reglab/statecodes huggingface dataset:
2023 Utah Code › Title 70A - Uniform Commercial Code › Chapter 2 - Uniform Commercial Code - Sales › Part 7 - Remedies › Section 712 - "Cover" -- Buyer's procurement of substitute goods.

70A-2-712.
"Cover" -- Buyer's procurement of substitute goods.
(1) After a breach within the preceding section the buyer may "cover" by making in good faith and without unreasonable delay any reasonable purchase of or contract to purchase goods in substitution for those due from the seller.
(2) The buyer may recover from the seller as damages the difference between the cost of cover and the contract price together with any incidental or consequential damages as hereinafter defined (Section 70A-2-715), but less expenses saved in consequence of the seller's breach.
(3) Failure of the buyer to effect cover within this section does not bar him from any other remedy.
Enacted by Chapter 154, 1965 General Session
2023 Utah Code › Title 70A - Uniform Commercial Code › Chapter 2 - Uniform Commercial Code - Sales › Part 7 - Remedies › Section 713 - Buyer's damages for nondelivery or repudiation.

70A-2-713.
Buyer's damages for nondelivery or repudiation.
(1) Subject to the provisions of this chapter with respect to proof of market price (Section 70A-2-723), the measure of damages for nondelivery or repudiation by the seller is the difference between the market price at the time when the buyer learned of the breach and the contract price together with any incidental and consequential damages provided in this chapter (Section 70A-2-715), but less expenses saved in consequence of the seller's breach.
(2) Market price is to be determined as of the place for tender or, in cases of rejection after arrival or revocation of acceptance, as of the place of arrival.
Enacted by Chapter 154, 1965 General Session
2023 Utah Code › Title 70A - Uniform Commercial Code › Chapter 2 - Uniform Commercial Code - Sales › Part 7 - Remedies › Section 714 - Buyer's damages for breach in regard to accepted goods.

70A-2-714.
Buyer's damages for breach in regard to accepted goods.
(1) Where the buyer has accepted goods and given notification (Subsection (3) of Section 70A-2-607) he may recover as damages for any nonconformity of tender the loss resulting in the ordinary course of events from the seller's breach as determined in any manner which is reasonable.
(2) The measure of damages for breach of warranty is the difference at the time and place of acceptance between the value of the goods accepted and the value they would have had if they had been as warranted, unless special circumstances show proximate damages of a different amount.
(3) In a proper case any incidental and consequential damages under the next section may also be recovered.
Enacted by Chapter 154, 1965 General Session
2023 Utah Code › Title 70A - Uniform Commercial Code › Chapter 2 - Uniform Commercial Code - Sales › Part 7 - Remedies › Section 715 - Buyer's incidental and consequential damages.

70A-2-715.
Buyer's incidental and consequential damages.
(1) Incidental damages resulting from the seller's breach include expenses reasonably incurred in inspection, receipt, transportation and care and custody of goods rightfully rejected, any commercially reasonable charges, expenses or commissions in connection with effecting cover and any other reasonable expense incident to the delay or other breach.
(2) Consequential damages resulting from the seller's breach include
(a) any loss resulting from general or particular requirements and needs of which the seller at the time of contracting had reason to know and which could not reasonably be prevented by cover or otherwise; and
(b) injury to person or property proximately resulting from any breach of warranty.
Enacted by Chapter 154, 1965 General Session
2023 Utah Code › Title 70A - Uniform Commercial Code › Chapter 2 - Uniform Commercial Code - Sales › Part 7 - Remedies › Section 716 - Buyer's right to specific performance or replevin.

70A-2-716.
Buyer's right to specific performance or replevin.
(1) Specific performance may be decreed where the goods are unique or in other proper circumstances.
(2) The decree for specific performance may include such terms and conditions as to payment of the price, damages, or other relief as the court may deem just.
(3) The buyer has a right of replevin for goods identified to the contract if after reasonable effort he is unable to effect cover for such goods or the circumstances reasonably indicate that such effort will be unavailing or if the goods have been shipped under reservation and satisfaction of the security interest in them has been made or tendered. In the case of goods bought for personal, family, or household purposes, the buyer's right of replevin vests upon acquisition of a special property, even if the seller had not then repudiated or failed to deliver.
Amended by Chapter 252, 2000 General Session
2023 Utah Code › Title 70A - Uniform Commercial Code › Chapter 2 - Uniform Commercial Code - Sales › Part 7 - Remedies › Section 717 - Deduction of damages from the price.

70A-2-717.
Deduction of damages from the price.
The buyer on notifying the seller of his intention to do so may deduct all or any part of the damages resulting from any breach of the contract from any part of the price still due under the same contract.
Enacted by Chapter 154, 1965 General Session
2023 Utah Code › Title 70A - Uniform Commercial Code › Chapter 2 - Uniform Commercial Code - Sales › Part 7 - Remedies › Section 718 - Liquidation or limitation of damages -- Deposits.

70A-2-718.
Liquidation or limitation of damages -- Deposits.
(1) Damages for breach by either party may be liquidated in the agreement but only at an amount which is reasonable in the light of the anticipated or actual harm caused by the breach, the difficulties of proof of loss, and the inconvenience or nonfeasibility of otherwise obtaining an adequate remedy. A term fixing unreasonably large liquidated damages is void as a penalty.
(2) Where the seller justifiably withholds a delivery of goods because of the buyer's breach, the buyer is entitled to restitution of any amount by which the sum of his payments exceeds
(a) the amount to which the seller is entitled by virtue of terms liquidating the seller's damages in accordance with Subsection (1), or
(b) in the absence of such terms, 20% of the value of the total performance for which the buyer is obligated under the contract or $500, whichever is smaller.
(3) The buyer's right to restitution under Subsection (2) is subject to offset to the extent that the seller establishes
(a) a right to recover damages under the provisions of this chapter other than Subsection (1), and
(b) the amount or value of any benefits received by the buyer directly or indirectly by reason of the contract.
(4) Where a seller has received payment in goods their reasonable value or the proceeds of their resale shall be treated as payments for the purposes of Subsection (2); but if the seller has notice of the buyer's breach before reselling goods received in part performance, his resale is subject to the conditions laid down in this chapter on resale by an aggrieved seller (Section 70A-2-706).
Enacted by Chapter 154, 1965 General Session
2023 Utah Code › Title 70A - Uniform Commercial Code › Chapter 2 - Uniform Commercial Code - Sales › Part 7 - Remedies › Section 719 - Contractual modification or limitation of remedy.

70A-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 this act.
(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.
Enacted by Chapter 154, 1965 General Session
2023 Utah Code › Title 70A - Uniform Commercial Code › Chapter 2 - Uniform Commercial Code - Sales › Part 7 - Remedies › Section 720 - Effect of "cancellation" or "rescission" on claims for antecedent breach.

70A-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.
Enacted by Chapter 154, 1965 General Session
2023 Utah Code › Title 70A - Uniform Commercial Code › Chapter 2 - Uniform Commercial Code - Sales › Part 7 - Remedies › Section 721 - Remedies for fraud.

70A-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.
Enacted by Chapter 154, 1965 General Session
2023 Utah Code › Title 70A - Uniform Commercial Code › Chapter 2 - Uniform Commercial Code - Sales › Part 7 - Remedies › Section 722 - Who can sue third parties for injury to goods.

70A-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:
(1) 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;
(2) 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;
(3) either party may with the consent of the other sue for the benefit of whom it may concern.
Enacted by Chapter 154, 1965 General Session
2023 Utah Code › Title 70A - Uniform Commercial Code › Chapter 2 - Uniform Commercial Code - Sales › Part 7 - Remedies › Section 723 - Proof of market price -- Time and place.

70A-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 (Section 70A-2-708 or Section 70A-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 party is not admissible unless and until he has given the other party such notice as the court finds sufficient to prevent unfair surprise.
Enacted by Chapter 154, 1965 General Session
2023 Utah Code › Title 70A - Uniform Commercial Code › Chapter 2 - Uniform Commercial Code - Sales › Part 7 - Remedies › Section 724 - Admissibility of market quotations.

70A-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.
Enacted by Chapter 154, 1965 General Session
2023 Utah Code › Title 70A - Uniform Commercial Code › Chapter 2 - Uniform Commercial Code - Sales › Part 7 - Remedies › Section 725 - Statute of limitations in contracts for sale.

70A-2-725.
Statute of limitations in contracts for sale.
(1) An action for breach of any contract for sale must be commenced within four years after the cause of action has accrued. By the original agreement the parties may reduce the period of limitation to not less than one year but may not extend it.
(2) A cause of action accrues when the breach occurs, regardless of the aggrieved party's lack of knowledge of the breach. A breach of warranty occurs when tender of delivery is made, except that where a warranty explicitly extends to future performance of the goods and discovery of the breach must await the time of such performance the cause of action accrues when the breach is or should have been discovered.
(3) Where an action commenced within the time limited by Subsection (1) is so terminated as to leave available a remedy by another action for the same breach such other action may be commenced after the expiration of the time limited and within six months after the termination of the first action unless the termination resulted from voluntary discontinuance or from dismissal for failure or neglect to prosecute.
(4) This section does not alter the law on tolling of the statute of limitations nor does it apply to causes of action which have accrued before December 31, 1965.
Amended by Chapter 13, 1998 General Session
2023 Utah Code › Title 70A - Uniform Commercial Code › Chapter 2 - Uniform Commercial Code - Sales › Part 8 - Assistive Technology Warranty Act › Section 803 - Warranties.

70A-2-803.
Warranties.
(1) A manufacturer who sells or leases assistive technology to a consumer in this state, either directly or through an authorized dealer or lessor, shall warrant that the assistive technology shall be free from any condition, defect, or malfunction which substantially impairs the use, value, or safety of the assistive technology for a period of one year from the date of original delivery.
(2) Nothing in this chapter shall limit the ability of the manufacturer or any dealer or lessor from providing additional warranties on assistive technology nor limit or affect any other warranties applicable to assistive technology, whether implied or expressed.
Enacted by Chapter 166, 1997 General Session
2023 Utah Code › Title 70A - Uniform Commercial Code › Chapter 2 - Uniform Commercial Code - Sales › Part 8 - Assistive Technology Warranty Act › Section 804 - Nonconforming assistive technology -- Remedies.

70A-2-804.
Nonconforming assistive technology -- Remedies.
(1)
(a) If assistive technology does not conform to any applicable warranties, and the consumer reports the nonconformity to the manufacturer, its agent, or authorized dealer or lessor within one year from the date of original delivery to the consumer, the manufacturer, its agent, or authorized dealer or lessor shall make repairs necessary to conform the assistive technology to the warranties, whether or not the repairs are made after one year from the date of original delivery.
(b) Repairs, including parts and labor, made under warranty shall be at no charge to the consumer.
(2) After a reasonable attempt to repair the assistive technology, if the manufacturer, its agent, or authorized dealer or lessor is unable to conform the assistive technology to applicable warranties by repairing or correcting any defect, condition, or malfunction that substantially impairs the use, value, or safety of the assistive technology, the manufacturer shall, within 30 days of notice from and at the direction of the consumer:
(a)
(i) replace the assistive technology with comparable new assistive technology; and
(ii) refund any collateral costs; or
(b)
(i) accept return of the assistive technology; and
(ii) refund:
(A) the full purchase price, collateral costs, and any finance charges paid at the point of sale; minus
(B) a reasonable allowance for the use of the assistive technology.
(3)
(a) A "reasonable attempt to repair" has been made to conform assistive technology to applicable warranties if:
(i) the assistive technology has been subject to repair three or more times, for the same reason, by the manufacturer, its agent, or authorized dealer or lessor; or
(ii) the assistive technology is out of service to the consumer for an aggregate of 30 or more calendar days because of warranty nonconformities.
(b) The 30-day period described in Subsection (3)(a)(ii) shall begin on the day the consumer first makes the assistive technology available for repair to the manufacturer, its agent, or authorized dealer or lessor.
Amended by Chapter 200, 1999 General Session
2023 Utah Code › Title 70A - Uniform Commercial Code › Chapter 2 - Uniform Commercial Code - Sales › Part 8 - Assistive Technology Warranty Act › Section 805 - Refunds -- Computation -- Prohibition of enforcement of lease against consumer.

70A-2-805.
Refunds -- Computation -- Prohibition of enforcement of lease against consumer.
(1) Refunds paid by the manufacturer shall be made to the consumer, any lessor, and any perfected lienholders as their interests may appear in order of priority.
(2) A reasonable allowance for use may not exceed the amount obtained by multiplying the full purchase price or lease price of the assistive technology by a fraction, the denominator of which is 1,825 and the numerator of which is the number of days the consumer used the assistive technology before first reporting the nonconformity to the manufacturer, its agent, or authorized dealer or lessor.
(3)
(a) For a consumer who leases assistive technology from a lessor, the manufacturer shall refund to the lessor and to any holder of a perfected security interest in the assistive technology, as the interest may appear, the current value of the written lease.
(b) The current value of the written lease equals the total amount for which that lease obligates the consumer during the period of the lease remaining after its early termination, plus the assistive technology dealer's early termination costs and the value of the assistive technology at the lease expiration date if the lease sets forth that value, less the assistive technology lessor's early termination savings.
(c) The manufacturer shall refund to the consumer the amount that the consumer paid under the lease plus any collateral costs, less a reasonable allowance for use.
(4) The lease may not be enforced against the consumer if the consumer receives a refund under this chapter.
Enacted by Chapter 166, 1997 General Session
2023 Utah Code › Title 70A - Uniform Commercial Code › Chapter 2 - Uniform Commercial Code - Sales › Part 8 - Assistive Technology Warranty Act › Section 806 - Resale or release of returned assistive technology -- Prohibition.

70A-2-806.
Resale or release of returned assistive technology -- Prohibition.
Assistive technology which is replaced by a manufacturer under this chapter or under a similar law of another state may not be sold or leased again in this state unless full written disclosure of the reason for return is made to any prospective purchaser or lessee.
Enacted by Chapter 166, 1997 General Session
2023 Utah Code › Title 70A - Uniform Commercial Code › Chapter 2 - Uniform Commercial Code - Sales › Part 8 - Assistive Technology Warranty Act › Section 807 - Consumer may not waive rights under chapter -- Enforcement -- Remedies not exclusive.

70A-2-807.
Consumer may not waive rights under chapter -- Enforcement -- Remedies not exclusive.
(1) Any waiver by a consumer of rights under this chapter is void.
(2)
(a) A consumer may bring an action in district court to enforce the consumer's rights under this chapter.
(b) The court shall award a consumer who prevails in an action under this chapter twice the amount of any pecuniary loss, together with costs, disbursements, reasonable attorney's fees, and any equitable relief that the court determines is appropriate.
(3) The attorney general may file an action in district court to enforce this chapter on behalf of any consumer or in its own behalf. In addition to the other remedies provided in this chapter, the attorney general is also entitled to an award for reasonable attorney's fees, court costs, and investigative expenses.
(4) This chapter shall not be construed as imposing any liability on an authorized dealer or lessor or as creating a cause of action by a consumer against a dealer or lessor, except regarding any express warranties made by the dealer or lessor apart from the manufacturer's warranties.
(5) Nothing in this chapter shall limit or impair the rights or remedies which are otherwise available to a consumer under any other provision of law.
Enacted by Chapter 166, 1997 General Session
2023 Utah Code › Title 70A - Uniform Commercial Code › Chapter 2a - Uniform Commercial Code - Leases › Part 1 - Short Title, Definitions, Options › Section 104 - Leases subject to other law.

70A-2a-104.
Leases subject to other law.
(1) A lease, although subject to this chapter, is also subject to any applicable:
(a) certificate of title statute of this state;
(b) certificate of title statute of another jurisdiction as provided in Section 70A-2a-105;
(c) consumer protection statute of this state; or
(d) final consumer protection decision of a court of this state as of July 1, 1993.
(2) In case of conflict between this chapter (other than Section 70A-2a-105 and Subsections 70A-2a-304(3) and 70A-2a-305(3)) and a statute or decision referred to in Subsection (1), the statute or decision controls.
(3) Failure to comply with any applicable law has only the effect specified in that law.
Amended by Chapter 237, 1993 General Session
2023 Utah Code › Title 70A - Uniform Commercial Code › Chapter 2a - Uniform Commercial Code - Leases › Part 1 - Short Title, Definitions, Options › Section 105 - Territorial application to goods covered by certificate of title.

70A-2a-105.
Territorial application to goods covered by certificate of title.
Subject to the provisions of Subsections 70A-2a-304(3) and 70A-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 surrender of the certificate or four months after the goods are removed from that jurisdiction, and thereafter until a new certificate of title is issued by another jurisdiction.
Enacted by Chapter 197, 1990 General Session
2023 Utah Code › Title 70A - Uniform Commercial Code › Chapter 2a - Uniform Commercial Code - Leases › Part 1 - Short Title, Definitions, Options › Section 106 - Limitation on power of parties to consumer lease to choose applicable law and judicial forum.

70A-2a-106.
Limitation on power of parties to consumer lease to choose applicable law and judicial forum.
(1) If the law chosen by the parties to a consumer lease is that of a jurisdiction other than a jurisdiction in which the lessee resides at the time the lease agreement becomes enforceable or within 30 days thereafter or in which the goods are to be used or if the goods are to be used in more than one jurisdiction none of which is the residence of the lessee in which the lease is executed by the lessee, 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.
Enacted by Chapter 197, 1990 General Session
2023 Utah Code › Title 70A - Uniform Commercial Code › Chapter 2a - Uniform Commercial Code - Leases › Part 1 - Short Title, Definitions, Options › Section 107 - Waiver or renunciation of claim or right after default.

70A-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.
Enacted by Chapter 197, 1990 General Session
2023 Utah Code › Title 70A - Uniform Commercial Code › Chapter 2a - Uniform Commercial Code - Leases › Part 1 - Short Title, Definitions, Options › Section 108 - Unconscionability.

70A-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 limit the application of an unconscionable clause 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 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.
Enacted by Chapter 197, 1990 General Session
2023 Utah Code › Title 70A - Uniform Commercial Code › Chapter 2a - Uniform Commercial Code - Leases › Part 1 - Short Title, Definitions, Options › Section 109 - Option to accelerate at will.

70A-2a-109.
Option to accelerate at will.
(1) A term providing that one party or his successor in interest may accelerate payment or performance or require collateral or additional collateral "at will" or "when he deems himself insecure" or in words of similar import must be construed to mean that he has power to do so only if he 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.
Enacted by Chapter 197, 1990 General Session
2023 Utah Code › Title 70A - Uniform Commercial Code › Chapter 2a - Uniform Commercial Code - Leases › Part 2 - Statute of Frauds, Seal, Offers, Warranties, Insurance › Section 201 - Statute of frauds.

70A-2a-201.
Statute of frauds.
(1) A lease contract is not enforceable by way of action or defense unless:
(a) in a lease contract that is not a consumer lease, the total payments to be made under the lease contract, excluding payments for options to renew or buy, are less than $1,000; or
(b) there is a writing, signed by the party against whom enforcement is sought or by that party's authorized agent, sufficient to indicate that a lease contract has been made between the parties and to describe the goods leased and the lease term.
(2) Any description of leased goods or of the lease term is sufficient and satisfies Subsection (1)(b), 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 enforceable:
(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) if there is a reasonable lease term.
Enacted by Chapter 197, 1990 General Session
2023 Utah Code › Title 70A - Uniform Commercial Code › Chapter 2a - Uniform Commercial Code - Leases › Part 2 - Statute of Frauds, Seal, Offers, Warranties, Insurance › Section 202 - Final written expression -- Parol or extrinsic evidence.

70A-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:
(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.
Enacted by Chapter 197, 1990 General Session
2023 Utah Code › Title 70A - Uniform Commercial Code › Chapter 2a - Uniform Commercial Code - Leases › Part 2 - Statute of Frauds, Seal, Offers, Warranties, Insurance › Section 203 - Seals inoperative.

70A-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.
Enacted by Chapter 197, 1990 General Session
2023 Utah Code › Title 70A - Uniform Commercial Code › Chapter 2a - Uniform Commercial Code - Leases › Part 2 - Statute of Frauds, Seal, Offers, Warranties, Insurance › Section 204 - Formation in general.

70A-2a-204.
Formation in general.
(1) A lease contract may be made in any manner sufficient to show agreement, including conduct by both parties which recognizes the existence of a lease contract.
(2) An agreement sufficient to constitute a lease contract may be found although the moment of its making is undetermined.
(3) Although one or more terms are left open, a lease contract does not fail for indefiniteness if the parties have intended to make a lease contract and there is a reasonably certain basis for giving an appropriate remedy.
Enacted by Chapter 197, 1990 General Session
2023 Utah Code › Title 70A - Uniform Commercial Code › Chapter 2a - Uniform Commercial Code - Leases › Part 2 - Statute of Frauds, Seal, Offers, Warranties, Insurance › Section 205 - Firm offers.

70A-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.
Enacted by Chapter 197, 1990 General Session
2023 Utah Code › Title 70A - Uniform Commercial Code › Chapter 2a - Uniform Commercial Code - Leases › Part 2 - Statute of Frauds, Seal, Offers, Warranties, Insurance › Section 206 - Offer and acceptance in formation of lease contract.

70A-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.
Enacted by Chapter 197, 1990 General Session
2023 Utah Code › Title 70A - Uniform Commercial Code › Chapter 2a - Uniform Commercial Code - Leases › Part 2 - Statute of Frauds, Seal, Offers, Warranties, Insurance › Section 207 - Course of performance or practical construction.

70A-2a-207.
Course of performance or practical construction.
(1) If a lease contract involves repeated occasions for performance by either party with knowledge of the nature of the performance and opportunity for objection to it by the other, any course of performance accepted or acquiesced in without objection is relevant to determine the meaning of the lease agreement.
(2) The express terms of a lease agreement and any course of performance, as well as any course of dealing and usage of trade, must be construed whenever reasonable as consistent with each other; but if that construction is unreasonable, express terms control course of performance, course of performance controls both course of dealing and usage of trade, and course of dealing controls usage of trade.
(3) Subject to the provisions of Section 70A-2a-208 on modification and waiver, course of performance is relevant to show a waiver or modification of any term inconsistent with the course of performance.
Enacted by Chapter 197, 1990 General Session
2023 Utah Code › Title 70A - Uniform Commercial Code › Chapter 2a - Uniform Commercial Code - Leases › Part 2 - Statute of Frauds, Seal, Offers, Warranties, Insurance › Section 208 - Modification, rescission, and waiver.

70A-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.
(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.
Enacted by Chapter 197, 1990 General Session
2023 Utah Code › Title 70A - Uniform Commercial Code › Chapter 2a - Uniform Commercial Code - Leases › Part 2 - Statute of Frauds, Seal, Offers, Warranties, Insurance › Section 209 - Lessee under finance lease as beneficiary of supply contract.

70A-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 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 as provided in Subsection (1) does not:
(a) modify the rights and obligations of the parties to the supply contract, whether arising therefrom or otherwise; or
(b) 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, prior to 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 considered 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 warranties to the lessee under Subsection (1), the lessee retains all rights and remedies which the lessee may have against the supplier that arise from any agreement between the lessee and the supplier or from any other law.
Amended by Chapter 237, 1993 General Session
2023 Utah Code › Title 70A - Uniform Commercial Code › Chapter 2a - Uniform Commercial Code - Leases › Part 2 - Statute of Frauds, Seal, Offers, Warranties, Insurance › Section 210 - Express warranties.

70A-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.
Enacted by Chapter 197, 1990 General Session
2023 Utah Code › Title 70A - Uniform Commercial Code › Chapter 2a - Uniform Commercial Code - Leases › Part 2 - Statute of Frauds, Seal, Offers, Warranties, Insurance › Section 211 - Warranties against interference and against infringement -- Lessee's obligation against infringement.

70A-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 furnished 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.
Enacted by Chapter 197, 1990 General Session
2023 Utah Code › Title 70A - Uniform Commercial Code › Chapter 2a - Uniform Commercial Code - Leases › Part 2 - Statute of Frauds, Seal, Offers, Warranties, Insurance › Section 212 - Implied warranty of merchantability.

70A-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) To be merchantable, goods 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.
Enacted by Chapter 197, 1990 General Session
2023 Utah Code › Title 70A - Uniform Commercial Code › Chapter 2a - Uniform Commercial Code - Leases › Part 2 - Statute of Frauds, Seal, Offers, Warranties, Insurance › Section 213 - Implied warranty of fitness for particular purpose.

70A-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.
Enacted by Chapter 197, 1990 General Session
2023 Utah Code › Title 70A - Uniform Commercial Code › Chapter 2a - Uniform Commercial Code - Leases › Part 2 - Statute of Frauds, Seal, Offers, Warranties, Insurance › Section 214 - Exclusion or modification of warranties.

70A-2a-214.
Exclusion or modification of warranties.
(1) Words or conduct relevant to the creation of an express warranty and words or conduct tending to negate or limit a warranty must be construed wherever reasonable as consistent with each other; but, subject to the provisions of Section 70A-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 as provided in Section 70A-2a-211, or any part of the warranty, 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.
Enacted by Chapter 197, 1990 General Session
2023 Utah Code › Title 70A - Uniform Commercial Code › Chapter 2a - Uniform Commercial Code - Leases › Part 2 - Statute of Frauds, Seal, Offers, Warranties, Insurance › Section 215 - Cumulation and conflict of warranties express or implied.

70A-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:
(1) Exact or technical specifications displace an inconsistent sample or model or general language of description.
(2) A sample from an existing bulk displaces inconsistent general language of description.
(3) Express warranties displace inconsistent implied warranties other than an implied warranty of fitness for a particular purpose.
Enacted by Chapter 197, 1990 General Session
2023 Utah Code › Title 70A - Uniform Commercial Code › Chapter 2a - Uniform Commercial Code - Leases › Part 2 - Statute of Frauds, Seal, Offers, Warranties, Insurance › Section 216 - Third-party beneficiaries of express and implied warranties.

70A-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 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.
Enacted by Chapter 197, 1990 General Session
2023 Utah Code › Title 70A - Uniform Commercial Code › Chapter 2a - Uniform Commercial Code - Leases › Part 2 - Statute of Frauds, Seal, Offers, Warranties, Insurance › Section 217 - Identification.

70A-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 unborn young of animals.
Enacted by Chapter 197, 1990 General Session