reglab/statecodes huggingface dataset:
2023 District of Columbia Code › Title 28 - Commercial Instruments and Transactions. [Enacted title] › Subtitle I - Uniform Commercial Code › Article 2 - Sales › Part VII - Remedies › § 28:2–713. Buyer’s damages for non-delivery or repudiation

§ 28:2–713. Buyer’s damages for non-delivery or repudiation.
(1) Subject to the provisions of this article with respect to proof of market price (section 28:2-723), the measure of damages for non-delivery or repudiation by the seller is the difference between the market price at the time when the buyer learned of the breach and the contract price together with any incidental and consequential damages provided in this article (section 28:2-715), 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.
(Dec. 30, 1963, 77 Stat. 668, Pub. L. 88-243, § 1.)
Prior Codifications
1981 Ed., § 28:2-713.
1973 Ed., § 28:2-713.
Section References
This section is referenced in § 28:2-711 and § 28:2-723.
Uniform Commercial Code Comment
Prior Uniform Statutory Provision:
Section 67(3), Uniform Sales Act.
Changes:
Rewritten.
Purposes of Changes:
To clarify the former rule so that:
1. The general baseline adopted in this section uses as a yardstick the market in which the buyer would have obtained cover had he sought that relief. So the place for measuring damages is the place of tender (or the place of arrival if the goods are rejected or their acceptance is revoked after reaching their destination) and the crucial time is the time at which the buyer learns of the breach.
2. The market or current price to be used in comparison with the contract price under this section is the price for goods of the same kind and in the same branch of trade.
3. When the current market price under this section is difficult to prove the section on determination and proof of market price is available to permit a showing of a comparable market price or, where no market price is available, evidence of spot sale prices is proper. Where the unavailability of a market price is caused by a scarcity of goods of the type involved, a good case is normally made for specific performance under this Article. Such scarcity conditions, moreover, indicate that the price has risen and under the section providing for liberal administration of remedies, opinion evidence as to the value of the goods would be admissible in the absence of a market price and a liberal construction of allowable consequential damages should also result.
4. This section carries forward the standard rule that the buyer must deduct from his damages any expenses saved as a result of the breach.
5. The present section provides a remedy which is completely alternative to cover under the preceding section and applies only when and to the extent that the buyer has not covered.
Cross References:
Point 3: Sections 1-106, 2-716 and 2-723.
Point 5: Section 2-712.
Definitional Cross References:
“Buyer”. Section 2-103.
“Contract”. Section 1-201.
“Seller”. Section 2-103.
2023 District of Columbia Code › Title 28 - Commercial Instruments and Transactions. [Enacted title] › Subtitle I - Uniform Commercial Code › Article 2 - Sales › Part VII - Remedies › § 28:2–717. Deduction of damages from the price

§ 28:2–717. 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.
(Dec. 30, 1963, 77 Stat. 668, Pub. L. 88-243, § 1.)
Prior Codifications
1981 Ed., § 28:2-717.
1973 Ed., § 28:2-717.
Uniform Commercial Code Comment
Prior Uniform Statutory Provision:
See Section 69(1)(a), Uniform Sales Act.
Purposes:
1. This section permits the buyer to deduct from the price damages resulting from any breach by the seller and does not limit the relief to cases of breach of warranty as did the prior uniform statutory provision. To bring this provision into application the breach involved must be of the same contract under which the price in question is claimed to have been earned.
2. The buyer, however, must give notice of his intention to withhold all or part of the price if he wishes to avoid a default within the meaning of the section on insecurity and right to assurances. In conformity with the general policies of this Article, no formality of notice is required and any language which reasonably indicates the buyer’s reason for holding up his payment is sufficient.
Cross Reference:
Point 2: Section 2-609.
Definitional Cross References:
“Buyer”. Section 2-103.
“Notifies”. Section 1-201.
2023 District of Columbia Code › Title 28 - Commercial Instruments and Transactions. [Enacted title] › Subtitle I - Uniform Commercial Code › Article 2 - Sales › Part VII - Remedies › § 28:2–720. Effect of “cancellation” or “rescission” on claims for antecedent breach

§ 28:2–720. 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.
(Dec. 30, 1963, 77 Stat. 669, Pub. L. 88-243, § 1.)
Prior Codifications
1981 Ed., § 28:2-720.
1973 Ed., § 28:2-720.
Uniform Commercial Code Comment
Prior Uniform Statutory Provision:
None. Purpose:
This section is designed to safeguard a person holding a right of action from any unintentional loss of rights by the ill-advised use of such terms as “cancellation”, “rescission”, or the like. Once a party’s rights have accrued they are not to be lightly impaired by concessions made in business decency and without intention to forego them. Therefore, unless the cancellation of a contract expressly declares that it is “without reservation of rights”, or the like, it cannot be considered to be a renunciation under this section.
Cross Reference:
Section 1-107.
Definitional Cross References:
“Cancellation”. Section 2-106.
“Contract”. Section 1-201.
2023 District of Columbia Code › Title 28 - Commercial Instruments and Transactions. [Enacted title] › Subtitle I - Uniform Commercial Code › Article 2 - Sales › Part VII - Remedies › § 28:2–721. Remedies for fraud

§ 28:2–721. Remedies for fraud.
Remedies for material misrepresentation or fraud include all remedies available under this article 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.
(Dec. 30, 1963, 77 Stat. 670, Pub. L. 88-243, § 1.)
Prior Codifications
1981 Ed., § 28:2-721.
1973 Ed., § 28:2-721.
Uniform Commercial Code Comment
Prior Uniform Statutory Provision:
None.
Purposes:
To correct the situation by which remedies for fraud have been more circumscribed than the more modern and mercantile remedies for breach of warranty. Thus the remedies for fraud are extended by this section to coincide in scope with those for non-fraudulent breach. This section thus makes it clear that neither rescission of the contract for fraud nor rejection of the goods bars other remedies unless the circumstances of the case make the remedies incompatible.
Definitional Cross References:
“Contract for sale”. Section 2-106.
“Goods”. Section 1-201.
“Remedy”, Section 1-201.
2023 District of Columbia Code › Title 28 - Commercial Instruments and Transactions. [Enacted title] › Subtitle I - Uniform Commercial Code › Article 2 - Sales › Part VII - Remedies › § 28:2–722. Who can sue third parties for injury to goods

§ 28:2–722. Who can sue third parties for injury to goods.
Where a third party so deals with goods which have been identified to a contract for sale as to cause actionable injury to a party to that contract
(a) a right of action against the third party is in either party to the contract for sale who has title to or a security interest or a special property or an insurable interest in the goods; and if the goods have been destroyed or converted a right of action is also in the party who either bore the risk of loss under the contract for sale or has since the injury assumed that risk as against the other;
(b) if at the time of the injury the party plaintiff did not bear the risk of loss as against the other party to the contract for sale and there is no arrangement between them for disposition of the recovery, his suit or settlement is, subject to his own interest, as a fiduciary for the other party to the contract;
(c) either party may with the consent of the other sue for the benefit of whom it may concern.
(Dec. 30, 1963, 77 Stat. 670, Pub. L. 88-243, § 1.)
Prior Codifications
1981 Ed., § 28:2-722.
1973 Ed., § 28:2-722.
Uniform Commercial Code Comment
Prior Uniform Statutory Provision:
None.
Purposes:
To adopt and extend somewhat the principle of the statutes which provide for suit by the real party in interest. The provisions of this section apply only after identification of the goods. Prior to that time only the seller has a right of action.
During the period between identification and final acceptance (except in the case of revocation of acceptance) it is possible for both parties to have the right of action. Even after final acceptance both parties may have the right of action if the seller retains possession or otherwise retains an interest.
Definitional Cross References:
“Action”. Section 1-201.
“Buyer”. Section 2-103.
“Contract for sale”. Section 2-106.
“Goods”. Section 2-105.
“Party”. Section 1-201.
“Rights”. Section 1-201.
“Security interest”. Section 1-201.
2023 District of Columbia Code › Title 28 - Commercial Instruments and Transactions. [Enacted title] › Subtitle I - Uniform Commercial Code › Article 2 - Sales › Part VII - Remedies › § 28:2–723. Proof of market price: time and place

§ 28:2–723. 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 28:2-708 or section 28:2-713) shall be determined according to the price of such goods prevailing at the time when the aggrieved party learned of the repudiation.
(2) If evidence of a price prevailing at the times or places described in this article is not readily available the price prevailing within any reasonable time before or after the time described or at any other place which in commercial judgment or under usage of trade would serve as a reasonable substitute for the one described may be used, making any proper allowance for the cost of transporting the goods to or from such other place.
(3) Evidence of a relevant price prevailing at a time or place other than the one described in this article offered by one party is not admissible unless and until he has given the other party such notice as the court finds sufficient to prevent unfair surprise.
(Dec. 30, 1963, 77 Stat. 670, Pub. L. 88-243, § 1.)
Prior Codifications
1981 Ed., § 28:2-723.
1973 Ed., § 28:2-723.
Section References
This section is referenced in § 28:2-708 and § 28:2-713.
Uniform Commercial Code Comment
Prior Uniform Statutory Provision:
None.
Purposes:
To eliminate the most obvious difficulties arising in connection with the determination of market price, when that is stipulated as a measure of damages by some provision of this Article. Where the appropriate market price is not readily available the court is here granted reasonable leeway in receiving evidence of prices current in other comparable markets or at other times comparable to the one in question. In accordance with the general principle of this Article against surprise, however, a party intending to offer evidence of such a substitute price must give suitable notice to the other party.
This section is not intended to exclude the use of any other reasonable method of determining market price or of measuring damages if the circumstances of the case make this necessary.
Definitional Cross References:
“Action”. Section 1-201.
“Aggrieved party”. Section 1-201.
“Goods”. Section 2-105.
“Notifies”. Section 1-201.
“Party”. Section 1-201.
“Reasonable time”. Section 1-204.
“Usage of trade”. Section 1-205.
2023 District of Columbia Code › Title 28 - Commercial Instruments and Transactions. [Enacted title] › Subtitle I - Uniform Commercial Code › Article 2 - Sales › Part VII - Remedies › § 28:2–724. Admissibility of market quotations

§ 28:2–724. 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.
(Dec. 30, 1963, 77 Stat. 670, Pub. L. 88-243, § 1; Apr. 9, 1997, D.C. Law 11-255, § 27(oo), 44 DCR 1271.)
Prior Codifications
1981 Ed., § 28:2-724.
1973 Ed., § 28:2-724.
Uniform Commercial Code Comment
Prior Uniform Statutory Provision:
None.
Purposes:
To make market quotations admissible in evidence while providing for a challenge of the material by showing the circumstances of its preparation.
No explicit provision as to the weight to be given to market quotations is contained in this section, but such quotations, in the absence of compelling challenge, offer an adequate basis for a verdict.
Market quotations are made admissible when the price or value of goods traded “in any established market” is in issue. The reason of the section does not require that the market be closely organized in the manner of a produce exchange. It is sufficient if transactions in the commodity are frequent and open enough to make a market established by usage in which one price can be expected to affect another and in which an informed report of the range and trend of prices can be assumed to be reasonably accurate.
This section does not in any way intend to limit or negate the application of similar rules of admissibility to other material, whether by action of the courts or by statute. The purpose of the present section is to assure a minimum of mercantile administration in this important situation and not to limit any liberalizing trend in modern law.
Definitional Cross Reference:
“Goods”. Section 2-105.
2023 District of Columbia Code › Title 28 - Commercial Instruments and Transactions. [Enacted title] › Subtitle I - Uniform Commercial Code › Article 2A - Leases › Part I - General Provisions › § 28:2A–105. Territorial application of article to goods covered by certificate of title

§ 28:2A–105. Territorial application of article to goods covered by certificate of title.
Subject to the provisions of §§ 28:2A-304(c) and 28:2A-305(c), with respect to goods covered by a certificate of title issued under a statute of the District 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 (i) surrender of the certificate, or (ii) 4 months after the goods are removed from that jurisdiction and thereafter until a new certificate of title is issued by another jurisdiction.
(July 22, 1992, D.C. Law 9-128, § 2(b), 39 DCR 3830.)
Prior Codifications
1981 Ed., § 28:2A-105.
Section References
This section is referenced in § 28:1-301 and § 28:2A-104.
Uniform Commercial Code Comment
Uniform Statutory Source:
Section 9-103(2)(a) and (b).
Changes:
Substantially revised. The provisions of the last sentence of Section 9-103(2)(b) have not been incorporated as it is superfluous in this context. The provisions of Section 9-103(2)(d) have not been incorporated because the problems dealt with are adequately addressed by this section and Sections 2A-304(3) and 305(3).
Purposes:
The new certificate referred to in (b) must be permanent, not temporary. Generally, the lessor or creditor whose interest is indicated on the most recently issued certificate of title will prevail over interests indicated on certificates issued previously by other jurisdictions. This provision reflects a policy that it is reasonable to require holders of interests in goods covered by a certificate of title to police the goods or risk losing their interests when a new certificate of title is issued by another jurisdiction.
Cross References:
Sections 2A-304(3), 2A-305(3), 9-103(2)(b) and 9-103(2)(d).
Definitional Cross Reference:
“Goods”. Section 2A-103(1)(h).
2023 District of Columbia Code › Title 28 - Commercial Instruments and Transactions. [Enacted title] › Subtitle I - Uniform Commercial Code › Article 2A - Leases › Part I - General Provisions › § 28:2A–106. Limitation on power of parties to consumer lease to choose applicable law and judicial forum

§ 28:2A–106. Limitation on power of parties to consumer lease to choose applicable law and judicial forum.
(a) If the law chosen by the parties to a consumer lease is that of a jurisdiction other than a jurisdiction in which the lessee resides at the time the lease agreement becomes enforceable or within 30 days thereafter or in which the goods are to be used, the choice is not enforceable.
(b) 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.
(July 22, 1992, D.C. Law 9-128, § 2(b), 39 DCR 3830.)
Prior Codifications
1981 Ed., § 28:2A-106.
Section References
This section is referenced in § 28:1-301.
Uniform Commercial Code Comment
Uniform Statutory Source:
Unif. Consumer Credit Code s 1.201(8), 7A U.L.A. 36 (1974).
Changes:
Substantially revised.
Purposes:
There is a real danger that a lessor may induce a consumer lessee to agree that the applicable law will be a jurisdiction that has little effective consumer protection, or to agree that the applicable forum will be a forum that is inconvenient for the lessee in the event of litigation. As a result, this section invalidates these choice of law or forum clauses, except where the law chosen is that of the state of the consumer’s residence or where the goods will be kept, or the forum chosen is one that otherwise would have jurisdiction over the lessee.
Subsection (1) limits potentially abusive choice of law clauses in consumer leases. The 30-day rule in subsection (1) was suggested by Section 9-103(1)(c). This section has no effect on choice of law clauses in leases that are not consumer leases. Such clauses would be governed by other law.
Subsection (2) prevents enforcement of potentially abusive jurisdictional consent clauses in consumer leases. By using the term judicial forum, this section does not limit selection of a nonjudicial forum, such as arbitration. This section has no effect on choice of forum clauses in leases that are not consumer leases; such clauses are, as a matter of current law, “prima facie valid“. The Bremen v. Zapata Off-Shore, Co., 407 U.S. 1, 10 (1972). Such clauses would be governed by other law, including the Model Choice of Forum Act (1968).
Cross Reference:
Section 9-103(1)(c).
Definitional Cross Reference:
“Consumer lease”. Section 2A-103(1)(e).
“Lease agreement”. Section 2A-103(1)(k).
“Lessee”. Section 2A-103(1)(n).
“Goods”. Section 2A-103(1)(h).
“Party”. Section 1-201(29).
2023 District of Columbia Code › Title 28 - Commercial Instruments and Transactions. [Enacted title] › Subtitle I - Uniform Commercial Code › Article 2A - Leases › Part I - General Provisions › § 28:2A–107. Waiver or renunciation of claim or right after default

§ 28:2A–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.
(July 22, 1992, D.C. Law 9-128, § 2(b), 39 DCR 3830.)
Prior Codifications
1981 Ed., § 28:2A-107.
Uniform Commercial Code Comment
Uniform Statutory Source:
Section 1-107.
Changes:
Revised to reflect leasing practices and terminology. This clause is used throughout the official comments to this Article to indicate the scope of change in the provisions of the Uniform Statutory Source included in the section; these changes range from one extreme, e.g., a significant difference in practice (a warranty as to merchantability is not implied in a finance lease (Section 2A-212)) to the other extreme, e.g., a modest difference in style or terminology (the transaction governed is a lease not a sale (Section 2A-103)).
Cross References:
Sections 2A-103 and 2A-212.
Definitional Cross References:
“Aggrieved party”. Section 1-201(2).
“Delivery”. Section 1-201(14).
“Rights”. Section 1-201(36).
“Signed”. Section 1-201(39).
“Written”. Section 1-201(46).
2023 District of Columbia Code › Title 28 - Commercial Instruments and Transactions. [Enacted title] › Subtitle I - Uniform Commercial Code › Article 2A - Leases › Part I - General Provisions › § 28:2A–109. Option to accelerate at will

§ 28:2A–109. Option to accelerate at will.
(a) A term providing that one party or his or her successor in interest may accelerate payment or performance or require collateral or additional collateral “at will” or “when he or she deems himself or herself insecure” or in words of similar import must be construed to mean that he or she has power to do so only if he or she in good faith believes that the prospect of payment or performance is impaired.
(b) With respect to a consumer lease, the burden of establishing good faith under subsection (a) of this section is on the party who exercised the power; otherwise the burden of establishing lack of good faith is on the party against whom the power has been exercised.
(July 22, 1992, D.C. Law 9-128, § 2(b), 39 DCR 3830.)
Prior Codifications
1981 Ed., § 28:2A-109.
Uniform Commercial Code Comment
Uniform Statutory Source:
Section 1-208 and Unif. Consumer Credit Code s 5.109(2), 7A U.L.A. 171 (1974).
Purposes:
Subsection (1) reflects modest changes in style to the provisions of the first sentence of Section 1-208.
Subsection (2), however, reflects a significant change in the provisions of the second sentence of Section 1-208 by creating a new rule with respect to a consumer lease. A lease provision allowing acceleration at the will of the lessor or when the lessor deems itself insecure is of critical importance to the lessee. In a consumer lease it is a provision that is not usually agreed to by the parties but is usually mandated by the lessor. Therefore, where its invocation depends not on specific criteria but on the discretion of the lessor, its use should be regulated to prevent abuse. Subsection (1) imposes a duty of good faith upon its exercises. Subsection (2) shifts the burden of establishing good faith to the lessor in the case of a consumer lease, but not otherwise.
Cross Reference:
Section 1-208.
Definitional Cross Reference:
“Burden of establishing”. Section 1-201(8).
“Consumer lease”. Section 2A-103(1)(e).
“Good faith”. Sections 1-201(19) and 2-103(1)(b).
“Party”. Section 1-201(29).
“Term”. Section 1-201(42).
2023 District of Columbia Code › Title 28 - Commercial Instruments and Transactions. [Enacted title] › Subtitle I - Uniform Commercial Code › Article 2A - Leases › Part II - Formation and Construction of Lease Contract › § 28:2A–202. Final written expression: parol or extrinsic evidence

§ 28:2A–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.
(July 22, 1992, D.C. Law 9-128, § 2(b), 39 DCR 3830.)
Prior Codifications
1981 Ed., § 28:2A-202.
Section References
This section is referenced in § 28:2A-214.
Uniform Commercial Code Comment
Uniform Statutory Source:
Section 2-202.
Definitional Cross References:
“Agreement”. Section 1-201(3).
“Course of dealing”. Section 1-205.
“Party”. Section 1-201(29).
“Term”. Section 1-201(42).
“Usage of trade”. Section 1-205.
“Writing”. Section 1-201(46).
2023 District of Columbia Code › Title 28 - Commercial Instruments and Transactions. [Enacted title] › Subtitle I - Uniform Commercial Code › Article 2A - Leases › Part II - Formation and Construction of Lease Contract › § 28:2A–203. Seals inoperative

§ 28:2A–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.
(July 22, 1992, D.C. Law 9-128, § 2(b), 39 DCR 3830.)
Prior Codifications
1981 Ed., § 28:2A-203.
Uniform Commercial Code Comment
Uniform Statutory Source:
Section 2-203.
Changes:
Revised to reflect leasing practices and terminology.
Definitional Cross References:
“Lease contract”. Section 2A-103(1)(l).
“Writing”. Section 1-201(46).
2023 District of Columbia Code › Title 28 - Commercial Instruments and Transactions. [Enacted title] › Subtitle I - Uniform Commercial Code › Article 2A - Leases › Part II - Formation and Construction of Lease Contract › § 28:2A–204. Formation in general

§ 28:2A–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.
(July 22, 1992, D.C. Law 9-128, § 2(b), 39 DCR 3830.)
Prior Codifications
1981 Ed., § 28:2A-204.
Uniform Commercial Code Comment
Uniform Statutory Source:
Section 2-204.
Changes:
Revised to reflect leasing practices and terminology.
Definitional Cross References:
“Agreement”. Section 1-201(3).
“Lease contract”. Section 2A-103(1)(l).
“Party”. Section 1-201(29).
“Remedy”. Section 1-201(34).
“Term”. Section 1-201(42).
2023 District of Columbia Code › Title 28 - Commercial Instruments and Transactions. [Enacted title] › Subtitle I - Uniform Commercial Code › Article 2A - Leases › Part II - Formation and Construction of Lease Contract › § 28:2A–205. Firm offers

§ 28:2A–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 3 months. Any such term of assurance on a form supplied by the offeree must be separately signed by the offeror.
(July 22, 1992, D.C. Law 9-128, § 2(b), 39 DCR 3830.)
Prior Codifications
1981 Ed., § 28:2A-205.
Uniform Commercial Code Comment
Uniform Statutory Source:
Section 2-205.
Changes:
Revised to reflect leasing practices and terminology.
Definitional Cross References:
“Goods”. Section 2A-103(1)(h).
“Lease”. Section 2A-103(1)(j).
“Merchant”. Section 2-104(1).
“Person”. Section 1-201(30).
“Reasonable time”. Section 1-204(1) and (2).
“Signed”. Section 1-201(39).
“Term”. Section 1-201(42).
“Writing”. Section 1-201(46).
2023 District of Columbia Code › Title 28 - Commercial Instruments and Transactions. [Enacted title] › Subtitle I - Uniform Commercial Code › Article 2A - Leases › Part II - Formation and Construction of Lease Contract › § 28:2A–206. Offer and acceptance in formation of lease contract

§ 28:2A–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 mode of acceptance, an offeror who is not notified of acceptance within a reasonable time may treat the offer as having lapsed before acceptance.
(July 22, 1992, D.C. Law 9-128, § 2(b), 39 DCR 3830.)
Prior Codifications
1981 Ed., § 28:2A-206.
Uniform Commercial Code Comment
Uniform Statutory Source:
Section 2-206(1)(a) and (2).
Changes:
Revised to reflect leasing practices and terminology.
Definitional Cross References:
“Lease contract”. Section 2A-103(1)(l).
“Notifies”. Section 1-201(26).
“Reasonable time”. Section 1-204(1) and (2).
2023 District of Columbia Code › Title 28 - Commercial Instruments and Transactions. [Enacted title] › Subtitle I - Uniform Commercial Code › Article 2A - Leases › Part II - Formation and Construction of Lease Contract › § 28:2A–207. Course of performance or practical construction

§ 28:2A–207. Course of performance or practical construction.
Repealed.
(July 22, 1992, D.C. Law 9-128, § 2(b), 39 DCR 3830; Apr. 27, 2013, D.C. Law 19-299, § 4(b), 60 DCR 2634.)
Prior Codifications
1981 Ed., § 28:2A-207.
Editor's Notes
For present law, see § 28:1-303.
Uniform Commercial Code Comment
Uniform Statutory Source:
Sections 2-208 and 1-205(4).
Changes:
Revised to reflect leasing practices and terminology, except that subsection (2) was further revised to make the subsection parallel the provisions of Section 1-205(4) by adding that course of dealing controls usage of trade.
Purposes:
The section should be read in conjunction with Section 2A-208. In particular, although a specific term may control over course of performance as a matter of lease construction under subsection (2), subsection (3) allows the same course of dealing to show a waiver or modification, if Section 2A-208 is satisfied.
Cross References:
Sections 1-205(4), 2-208 and 2A-208.
Definitional Cross References:
“Course of dealing”. Section 1-205.
“Knowledge”. Section 1-201(25).
“Lease agreement”. Section 2A-103(1)(k).
“Lease contract”. Section 2A-103(1)(l).
“Party”. Section 1-201(29).
“Term”. Section 1-201(42).
“Usage of trade”. Section 1-205.
2023 District of Columbia Code › Title 28 - Commercial Instruments and Transactions. [Enacted title] › Subtitle I - Uniform Commercial Code › Article 2A - Leases › Part II - Formation and Construction of Lease Contract › § 28:2A–208. Modification, rescission, and waiver

§ 28:2A–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) of this section, 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 the retraction would be unjust in view of a material change of position in reliance on the waiver.
(July 22, 1992, D.C. Law 9-128, § 2(b), 39 DCR 3830.)
Prior Codifications
1981 Ed., § 28:2A-208.
Uniform Commercial Code Comment
Uniform Statutory Source:
Section 2-209.
Changes:
Revised to reflect leasing practices and terminology, except that the provisions of sub section 2-209(3) were omitted.
Purposes:
Section 2-209(3) provides that “the requirements of the statute of frauds section of this Article ( Section 2-201) must be satisfied if the contract as modified is within its provisions.“ This provision was not incorporated as it is unfair to allow an oral modification to make the entire lease contract unenforceable, e.g., if the modification takes it a few dollars over the dollar limit. At the same time, the problem could not be solved by providing that the lease contract would still be enforceable in its pre-modification state (if it then satisfied the statute of frauds) since in some cases that might be worse than no enforcement at all. Resolution of the issue is left to the courts based on the facts of each case.
Cross References:
Sections 2-201 and 2-209.
Definitional Cross References:
“Agreement”. Section 1-201(3).
“Between merchants”. Section 2-104(3).
“Lease agreement”. Section 2A-103(1)(k).
“Lease contract”. Section 2A-103(1)(l).
“Merchant”. Section 2-104(1).
“Notification”. Section 1-201(26).
“Party”. Section 1-201(29).
“Signed”. Section 1-201(39).
“Term”. Section 1-201(42).
“Writing”. Section 1-201(46).
2023 District of Columbia Code › Title 28 - Commercial Instruments and Transactions. [Enacted title] › Subtitle I - Uniform Commercial Code › Article 2A - Leases › Part II - Formation and Construction of Lease Contract › § 28:2A–210. Express warranties

§ 28:2A–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 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.
(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.
(July 22, 1992, D.C. Law 9-128, § 2(b), 39 DCR 3830.)
Prior Codifications
1981 Ed., § 28:2A-210.
Uniform Commercial Code Comment
Uniform Statutory Source:
Section 2-313.
Changes:
Revised to reflect leasing practices and terminology.
Purposes:
All of the express and implied warranties of the Article on Sales (Article 2) are included in this Article, revised to reflect the differences between a sale of goods and a lease of goods. Sections 2A-210 through 2A-216. The lease of goods is sufficiently similar to the sale of goods to justify this decision. Hawkland, The Impact of the Uniform Commercial Code on Equipment Leasing, 1972 Ill.L.F. 446, 459-60. Many state and federal courts have reached the same conclusion.
Value of the goods, as used in subsection (2), includes rental value.
Cross References:
Article 2, esp. Section 2-313, and Sections 2A-210 through 2A-216.
Definitional Cross References:
“Conforming”. Section 2A-103(1)(d).
“Goods”. Section 2A-103(1)(h).
“Lessee”. Section 2A-103(1)(n).
“Lessor”. Section 2A-103(1)(p).
“Value”. Section 1-201(44).
2023 District of Columbia Code › Title 28 - Commercial Instruments and Transactions. [Enacted title] › Subtitle I - Uniform Commercial Code › Article 2A - Leases › Part II - Formation and Construction of Lease Contract › § 28:2A–212. Implied warranty of merchantability

§ 28:2A–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:
(1) Pass without objection in the trade under the description in the lease agreement;
(2) In the case of fungible goods, be of fair average quality within the description;
(3) Be 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) Be 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.
(July 22, 1992, D.C. Law 9-128, § 2(b), 39 DCR 3830.)
Prior Codifications
1981 Ed., § 28:2A-212.
Uniform Commercial Code Comment
Uniform Statutory Source:
Section 2-314.
Changes:
Revised to reflect leasing practices and terminology. E.g., Glenn Dick Equip. Co. v. Galey Constr., Inc., 97 Idaho 216, 225, 541 P.2d 1184, 1193 (1975) (implied warranty of merchantability (Article 2) extends to lease transactions).
Definitional Cross References:
“Conforming”. Section 2A-103(1)(d).
“Course of dealing”. Section 1-205.
“Finance lease”. Section 2A-103(1)(g).
“Fungible”. Section 1-201(17).
“Goods”. Section 2A-103(1)(h).
“Lease agreement”. Section 2A-103(1)(k).
“Lease contract”. Section 2A-103(1)(l).
“Lessor”. Section 2A-103(1)(p).
“Merchant”. Section 2-104(1).
“Usage of trade”. Section 1-205.
2023 District of Columbia Code › Title 28 - Commercial Instruments and Transactions. [Enacted title] › Subtitle I - Uniform Commercial Code › Article 2A - Leases › Part II - Formation and Construction of Lease Contract › § 28:2A–213. Implied warranty of fitness for particular purpose

§ 28:2A–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.
(July 22, 1992, D.C. Law 9-128, § 2(b), 39 DCR 3830.)
Prior Codifications
1981 Ed., § 28:2A-213.
Uniform Commercial Code Comment
Uniform Statutory Source:
Section 2-315.
Changes:
Revised to reflect leasing practices and terminology. E.g., All-States Leasing Co. v. Bass, 96 Idaho 873, 879, 538 P.2d 1177, 1183 (1975) (implied warranty of fitness for a particular purpose (Article 2) extends to lease transactions).
Definitional Cross References:
“Finance lease”. Section 2A-103(1)(g).
“Goods”. Section 2A-103(1)(h).
“Knows”. Section 1-201(25).
“Lease contract”. Section 2A-103(1)(l).
“Lessee”. Section 2A-103(1)(n).
“Lessor”. Section 2A-103(1)(p).
2023 District of Columbia Code › Title 28 - Commercial Instruments and Transactions. [Enacted title] › Subtitle I - Uniform Commercial Code › Article 2A - Leases › Part II - Formation and Construction of Lease Contract › § 28:2A–215. Cumulation and conflict of warranties express or implied

§ 28:2A–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.
(July 22, 1992, D.C. Law 9-128, § 2(b), 39 DCR 3830.)
Prior Codifications
1981 Ed., § 28:2A-215.
Uniform Commercial Code Comment
Uniform Statutory Source:
Section 2-317.
Definitional Cross Reference:
“Party”. Section 1-201(29).
2023 District of Columbia Code › Title 28 - Commercial Instruments and Transactions. [Enacted title] › Subtitle I - Uniform Commercial Code › Article 2A - Leases › Part II - Formation and Construction of Lease Contract › § 28:2A–217. Identification

§ 28:2A–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.
(July 22, 1992, D.C. Law 9-128, § 2(b), 39 DCR 3830.)
Prior Codifications
1981 Ed., § 28:2A-217.
Section References
This section is referenced in § 28:2A-522.
Uniform Commercial Code Comment
Uniform Statutory Source:
Section 2-501.
Changes:
This section, together with Section 2A-218, is derived from the provisions of Section 2-501, with changes to reflect lease terminology; however, this section omits as irrelevant to leasing practice the treatment of special property.
Purposes:
With respect to subsection (b) there is a certain amount of ambiguity in the reference to when goods are designated, e.g., when the lessor is both selling and leasing goods to the same lessee/buyer and has marked goods for delivery but has not distinguished between those related to the lease contract and those related to the sales contract. As in Section 2-501(1)(b), this issue has been left to be resolved by the courts, case by case.
Cross References:
Sections 2-501 and 2A-218.
Definitional Cross References:
“Agreement”. Section 1-201(3).
“Goods”. Section 2A-103(1)(h).
“Lease”. Section 2A-103(1)(j).
“Lease contract”. Section 2A-103(1)(l).
“Lessor”. Section 2A-103(1)(p).
“Party”. Section 1-201(29).
2023 District of Columbia Code › Title 28 - Commercial Instruments and Transactions. [Enacted title] › Subtitle I - Uniform Commercial Code › Article 2A - Leases › Part II - Formation and Construction of Lease Contract › § 28:2A–218. Insurance and proceeds

§ 28:2A–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) of this section, the lessor retains an insurable interest until an option to buy has been exercised by the lessee and risk of loss has passed to the lessee.
(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.
(July 22, 1992, D.C. Law 9-128, § 2(b), 39 DCR 3830.)
Prior Codifications
1981 Ed., § 28:2A-218.
Uniform Commercial Code Comment
Uniform Statutory Source:
Section 2-501.
Changes:
This section, together with Section 2A-217, is derived from the provisions of Section 2-501, with changes and additions to reflect leasing practices and terminology.
Purposes:
Subsection (2) states a rule allowing substitution of goods by the lessor under certain circumstances, until default or insolvency of the lessor, or until notification to the lessee that identification is final. Subsection (3) states a rule regarding the lessor’s insurable interest that, by virtue of the difference between a sale and a lease, necessarily is different from the rule stated in Section 2-501(2) regarding the seller’s insurable interest. For this purpose the option to buy shall be deemed to have been exercised by the lessee when the resulting sale is closed, not when the lessee gives notice to the lessor. Further, subsection (5) is new and reflects the common practice of shifting the responsibility and cost of insuring the goods between the parties to the lease transaction.
Cross References:
Sections 2-501, 2-501(2) and 2A-217.
Definitional Cross References:
“Agreement”. Section 1-201(3).
“Buying”. Section 2A-103(1)(a).
“Conforming”. Section 2A-103(1)(d).
“Goods”. Section 2A-103(1)(h).
“Insolvent”. Section 1-201(23).
“Lease contract”. Section 2A-103(1)(l).
“Lessee”. Section 2A-103(1)(n).
“Lessor”. Section 2A-103(1)(p).
“Notification”. Section 1-201(26).
“Party”. Section 1-201(29).
HISTORICAL NOTES
2023 District of Columbia Code › Title 28 - Commercial Instruments and Transactions. [Enacted title] › Subtitle I - Uniform Commercial Code › Article 2A - Leases › Part II - Formation and Construction of Lease Contract › § 28:2A–219. Risk of loss

§ 28:2A–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 article on the effect of default on risk of loss (§ 28:2A-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 acknowledgment by the bailee of the lessee’s right to possession of the goods.
(3) In any case not within paragraph (1) or (2) of this subsection, the risk of loss passes to the lessee on the lessee’s receipt of the goods if the lessor, or, in the case of a finance lease, the supplier, is a merchant; otherwise the risk passes to the lessee on tender of delivery.
(July 22, 1992, D.C. Law 9-128, § 2(b), 39 DCR 3830.)
Prior Codifications
1981 Ed., § 28:2A-219.
Section References
This section is referenced in § 28:2A-221 and § 28:2A-529.
Uniform Commercial Code Comment
Uniform Statutory Source:
Section 2-509(1) through (3).
Changes:
Subsection (1) is new. The introduction to subsection (2) is new, but subparagraph (a) incorporates the provisions of Section 2-509(1); subparagraph (b) incorporates the provisions of Section 2-509(2) only in part, reflecting current practice in lease transactions.
Purposes:
Subsection (1) states rules related to retention or passage of risk of loss consistent with current practice in lease transactions. The provisions of subsection (4) of Section 2-509 are not incorporated as they are not necessary. This section does not deal with responsibility for loss caused by the wrongful act of either the lesser or the lessee.
Cross References:
Sections 2-509(1), 2-509(2) and 2-509(4).
Definitional Cross References:
“Delivery”. Section 1-201(14).
“Finance lease”. Section 2A-103(1)(g).
“Goods”. Section 2A-103(1)(h).
“Lease contract”. Section 2A-103(1)(l).
“Lessee”. Section 2A-103(1)(n).
“Lessor”. Section 2A-103(1)(p).
“Merchant”. Section 2-104(1).
“Receipt”. Section 2-103(1)(c).
“Rights”. Section 1-201(36).
“Supplier”. Section 2A-103(1)(x).