993.
2023 Texas Statutes › Business and Commerce Code › Title 1 - Uniform Commercial Code › Chapter 2A - Leases › Subchapter B. Formation and Construction of Lease Contract › Section 2A.210. Express Warranties

Sec. 2A.210.  EXPRESS WARRANTIES.  (a)  Express warranties by the lessor are created as follows:
(1)  Any affirmation of fact or promise made by the lessor to the lessee that 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.
(2)  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.
(3)  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.
(b)  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 by Acts 1993, 73rd Leg., ch. 570, Sec. 1, eff. Sept. 1, 1993.
2023 Texas Statutes › Business and Commerce Code › Title 1 - Uniform Commercial Code › Chapter 2A - Leases › Subchapter B. Formation and Construction of Lease Contract › Section 2A.211. Warranties Against Interference and Against Infringement; Lessee's Obligation Against Infringement

Sec. 2A.211.  WARRANTIES AGAINST INTERFERENCE AND AGAINST INFRINGEMENT;  LESSEE'S OBLIGATION AGAINST INFRINGEMENT.  (a)  There is in a lease contract a warranty that for the lease term no person holds a claim to or interest in the goods that arose from an act or omission of the lessor other than a claim by way of infringement or the like, which will interfere with the lessee's enjoyment of its leasehold interest.
(b)  Except in a finance lease there is in a lease contract by a lessor who is a merchant regularly dealing in goods of the kind a warranty that the goods are delivered free of the rightful claim of any person by way of infringement or the like.
(c)  A lessee who furnishes specifications to a lessor or a supplier shall hold the lessor and the supplier harmless against a claim by way of infringement or the like that arises out of compliance with the specifications.
Added by Acts 1993, 73rd Leg., ch. 570, Sec. 1, eff. Sept. 1, 1993.
2023 Texas Statutes › Business and Commerce Code › Title 1 - Uniform Commercial Code › Chapter 2A - Leases › Subchapter B. Formation and Construction of Lease Contract › Section 2A.212. Implied Warranty of Merchantability

Sec. 2A.212.  IMPLIED WARRANTY OF MERCHANTABILITY.  (a)  Except in a finance lease, a warranty that the goods will be merchantable is implied in a lease contract if the lessor is a merchant with respect to goods of that kind.
(b)  Goods to be merchantable must be at least such as:
(1)  pass without objection in the trade under the description in the lease agreement;
(2)  in the case of fungible goods, are of fair average quality within the description;
(3)  are fit for the ordinary purposes for which goods of that type are used;
(4)  run, within the variation permitted by the lease agreement, of even kind, quality, and quantity within each unit and among all units involved;
(5)  are adequately contained, packaged, and labeled as the lease agreement may require;  and
(6)  conform to any promises or affirmations of fact made on the container or label.
(c)  Other implied warranties may arise from course of dealing or usage of trade.
Added by Acts 1993, 73rd Leg., ch. 570, Sec. 1, eff. Sept. 1, 1993.
2023 Texas Statutes › Business and Commerce Code › Title 1 - Uniform Commercial Code › Chapter 2A - Leases › Subchapter B. Formation and Construction of Lease Contract › Section 2A.213. Implied Warranty of Fitness for Particular Purpose

Sec. 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 by Acts 1993, 73rd Leg., ch. 570, Sec. 1, eff. Sept. 1, 1993.
2023 Texas Statutes › Business and Commerce Code › Title 1 - Uniform Commercial Code › Chapter 2A - Leases › Subchapter B. Formation and Construction of Lease Contract › Section 2A.214. Exclusion or Modification of Warranties

Sec. 2A.214.  EXCLUSION OR MODIFICATION OF WARRANTIES.  (a)  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 whenever reasonable, as consistent with each other;  but, subject to the provisions of Section 2A.202 on parol or extrinsic evidence, negation or limitation is inoperative to the extent that the construction is unreasonable.
(b)  Subject to Subsection (c), to exclude or modify the implied warranty of merchantability or any part of it the language must mention "merchantability," be by a writing, and be conspicuous.  Subject to Subsection (c), to exclude or modify an implied warranty of fitness the exclusion must be by a writing and be conspicuous.  Language to exclude all implied warranties of fitness is sufficient if it is in writing, is conspicuous and states, for example, "There is no warranty that the goods will be fit for a particular purpose."
(c)  Notwithstanding Subsection (b), but subject to Subsection (d):
(1)  unless the circumstances indicate otherwise, all implied warranties are excluded by expressions like "as is," or "with all faults," or by other language that in common understanding calls the lessee's attention to the exclusion of warranties and makes plain that there is no implied warranty, if in writing and conspicuous;
(2)  if the lessee before entering into the lease contract has examined the goods or the sample or model as fully as desired or has refused to examine the goods, there is no implied warranty with regard to defects that an examination ought in the circumstances to have revealed;  and
(3)  an implied warranty also may be excluded or modified by course of dealing, course of performance, or usage of trade.
(d)  To exclude or modify a warranty against interference or against infringement (Section 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.
Added by Acts 1993, 73rd Leg., ch. 570, Sec. 1, eff. Sept. 1, 1993.
2023 Texas Statutes › Business and Commerce Code › Title 1 - Uniform Commercial Code › Chapter 2A - Leases › Subchapter B. Formation and Construction of Lease Contract › Section 2A.215. Accumulation and Conflict of Warranties Express or Implied

Sec. 2A.215.  ACCUMULATION AND CONFLICT OF WARRANTIES EXPRESS OR IMPLIED.  Warranties, whether express or implied, must be construed as consistent with each other and as cumulative, but if that construction is unreasonable, the intention of the parties determines which warranty is dominant.  In ascertaining that intention the following rules apply:
(1)  exact or technical specifications displace an inconsistent sample or model or general language of description;
(2)  a sample from an existing bulk displaces inconsistent general language of description;  and
(3)  express warranties displace inconsistent implied warranties other than an implied warranty of fitness for a particular purpose.
Added by Acts 1993, 73rd Leg., ch. 570, Sec. 1, eff. Sept. 1, 1993.
2023 Texas Statutes › Business and Commerce Code › Title 1 - Uniform Commercial Code › Chapter 2A - Leases › Subchapter B. Formation and Construction of Lease Contract › Section 2A.216. Third-Party Beneficiaries of Express and Implied Warranties

Sec. 2A.216.  THIRD-PARTY BENEFICIARIES OF EXPRESS AND IMPLIED WARRANTIES.  This chapter does not provide whether anyone other than a lessee may take advantage of an express or implied warranty of quality made to the lessee or whether the lessee or anyone entitled to take advantage of a warranty made to the lessee may sue a third party other than the immediate lessor, or the supplier in a finance lease, for deficiencies in the quality of the goods.  These matters are left to the courts for their determination.
Added by Acts 1993, 73rd Leg., ch. 570, Sec. 1, eff. Sept. 1, 1993.
2023 Texas Statutes › Business and Commerce Code › Title 1 - Uniform Commercial Code › Chapter 2A - Leases › Subchapter B. Formation and Construction of Lease Contract › Section 2A.217. Identification

Sec. 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:
(1)  when the lease contract is made if the lease contract is for a lease of goods that are existing and identified;
(2)  when the goods are shipped, marked, or otherwise designated by the lessor as goods to which the lease contract refers, if the lease contract is for a lease of goods that are not existing and identified;  or
(3)  when the young are conceived, if the lease contract is for a lease of the unborn young of animals.
Added by Acts 1993, 73rd Leg., ch. 570, Sec. 1, eff. Sept. 1, 1993.
2023 Texas Statutes › Business and Commerce Code › Title 1 - Uniform Commercial Code › Chapter 2A - Leases › Subchapter B. Formation and Construction of Lease Contract › Section 2A.218. Insurance and Proceeds

Sec. 2A.218.  INSURANCE AND PROCEEDS.  (a)  A lessee obtains an insurable interest when existing goods are identified to the lease contract even though the goods identified are nonconforming and the lessee has an option to reject them.
(b)  If a lessee has an insurable interest only by reason of the lessor's identification of the goods, the lessor, until default or insolvency or notification to the lessee that identification is final, may substitute other goods for those identified.
(c)  Notwithstanding a lessee's insurable interest under Subsections (a) and (b), the lessor retains an insurable interest during the existence of the lease contract.
(d)  Nothing in this section impairs any insurable interest recognized under any other statute or rule of law.
(e)  The parties by agreement may determine that one or more parties have an obligation to obtain and pay for insurance covering the goods and by agreement may determine the beneficiary of the proceeds of the insurance.
Added by Acts 1993, 73rd Leg., ch. 570, Sec. 1, eff. Sept. 1, 1993.
2023 Texas Statutes › Business and Commerce Code › Title 1 - Uniform Commercial Code › Chapter 2A - Leases › Subchapter B. Formation and Construction of Lease Contract › Section 2A.219. Risk of Loss

Sec. 2A.219.  RISK OF LOSS.  (a)  Except in the case of a finance lease, risk of loss is retained by the lessor and does not pass to the lessee.  In the case of a finance lease, risk of loss passes to the lessee.
(b)  Subject to the provisions of this chapter on the effect of default on risk of loss (Section 2A.220), if risk of loss is to pass to the lessee and the time of passage is not stated, the following rules apply:
(1)  If the lease contract requires or authorizes the goods to be shipped by carrier:
(A)  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
(B)  if it does require delivery at a particular destination and the goods are there duly tendered while in the possession of the carrier, the risk of loss passes to the lessee when the goods are there duly so tendered as to enable the lessee to take delivery.
(2)  If the goods are held by a bailee to be delivered without being moved, the risk of loss passes to the lessee on acknowledgement by the bailee of the lessee's right to possession of the goods.
(3)  In any case not within Subdivision (1) or (2), the risk of loss passes to the lessee on tender of delivery if the lessee is a merchant;  otherwise the risk of loss passes to the lessee on the lessee's receipt of the goods.
Added by Acts 1993, 73rd Leg., ch. 570, Sec. 1, eff. Sept. 1, 1993.
2023 Texas Statutes › Business and Commerce Code › Title 1 - Uniform Commercial Code › Chapter 2A - Leases › Subchapter B. Formation and Construction of Lease Contract › Section 2A.220. Effect of Default on Risk of Loss

Sec. 2A.220.  EFFECT OF DEFAULT ON RISK OF LOSS.  (a)  Where risk of loss is to pass to the lessee and the time of passage is not stated:
(1)  if a tender or delivery of goods so fails to conform to the lease contract as to give a right of rejection, the risk of their loss remains with the lessor, or, in the case of a finance lease, the supplier, until cure or acceptance;  or
(2)  if the lessee rightfully revokes acceptance, the lessee, to the extent of any deficiency in the lessee's effective insurance coverage, may treat the risk of loss as having remained with the lessor from the beginning.
(b)  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 the lessor's or the supplier's effective insurance coverage may treat the risk of loss as resting on the lessee for a commercially reasonable time.
Added by Acts 1993, 73rd Leg., ch. 570, Sec. 1, eff. Sept. 1, 1993.
2023 Texas Statutes › Business and Commerce Code › Title 1 - Uniform Commercial Code › Chapter 2A - Leases › Subchapter B. Formation and Construction of Lease Contract › Section 2A.221. Casualty to Identified Goods

Sec. 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 under the lease agreement or Section 2A.219:
(1)  if the loss is total, the lease contract is avoided;  and
(2)  if the loss is partial or the goods have so deteriorated as to no longer conform to the lease contract, the lessee may nevertheless demand inspection and at the lessee's 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.
Added by Acts 1993, 73rd Leg., ch. 570, Sec. 1, eff. Sept. 1, 1993.
2023 Texas Statutes › Business and Commerce Code › Title 1 - Uniform Commercial Code › Chapter 2A - Leases › Subchapter C. Effect of Lease Contract › Section 2A.301. Enforceability of Lease Contract

Sec. 2A.301.  ENFORCEABILITY OF LEASE CONTRACT.  Except as otherwise provided in this title, 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.
Added by Acts 1993, 73rd Leg., ch. 570, Sec. 1, eff. Sept. 1. 1993.
2023 Texas Statutes › Business and Commerce Code › Title 1 - Uniform Commercial Code › Chapter 2A - Leases › Subchapter C. Effect of Lease Contract › Section 2A.302. Title to and Possession of Goods

Sec. 2A.302.  TITLE TO AND POSSESSION OF GOODS.  Except as otherwise provided in this title, 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.
Added by Acts 1993, 73rd Leg., ch. 570, Sec. 1, eff. Sept. 1, 1993.
2023 Texas Statutes › Business and Commerce Code › Title 1 - Uniform Commercial Code › Chapter 2A - Leases › Subchapter C. Effect of Lease Contract › Section 2A.304. Subsequent Lease of Goods by Lessor

Sec. 2A.304.  SUBSEQUENT LEASE OF GOODS BY LESSOR.  (a)  Subject to Section 2A.303 of this chapter, 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 by Subsection (b) or Section 2A.527(d) takes subject to the existing lease contract.  A lessor with voidable title has power to transfer a good leasehold interest to a good faith subsequent lessee for value, but only to the extent set forth in the preceding sentence.  If goods have been delivered under a transaction of purchase, the lessor has that power even though:
(1)  the lessor's transferor was deceived as to the identity of the lessor;
(2)  the delivery was in exchange for a check which is later dishonored;
(3)  it was agreed that the transaction was to be a "cash sale";  or
(4)  the delivery was procured through fraud punishable as larcenous under the criminal law.
(b)  A subsequent lessee in the ordinary course of business from a lessor who is a merchant dealing in goods of that kind to whom the goods were entrusted by the existing lessee of that lessor before the interest of the subsequent lessee became enforceable against that lessor obtains, to the extent of the leasehold interest transferred, all of that lessor's and the existing lessee's rights to the goods, and takes free of the existing lease contract.
(c)  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.
Added by Acts 1993, 73rd Leg., ch. 570, Sec. 1, eff. Sept. 1, 1993.
2023 Texas Statutes › Business and Commerce Code › Title 1 - Uniform Commercial Code › Chapter 2A - Leases › Subchapter C. Effect of Lease Contract › Section 2A.305. Sale or Sublease of Goods by Lessee

Sec. 2A.305.  SALE OR SUBLEASE OF GOODS BY LESSEE.  (a)  Subject to the provisions of Section 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 by Subsection (b) and Section 2A.511, takes subject to the existing lease contract.  A lessee with a voidable leasehold interest has power to transfer a good leasehold interest to a good faith buyer for value or a good faith sublessee for value, but only to the extent set forth in the preceding sentence.  When goods have been delivered under a transaction of lease the lessee has that power even though:
(1)  the lessor was deceived as to the identity of the lessee;
(2)  the delivery was in exchange for a check which is later dishonored;  or
(3)  the delivery was procured through fraud punishable as larcenous under the criminal law.
(b)  A buyer in the ordinary course of business or a sublessee in the ordinary course of business from a lessee who is a merchant dealing in goods of that kind to whom the goods were entrusted by the lessor obtains, to the extent of the interest transferred, all of the lessor's and lessee's rights to the goods, and takes free of the existing lease contract.
(c)  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.
Added by Acts 1993, 73rd Leg., ch. 570, Sec. 1, eff. Sept. 1, 1993.
2023 Texas Statutes › Business and Commerce Code › Title 1 - Uniform Commercial Code › Chapter 2A - Leases › Subchapter C. Effect of Lease Contract › Section 2A.306. Priority of Certain Liens Arising by Operation of Law

Sec. 2A.306.  PRIORITY OF CERTAIN LIENS ARISING BY OPERATION OF LAW.  If a person in the ordinary course of the person's 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.
Added by Acts 1993, 73rd Leg., ch. 570, Sec. 1, eff. Sept. 1, 1993.
2023 Texas Statutes › Business and Commerce Code › Title 1 - Uniform Commercial Code › Chapter 2A - Leases › Subchapter C. Effect of Lease Contract › Section 2A.307. Priority of Liens Arising by Attachment or Levy On, Security Interests In, and Other Claims to Goods

Sec. 2A.307.  PRIORITY OF LIENS ARISING BY ATTACHMENT OR LEVY ON, SECURITY INTERESTS IN, AND OTHER CLAIMS TO GOODS.  (a)  Except as otherwise provided in Section 2A.306, a creditor of a lessee takes subject to the lease contract.
(b)  Except as otherwise provided in Subsection (c) and Sections 2A.306 and 2A.308, a creditor of a lessor takes subject to the lease contract unless the creditor holds a lien that attached to the goods before the lease contract became enforceable.
(c)  Except as otherwise provided in Sections 9.317, 9.321, and 9.323, a lessee takes a leasehold interest subject to a security interest held by a creditor of the lessor.
Added by Acts 1993, 73rd Leg., ch. 570, Sec. 1, eff. Sept. 1, 1993.  Amended by Acts 1999, 76th Leg., ch. 414, Sec. 2.21, eff. July 1, 2001.
2023 Texas Statutes › Business and Commerce Code › Title 1 - Uniform Commercial Code › Chapter 2A - Leases › Subchapter C. Effect of Lease Contract › Section 2A.308. Special Rights of Creditors

Sec. 2A.308.  SPECIAL RIGHTS OF CREDITORS.  (a)  A creditor of a lessor in possession of goods subject to a lease contract may treat the lease contract as void if as against the creditor retention of possession by the lessor is fraudulent or voids the lease contract under any statute or rule of law, but retention of possession in good faith and current course of trade by the lessor for a commercially reasonable time after the lease contract becomes enforceable is not fraudulent and does not void the lease contract.
(b)  Nothing in this chapter impairs the rights of creditors of a lessor if the lease contract is made under circumstances which under any statute or rule of law apart from this chapter would constitute the transaction a fraudulent transfer or voidable preference.
(c)  A creditor of a seller may treat a sale or an identification of goods to a contract for sale as void if as against the creditor retention of possession by the seller is fraudulent under any statute or rule of law, but retention of possession of the goods pursuant to a lease contract entered into by the seller as lessee and the buyer as lessor in connection with the sale or identification of the goods is not fraudulent if the buyer bought for value and in good faith.
Added by Acts 1993, 73rd Leg., ch. 570, Sec. 1, eff. Sept. 1, 1993.
2023 Texas Statutes › Business and Commerce Code › Title 1 - Uniform Commercial Code › Chapter 2A - Leases › Subchapter C. Effect of Lease Contract › Section 2A.310. Lessor's and Lessee's Rights When Goods Become Accessions

Sec. 2A.310.  LESSOR'S AND LESSEE'S RIGHTS WHEN GOODS BECOME ACCESSIONS.  (a)  Goods are "accessions" when they are installed in or affixed to other goods.
(b)  The lessor's residual interest in the accessions and the interest of a lessor or a lessee under a lease contract entered into before the goods became accessions are superior to all interests in the whole except as stated in Subsection (d).
(c)  The lessor's residual interest in the accessions and the interest of a lessor or a lessee under a lease contract entered into at the time or after the goods became accessions are superior to all subsequently acquired interests in the whole except as stated in Subsection (d) but are subordinate to interests in the whole existing at the time the lease contract was made unless the holders of such interests in the whole have in writing consented to the lease or disclaimed an interest in the goods as part of the whole.
(d)  The lessor's residual interest in the accessions and the interest of a lessor or a lessee under a lease contract described by Subsection (b) or (c) are subordinate to the interest of:
(1)  a buyer in the ordinary course of business or a lessee in the ordinary course of business of any interest in the whole acquired after the goods became accessions;  or
(2)  a creditor with a security interest in the whole perfected before the lease contract was made to the extent that the creditor makes subsequent advances without knowledge of the lease contract.
(e)  When under Subsections (b) or (c) and (d) a lessor or a lessee of accessions holds an interest that is superior to all interests in the whole, the lessor or the lessee may (1) on default, expiration, termination, or cancellation of the lease contract by the other party but subject to the provisions of the lease contract and this chapter, or (2) if necessary to enforce the lessor's or lessee's other rights and remedies under this chapter, remove the goods from the whole, free and clear of all interests in the whole, but the party must reimburse any holder of an interest in the whole who is not the lessee and who has not otherwise agreed for the cost of repair of any physical injury but not for any diminution in value of the whole caused by the absence of the goods removed or by any necessity for replacing them.  A person entitled to reimbursement may refuse permission to remove until the party seeking removal gives adequate security for the performance of this obligation.
Added by Acts 1993, 73rd Leg., ch. 570, Sec. 1, eff. Sept. 1, 1993.
2023 Texas Statutes › Business and Commerce Code › Title 1 - Uniform Commercial Code › Chapter 2A - Leases › Subchapter D. Performance of Lease Contract: Repudiated, Substituted and Excused › Section 2A.401. Insecurity: Adequate Assurance of Performance

Sec. 2A.401.  INSECURITY:  ADEQUATE ASSURANCE OF PERFORMANCE.  (a)  A lease contract imposes an obligation on each party that the other's expectation of receiving due performance will not be impaired.
(b)  If reasonable grounds for insecurity arise with respect to the performance of either party, the insecure party may demand in writing adequate assurance of due performance.  Until the insecure party receives that assurance, if commercially reasonable, the insecure party may suspend any performance for which the party has not already received the agreed return.
(c)  A repudiation of the lease contract occurs if assurance of due performance adequate under the circumstances of the particular case is not provided to the insecure party within a reasonable time, not to exceed 30 days after receipt of a demand by the other party.
(d)  Between merchants, the reasonableness of grounds for insecurity and the adequacy of any assurance offered must be determined according to commercial standards.
(e)  Acceptance of any nonconforming delivery or payment does not prejudice the aggrieved party's right to demand adequate assurance of future performance.
Added by Acts 1993, 73rd Leg., ch. 570, Sec. 1, eff. Sept. 1, 1993.
2023 Texas Statutes › Business and Commerce Code › Title 1 - Uniform Commercial Code › Chapter 2A - Leases › Subchapter D. Performance of Lease Contract: Repudiated, Substituted and Excused › Section 2A.402. Anticipatory Repudiation

Sec. 2A.402.  ANTICIPATORY REPUDIATION.  If either party repudiates a lease contract with respect to a performance not yet due under the lease contract, the loss of which performance will substantially impair the value of the lease contract to the other, the aggrieved party may:
(1)  for a commercially reasonable time, await retraction of repudiation and performance by the repudiating party;
(2)  make demand pursuant to Section 2A.401 and await assurance of future performance adequate under the circumstances of the particular case;  or
(3)  resort to any right or remedy on default under the lease contract or this chapter, even though the aggrieved party has notified the repudiating party that the aggrieved party would await the repudiating party's performance and assurance and has urged retraction.  In addition, whether or not the aggrieved party is pursuing one of the foregoing remedies, the aggrieved party may suspend performance or, if the aggrieved party is the lessor, proceed in accordance with the provisions of this chapter on the lessor's right to identify goods to the lease contract notwithstanding default or to salvage unfinished goods (Section 2A.524).
Added by Acts 1993, 73rd Leg., ch. 570, Sec. 1, eff. Sept. 1, 1993.
2023 Texas Statutes › Business and Commerce Code › Title 1 - Uniform Commercial Code › Chapter 2A - Leases › Subchapter D. Performance of Lease Contract: Repudiated, Substituted and Excused › Section 2A.403. Retraction of Anticipatory Repudiation

Sec. 2A.403.  RETRACTION OF ANTICIPATORY REPUDIATION.  (a)  Until the repudiating party's next performance is due, the repudiating party can retract the repudiation unless, since the repudiation, the aggrieved party has canceled the lease contract or materially changed the aggrieved party's position or otherwise indicated that the aggrieved party considers the repudiation final.
(b)  Retraction may be by any method that clearly indicates to the aggrieved party that the repudiating party intends to perform under the lease contract and includes any assurance demanded under Section 2A.401.
(c)  Retraction reinstates a repudiating party's rights under a lease contract with due excuse and allowance to the aggrieved party for any delay occasioned by the repudiation.
Added by Acts 1993, 73rd Leg., ch. 570, Sec. 1, eff. Sept. 1, 1993.
2023 Texas Statutes › Business and Commerce Code › Title 1 - Uniform Commercial Code › Chapter 2A - Leases › Subchapter D. Performance of Lease Contract: Repudiated, Substituted and Excused › Section 2A.404. Substituted Performance

Sec. 2A.404.  SUBSTITUTED PERFORMANCE.  (a)  If without fault of the lessee, the lessor and the supplier, the agreed berthing, loading, or unloading facilities fail or the agreed type of carrier becomes unavailable or the agreed manner of delivery otherwise becomes commercially impracticable, but a commercially reasonable substitute is available, the substitute performance must be tendered and accepted.
(b)  If the agreed means or manner of payment fails because of domestic or foreign governmental regulation:
(1)  the lessor may withhold or stop delivery or cause the supplier to withhold or stop delivery unless the lessee provides a means or manner of payment that is commercially a substantial equivalent;  and
(2)  if delivery has already been taken, payment by the means or in the manner provided by the regulation discharges the lessee's obligation unless the regulation is discriminatory, oppressive, or predatory.
Added by Acts 1993, 73rd Leg., ch. 570, Sec. 1, eff. Sept. 1, 1993.
2023 Texas Statutes › Business and Commerce Code › Title 1 - Uniform Commercial Code › Chapter 2A - Leases › Subchapter D. Performance of Lease Contract: Repudiated, Substituted and Excused › Section 2A.405. Excused Performance

Sec. 2A.405.  EXCUSED PERFORMANCE.  Subject to Section 2A.404 on substituted performance, the following rules apply:
(1)  Delay in delivery or nondelivery in whole or in part by a lessor or a supplier who complies with Subdivisions (2) and (3) is not a default under the lease contract if performance as agreed has been made impracticable by the occurrence of a contingency the nonoccurrence of which was a basic assumption on which the lease contract was made or by compliance in good faith with any applicable foreign or domestic governmental regulation or order, whether or not the regulation or order later proves to be invalid.
(2)  If the causes mentioned in Subdivision (1) affect only part of the lessor's or the supplier's capacity to perform, the lessor or supplier shall allocate production and deliveries among the lessor's or supplier's customers but at the lessor's or supplier's option may include regular customers not then under contract for sale or lease as well as the lessor's or supplier's own requirements for further manufacture.  The lessor or supplier may so allocate in any manner that is fair and reasonable.
(3)  The lessor seasonably shall notify the lessee and in the case of a finance lease the supplier seasonably shall notify the lessor and the lessee, if known, that there will be delay or nondelivery and, if allocation is required under Subdivision (2), of the estimated quota made available for the lessee.
Added by Acts 1993, 73rd Leg., ch. 570, Sec. 1, eff. Sept. 1, 1993.
2023 Texas Statutes › Business and Commerce Code › Title 1 - Uniform Commercial Code › Chapter 2A - Leases › Subchapter D. Performance of Lease Contract: Repudiated, Substituted and Excused › Section 2A.406. Procedure on Excused Performance

Sec. 2A.406.  PROCEDURE ON EXCUSED PERFORMANCE.  (a)  If the lessee receives notification of a material or indefinite delay or an allocation justified under Section 2A.405, the lessee may by written notification to the lessor as to any goods involved, and with respect to all of the goods if under an installment lease contract the value of the whole lease contract is substantially impaired (Section 2A.510):
(1)  terminate the lease contract (Section 2A.505(b));  or
(2)  except in a finance lease that is not a consumer lease, modify the lease contract by accepting the available quota in substitution, with due allowance from the rent payable for the balance of the lease term for the deficiency but without further right against the lessor.
(b)  If, after receipt of a notification from the lessor under Section 2A.405, the lessee fails to modify the lease agreement within a reasonable time not exceeding 30 days, the lease contract lapses with respect to any deliveries affected.
Added by Acts 1993, 73rd Leg., ch. 570, Sec. 1, eff. Sept. 1, 1993.
2023 Texas Statutes › Business and Commerce Code › Title 1 - Uniform Commercial Code › Chapter 2A - Leases › Subchapter D. Performance of Lease Contract: Repudiated, Substituted and Excused › Section 2A.407. Irrevocable Promises: Finance Leases

Sec. 2A.407.  IRREVOCABLE PROMISES:  FINANCE LEASES.  (a)  In the case of a finance lease that is not a consumer lease, a term in the lease agreement that provides that the lessee's promises under the lease contract become irrevocable and independent upon the lessee's acceptance of the goods is enforceable.
(b)  A promise that has become irrevocable and independent under Subsection (a):
(1)  is effective and enforceable between the parties, and by or against third parties including assignees of the parties;  and
(2)  is not subject to cancellation, termination, modification, repudiation, excuse, or substitution without the consent of the party to whom the promise runs.
Added by Acts 1993, 73rd Leg., ch. 570, Sec. 1, eff. Sept. 1, 1993.
2023 Texas Statutes › Business and Commerce Code › Title 1 - Uniform Commercial Code › Chapter 2A - Leases › Subchapter E. Default › Section 2A.501. Default: Procedure

Sec. 2A.501.  DEFAULT:  PROCEDURE.  (a)  Whether the lessor or the lessee is in default under a lease contract is determined by the lease agreement and this chapter.
(b)  If the lessor or the lessee is in default under the lease contract, the party seeking enforcement has rights and remedies as provided in this chapter and, except as limited by this chapter, as provided in the lease agreement.
(c)  If the lessor or the lessee is in default under the lease contract, the party seeking enforcement may reduce the party's claim to judgment or otherwise enforce the lease contract by self-help or any available judicial procedure or nonjudicial procedure, including administrative proceeding, arbitration, or the like, in accordance with this chapter.
(d)  Except as otherwise provided by Section 1.305(a) or this chapter or the lease agreement, the rights and remedies referred to in Subsections (b) and (c) are cumulative.
(e)  If the lease agreement covers both real property and goods, the party seeking enforcement may proceed under this subchapter as to the goods, or under other applicable law as to both the real property and the goods in accordance with that party's rights and remedies in respect of the real property, in which case this subchapter does not apply.
Added by Acts 1993, 73rd Leg., ch. 570, Sec. 1, eff. Sept. 1, 1993.  Amended by Acts 2003, 78th Leg., ch. 542, Sec. 5, eff. Sept. 1, 2003.
2023 Texas Statutes › Business and Commerce Code › Title 1 - Uniform Commercial Code › Chapter 2A - Leases › Subchapter E. Default › Section 2A.502. Notice After Default

Sec. 2A.502.  NOTICE AFTER DEFAULT.  Except as provided by this chapter or the lease agreement, the lessor or lessee in default under the lease contract is not entitled to notice of default or notice of enforcement from the other party to the lease agreement.
Added by Acts 1993, 73rd Leg., ch. 570, Sec. 1, eff. Sept. 1, 1993.