reglab/statecodes huggingface dataset:
2023 Revised Code of Washington › Title 62A - Uniform Commercial Code › 62A.2 Sales. › 62A.2-709 - Action for the price.

RCW 62A.2-709
Action for the price.
(1) When the buyer fails to pay the price as it becomes due, the seller may recover, together with any incidental damages under the next section, the price:
(a) Of goods accepted or of conforming goods lost or damaged within a commercially reasonable time after risk of their loss has passed to the buyer; and
(b) Of goods identified to the contract if the seller is unable after reasonable effort to resell them at a reasonable price or the circumstances reasonably indicate that such effort will be unavailing.
(2) Where the seller sues for the price, he or she must hold for the buyer any goods which have been identified to the contract and are still in his or her control except that if resale becomes possible he or she may resell them at any time prior to the collection of the judgment. The net proceeds of any such resale must be credited to the buyer and payment of the judgment entitles him or her to any goods not resold.
(3) After the buyer has wrongfully rejected or revoked acceptance of the goods or has failed to make a payment due or has repudiated (RCW 62A.2-610), a seller who is held not entitled to the price under this section shall nevertheless be awarded damages for nonacceptance under the preceding section.
[ 2013 c 23 § 165; 1965 ex.s. c 157 § 2-709. Cf. former RCW 63.04.640; 1925 ex.s. c 142 § 63; RRS § 5836-63.]
2023 Revised Code of Washington › Title 62A - Uniform Commercial Code › 62A.2 Sales. › 62A.2-710 - Seller's incidental damages.

RCW 62A.2-710
Seller's incidental damages.
Incidental damages to an aggrieved seller include any commercially reasonable charges, expenses or commissions incurred in stopping delivery, in the transportation, care and custody of goods after the buyer's breach, in connection with return or resale of the goods or otherwise resulting from the breach.
[1965 ex.s. c 157 § 2-710. Cf. former RCW sections: (i) RCW 63.04.650; 1925 ex.s. c 142 § 64; RRS § 5836-64. (ii) RCW 63.04.710; 1925 ex.s. c 142 § 70; RRS § 5836-70.]
2023 Revised Code of Washington › Title 62A - Uniform Commercial Code › 62A.2 Sales. › 62A.2-711 - Buyer's remedies in general; buyer's security interest in rejected goods.

RCW 62A.2-711
Buyer's remedies in general; buyer's security interest in rejected goods.
(1) Where the seller fails to make delivery or repudiates or the buyer rightfully rejects or justifiably revokes acceptance, then with respect to any goods involved, and with respect to the whole if the breach goes to the whole contract (RCW 62A.2-612), the buyer may cancel and whether or not he or she has done so may in addition to recovering so much of the price as has been paid:
(a) "Cover" and have damages under the next section as to all the goods affected whether or not they have been identified to the contract; or
(b) Recover damages for nondelivery as provided in this Article (RCW 62A.2-713).
(2) Where the seller fails to deliver or repudiates, the buyer may also:
(a) If the goods have been identified recover them as provided in this Article (RCW 62A.2-502); or
(b) In a proper case obtain specific performance or replevy the goods as provided in this Article (RCW 62A.2-716).
(3) On rightful rejection or justifiable revocation of acceptance, a buyer has a security interest in goods in his or her possession or control for any payments made on their price and any expenses reasonably incurred in their inspection, receipt, transportation, care, and custody and may hold such goods and resell them in like manner as an aggrieved seller (RCW 62A.2-706).
[ 2013 c 23 § 166; 1965 ex.s. c 157 § 2-711. Subd. (3) cf. former RCW 63.04.700(5); 1925 ex.s. c 142 § 69; RRS § 5836-69.]
2023 Revised Code of Washington › Title 62A - Uniform Commercial Code › 62A.2 Sales. › 62A.2-712 - "Cover"; buyer's procurement of substitute goods.

RCW 62A.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 (RCW 62A.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 or her from any other remedy.
[ 2013 c 23 § 167; 1965 ex.s. c 157 § 2-712.]
2023 Revised Code of Washington › Title 62A - Uniform Commercial Code › 62A.2 Sales. › 62A.2-713 - Buyer's damages for non-delivery or repudiation.

RCW 62A.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 (RCW 62A.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 Article (RCW 62A.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.
[1965 ex.s. c 157 § 2-713. Cf. former RCW 63.04.680(3); 1925 ex.s. c 142 § 67; RRS § 5836-67.]
2023 Revised Code of Washington › Title 62A - Uniform Commercial Code › 62A.2 Sales. › 62A.2-714 - Buyer's damages for breach in regard to accepted goods.

RCW 62A.2-714
Buyer's damages for breach in regard to accepted goods.
(1) Where the buyer has accepted goods and given notification (RCW 62A.2-607(3)), he or she 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.
[ 2013 c 23 § 168; 1965 ex.s. c 157 § 2-714. Cf. former RCW 63.04.700 (6), (7); 1925 ex.s. c 142 § 69; RRS § 5836-69.]
2023 Revised Code of Washington › Title 62A - Uniform Commercial Code › 62A.2 Sales. › 62A.2-715 - Buyer's incidental and consequential damages.

RCW 62A.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.
[1965 ex.s. c 157 § 2-715. Subd. (2) cf. former RCW sections: (i) RCW 63.04.700(7); 1925 ex.s. c 142 § 69; RRS § 5836-69. (ii) RCW 63.04.710; 1925 ex.s. c 142 § 70; RRS § 5836-70.]
2023 Revised Code of Washington › Title 62A - Uniform Commercial Code › 62A.2 Sales. › 62A.2-716 - Buyer's right to specific performance or replevin.

RCW 62A.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 or she 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.
[ 2013 c 23 § 169; 2000 c 250 § 9A-807; 1965 ex.s. c 157 § 2-716. Cf. former RCW 63.04.690; 1925 ex.s. c 142 § 68; RRS § 5836-68.]
NOTES:
Effective date—2000 c 250: See RCW 62A.9A-701.
Replevin: Chapter 7.64 RCW.
2023 Revised Code of Washington › Title 62A - Uniform Commercial Code › 62A.2 Sales. › 62A.2-717 - Deduction of damages from the price.

RCW 62A.2-717
Deduction of damages from the price.
The buyer on notifying the seller of his or her 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.
[ 2013 c 23 § 170; 1965 ex.s. c 157 § 2-717. Cf. former RCW 63.04.700(1)(a); 1925 ex.s. c 142 § 69; RRS § 5836-69.]
2023 Revised Code of Washington › Title 62A - Uniform Commercial Code › 62A.2 Sales. › 62A.2-718 - Liquidation or limitation of damages; deposits.

RCW 62A.2-718
Liquidation or limitation of damages; deposits.
(1) Damages for breach by either party may be liquidated in the agreement but only at an amount which is reasonable in the light of the anticipated or actual harm caused by the breach, the difficulties of proof of loss, and the inconvenience or nonfeasibility of otherwise obtaining an adequate remedy. A term fixing unreasonably large liquidated damages is void as a penalty.
(2) Where the seller justifiably withholds delivery of goods because of the buyer's breach, the buyer is entitled to restitution of any amount by which the sum of his or her payments exceeds:
(a) The amount to which the seller is entitled by virtue of terms liquidating the seller's damages in accordance with subsection (1) of this section, or
(b) In the absence of such terms, twenty per cent of the value of the total performance for which the buyer is obligated under the contract or five hundred dollars, whichever is smaller.
(3) The buyer's right to restitution under subsection (2) of this section is subject to offset to the extent that the seller establishes:
(a) A right to recover damages under the provisions of this Article other than subsection (1) of this section, and
(b) The amount or value of any benefits received by the buyer directly or indirectly by reason of the contract.
(4) Where a seller has received payment in goods, their reasonable value or the proceeds of their resale shall be treated as payments for the purposes of subsection (2) of this section; but if the seller has notice of the buyer's breach before reselling goods received in part performance, his or her resale is subject to the conditions laid down in this Article on resale by an aggrieved seller (RCW 62A.2-706).
[ 2013 c 23 § 171; 1965 ex.s. c 157 § 2-718.]
2023 Revised Code of Washington › Title 62A - Uniform Commercial Code › 62A.2 Sales. › 62A.2-719 - Contractual modification or limitation of remedy.

RCW 62A.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 Article and may limit or alter the measure of damages recoverable under this Article, as by limiting the buyer's remedies to return of the goods and repayment of the price or to repair and replacement of non-conforming goods or parts; and
(b) resort to a remedy as provided is optional unless the remedy is expressly agreed to be exclusive, in which case it is the sole remedy.
(2) Where circumstances cause an exclusive or limited remedy to fail of its essential purpose, remedy may be had as provided in this Title.
(3) Limitation of consequential damages for injury to the person in the case of goods purchased primarily for personal, family or household use or of any services related thereto is invalid unless it is proved that the limitation is not unconscionable. Limitation of remedy to repair or replacement of defective parts or non-conforming goods is invalid in sales of goods primarily for personal, family or household use unless the manufacturer or seller maintains or provides within this state facilities adequate to provide reasonable and expeditious performance of repair or replacement obligations.
Limitation of other consequential damages is valid unless it is established that the limitation is unconscionable.
[ 1974 ex.s. c 180 § 2; 1974 ex.s. c 78 § 2; 1965 ex.s. c 157 § 2-719. Subd. (1)(a) cf. former RCW 63.04.720; 1925 ex.s. c 142 § 71; RRS § 5836-71.]
NOTES:
Lease or rental of personal property—Disclaimer of warranty of merchantability or fitness: RCW 63.18.010.
2023 Revised Code of Washington › Title 62A - Uniform Commercial Code › 62A.2 Sales. › 62A.2-720 - Effect of "cancellation" or "rescission" on claims for antecedent breach.

RCW 62A.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.
[1965 ex.s. c 157 § 2-720.]
2023 Revised Code of Washington › Title 62A - Uniform Commercial Code › 62A.2 Sales. › 62A.2-721 - Remedies for fraud.

RCW 62A.2-721
Remedies for fraud.
Remedies for material misrepresentation or fraud include all remedies available under this Article for non-fraudulent breach. Neither rescission or a claim for rescission of the contract for sale nor rejection or return of the goods shall bar or be deemed inconsistent with a claim for damages or other remedy.
[1965 ex.s. c 157 § 2-721.]
2023 Revised Code of Washington › Title 62A - Uniform Commercial Code › 62A.2 Sales. › 62A.2-722 - Who can sue third parties for injury to goods.

RCW 62A.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 or her suit or settlement is, subject to his or her 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.
[ 2013 c 23 § 172; 1965 ex.s. c 157 § 2-722.]
2023 Revised Code of Washington › Title 62A - Uniform Commercial Code › 62A.2 Sales. › 62A.2-723 - Proof of market price: Time and place.

RCW 62A.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 (RCW 62A.2-708 or 62A.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 or she has given the other party such notice as the court finds sufficient to prevent unfair surprise.
[ 2013 c 23 § 173; 1965 ex.s. c 157 § 2-723.]
2023 Revised Code of Washington › Title 62A - Uniform Commercial Code › 62A.2 Sales. › 62A.2-724 - Admissibility of market quotations.

RCW 62A.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.
[1965 ex.s. c 157 § 2-724.]
2023 Revised Code of Washington › Title 62A - Uniform Commercial Code › 62A.2 Sales. › 62A.2-725 - Statute of limitations in contracts for sale.

RCW 62A.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 this Title becomes effective.
[1965 ex.s. c 157 § 2-725.]
NOTES:
Limitation of actions—Tolling of statute: RCW 4.16.170 through 4.16.240.
2023 Revised Code of Washington › Title 62A - Uniform Commercial Code › 62A.2A Leases. › 62A.2A-101 - Short title.

RCW 62A.2A-101
Short title.
This Article shall be known and may be cited as the Uniform Commercial Code—Leases.
[1993 c 230 § 2A-101.]
NOTES:
Effective date—1993 c 230: See RCW 62A.11-110.
2023 Revised Code of Washington › Title 62A - Uniform Commercial Code › 62A.2A Leases. › 62A.2A-102 - Scope.

RCW 62A.2A-102
Scope. (Effective until January 1, 2024.)
This Article applies to any transaction, regardless of form, that creates a lease.
[1993 c 230 § 2A-102.]
NOTES:
Effective date—1993 c 230: See RCW 62A.11-110.
(1) This Article applies to any transaction, regardless of form, that creates a lease and, in the case of a hybrid lease, it applies to the extent provided in subsection (2) of this section.
(2) In a hybrid lease:
(a) If the lease-of-goods aspects do not predominate:
(i) Only the provisions of this Article which relate primarily to the lease-of-goods aspects of the transaction apply, and the provisions that relate primarily to the transaction as a whole do not apply;
(ii) RCW 62A.2A-209 applies if the lease is a finance lease; and
(iii) RCW 62A.2A-407 applies to the promises of the lessee in a finance lease to the extent the promises are consideration for the right to possession and use of the leased goods; and
(b) If the lease-of-goods aspects predominate, this Article applies to the transaction, but does not preclude application in appropriate circumstances of other law to aspects of the lease which do not relate to the lease of goods.
[ 2023 c 266 § 301; 1993 c 230 § 2A-102.]
NOTES:
Construction—Effective date—2023 c 266: See notes following RCW 62A.12-101.
Effective date—1993 c 230: See RCW 62A.11-110.
2023 Revised Code of Washington › Title 62A - Uniform Commercial Code › 62A.2A Leases. › 62A.2A-104 - Leases subject to other law.

RCW 62A.2A-104
Leases subject to other law.
(1) A lease, although subject to this Article, is also subject to any applicable:
(a) Certificate of title statute of this state (chapters 46.12 and 88.02 RCW);
(b) Certificate of title statute of another jurisdiction (RCW 62A.2A-105); or
(c) Consumer protection statute of this state.
(2) In case of conflict between this Article, other than RCW 62A.2A-105, 62A.2A-304(3), and 62A.2A-305(3), and a statute referred to in subsection (1) of this section, the statute or decision controls.
(3) Failure to comply with an applicable law has only the effect specified therein.
[1993 c 230 § 2A-104.]
NOTES:
Effective date—1993 c 230: See RCW 62A.11-110.
2023 Revised Code of Washington › Title 62A - Uniform Commercial Code › 62A.2A Leases. › 62A.2A-105 - Territorial application of article to goods covered by certificate of title.

RCW 62A.2A-105
Territorial application of article to goods covered by certificate of title.
Subject to the provisions of RCW 62A.2A-304(3) and 62A.2A-305(3), with respect to goods covered by a certificate of title issued under a statute of this state or of another jurisdiction, compliance and the effect of compliance or noncompliance with a certificate of title statute are governed by the law (including the conflict of laws rules) of the jurisdiction issuing the certificate until the earlier of (a) surrender of the certificate, or (b) four months after the goods are removed from that jurisdiction and thereafter until a new certificate of title is issued by another jurisdiction.
[1993 c 230 § 2A-105.]
NOTES:
Effective date—1993 c 230: See RCW 62A.11-110.
2023 Revised Code of Washington › Title 62A - Uniform Commercial Code › 62A.2A Leases. › 62A.2A-106 - Limitation on power of parties to consumer lease to choose applicable law and judicial forum.

RCW 62A.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 (a) in which the lessee resides at the time the lease agreement becomes enforceable or within thirty days thereafter, (b) in which the goods are to be used, or (c) in which the lessee executes the lease, the choice is not enforceable.
(2) If the judicial forum or the forum for dispute resolution chosen by the parties to a consumer lease is a jurisdiction other than a jurisdiction (a) in which the lessee resides at the time the lease agreement becomes enforceable or within thirty days thereafter, (b) in which the goods are to be used, or (c) in which the lease is executed by the lessee, the choice is not enforceable.
[1993 c 230 § 2A-106.]
NOTES:
Effective date—1993 c 230: See RCW 62A.11-110.
2023 Revised Code of Washington › Title 62A - Uniform Commercial Code › 62A.2A Leases. › 62A.2A-107 - Waiver or renunciation of claim or right after default.

RCW 62A.2A-107
Waiver or renunciation of claim or right after default. (Effective until January 1, 2024.)
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.
[1993 c 230 § 2A-107.]
NOTES:
Effective date—1993 c 230: See RCW 62A.11-110.
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 waiver or renunciation in a signed record delivered by the aggrieved party.
[ 2023 c 266 § 303; 1993 c 230 § 2A-107.]
NOTES:
Construction—Effective date—2023 c 266: See notes following RCW 62A.12-101.
Effective date—1993 c 230: See RCW 62A.11-110.
2023 Revised Code of Washington › Title 62A - Uniform Commercial Code › 62A.2A Leases. › 62A.2A-108 - Unconscionability.

RCW 62A.2A-108
Unconscionability.
(1) If the court as a matter of law finds a lease contract or any clause of a lease contract to have been unconscionable at the time it was made the court may refuse to enforce the lease contract, or it may enforce the remainder of the lease contract without the unconscionable clause, or it may so limit the application of any unconscionable clause as to avoid any unconscionable result.
(2) If a party claims that, or it appears to the court that, the lease contract or a clause within the contract may be unconscionable, the court shall allow a reasonable opportunity to present evidence as to the lease or clause's commercial setting, purpose, and effect to aid the court in making the determination.
[1993 c 230 § 2A-108.]
NOTES:
Effective date—1993 c 230: See RCW 62A.11-110.
2023 Revised Code of Washington › Title 62A - Uniform Commercial Code › 62A.2A Leases. › 62A.2A-202 - Final written expression: Parol or extrinsic evidence.

RCW 62A.2A-202
Final written expression: Parol or extrinsic evidence. (Effective until January 1, 2024.)
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.
[1993 c 230 § 2A-202.]
NOTES:
Effective date—1993 c 230: See RCW 62A.11-110.
Terms with respect to which the confirmatory memoranda of the parties agree or which are otherwise set forth in a record 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 record to have been intended also as a complete and exclusive statement of the terms of the agreement.
[ 2023 c 266 § 305; 1993 c 230 § 2A-202.]
NOTES:
Construction—Effective date—2023 c 266: See notes following RCW 62A.12-101.
Effective date—1993 c 230: See RCW 62A.11-110.
2023 Revised Code of Washington › Title 62A - Uniform Commercial Code › 62A.2A Leases. › 62A.2A-203 - Seals inoperative.

RCW 62A.2A-203
Seals inoperative. (Effective until January 1, 2024.)
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.
[1993 c 230 § 2A-203.]
NOTES:
Effective date—1993 c 230: See RCW 62A.11-110.
The affixing of a seal to a record evidencing a lease contract or an offer to enter into a lease contract does not render the record a sealed instrument and the law with respect to sealed instruments does not apply to the lease contract or offer.
[ 2023 c 266 § 306; 1993 c 230 § 2A-203.]
NOTES:
Construction—Effective date—2023 c 266: See notes following RCW 62A.12-101.
Effective date—1993 c 230: See RCW 62A.11-110.
2023 Revised Code of Washington › Title 62A - Uniform Commercial Code › 62A.2A Leases. › 62A.2A-204 - Formation in general.

RCW 62A.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.
[1993 c 230 § 2A-204.]
NOTES:
Effective date—1993 c 230: See RCW 62A.11-110.
2023 Revised Code of Washington › Title 62A - Uniform Commercial Code › 62A.2A Leases. › 62A.2A-205 - Firm offers.

RCW 62A.2A-205
Firm offers. (Effective until January 1, 2024.)
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.
[1993 c 230 § 2A-205.]
NOTES:
Effective date—1993 c 230: See RCW 62A.11-110.
An offer by a merchant to lease goods to or from another person in a signed record 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.
[ 2023 c 266 § 307; 1993 c 230 § 2A-205.]
NOTES:
Construction—Effective date—2023 c 266: See notes following RCW 62A.12-101.
Effective date—1993 c 230: See RCW 62A.11-110.
2023 Revised Code of Washington › Title 62A - Uniform Commercial Code › 62A.2A Leases. › 62A.2A-206 - Offer and acceptance in formation of lease contract.

RCW 62A.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.
[1993 c 230 § 2A-206.]
NOTES:
Effective date—1993 c 230: See RCW 62A.11-110.
2023 Revised Code of Washington › Title 62A - Uniform Commercial Code › 62A.2A Leases. › 62A.2A-208 - Modification, rescission, and waiver.

RCW 62A.2A-208
Modification, rescission, and waiver. (Effective until January 1, 2024.)
(1) An agreement modifying a lease contract needs no consideration to be binding.
(2) A signed lease agreement that excludes modification or rescission except by a signed writing may not be otherwise modified or rescinded, but, except as between merchants, such a requirement on a form supplied by a merchant must be separately signed by the other party.
(3) Although an attempt at modification or rescission does not satisfy the requirements of subsection (2) of this section, it may operate as a waiver.
(4) A party who has made a waiver affecting an executory portion of a lease contract may retract the waiver by reasonable notification received by the other party that strict performance will be required of any term waived, unless the retraction would be unjust in view of a material change of position in reliance on the waiver.
[1993 c 230 § 2A-208.]
NOTES:
Effective date—1993 c 230: See RCW 62A.11-110.
(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 record may not be otherwise modified or rescinded, but, except as between merchants, such a requirement on a form supplied by a merchant must be separately signed by the other party.
(3) Although an attempt at modification or rescission does not satisfy the requirements of subsection (2) of this section, it may operate as a waiver.
(4) A party who has made a waiver affecting an executory portion of a lease contract may retract the waiver by reasonable notification received by the other party that strict performance will be required of any term waived, unless the retraction would be unjust in view of a material change of position in reliance on the waiver.
[ 2023 c 266 § 308; 1993 c 230 § 2A-208.]
NOTES:
Construction—Effective date—2023 c 266: See notes following RCW 62A.12-101.
Effective date—1993 c 230: See RCW 62A.11-110.
2023 Revised Code of Washington › Title 62A - Uniform Commercial Code › 62A.2A Leases. › 62A.2A-209 - Lessee under finance lease as beneficiary of supply contract.

RCW 62A.2A-209
Lessee under finance lease as beneficiary of supply contract.
(1) The benefit of a supplier's promises to the lessor under the supply contract and of all warranties, whether express or implied, including those of any third party provided in connection with or as part of the supply contract, extends to the lessee to the extent of the lessee's leasehold interest under a finance lease related to the supply contract, but is subject to the terms of the warranty and of the supply contract and all defenses or claims arising therefrom.
(2) The extension of the benefit of a supplier's promises and of warranties to the lessee (RCW 62A.2A-209(1)) does not: (i) Modify the rights and obligations of the parties to the supply contract, whether arising therefrom or otherwise, or (ii) impose any duty or liability under the supply contract on the lessee.
(3) Any modification or rescission of the supply contract by the supplier and the lessor is effective between the supplier and the lessee unless, before the modification or rescission, the supplier has received notice that the lessee has entered into a finance lease related to the supply contract. If the modification or rescission is effective between the supplier and the lessee, the lessor is deemed to have assumed, in addition to the obligations of the lessor to the lessee under the lease contract, promises of the supplier to the lessor and warranties that were so modified or rescinded as they existed and were available to the lessee before modification or rescission.
(4) In addition to the extension of the benefit of the supplier's promises and of warranties to the lessee under subsection (1) of this section, the lessee retains all rights that the lessee may have against the supplier which arise from an agreement between the lessee and the supplier or under other law.
[1993 c 230 § 2A-209.]
NOTES:
Effective date—1993 c 230: See RCW 62A.11-110.
2023 Revised Code of Washington › Title 62A - Uniform Commercial Code › 62A.2A Leases. › 62A.2A-210 - Express warranties.

RCW 62A.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.
[1993 c 230 § 2A-210.]
NOTES:
Effective date—1993 c 230: See RCW 62A.11-110.
2023 Revised Code of Washington › Title 62A - Uniform Commercial Code › 62A.2A Leases. › 62A.2A-211 - Warranties against interference and against infringement; lessee's obligation against infringement.

RCW 62A.2A-211
Warranties against interference and against infringement; lessee's obligation against infringement.
(1) There is in a lease contract a warranty that for the lease term no person holds a claim to or interest in the goods that arose from an act or omission of the lessor, other than a claim by way of infringement or the like, which will interfere with the lessee's enjoyment of its leasehold interest.
(2) Except in a finance lease there is in a lease contract by a lessor who is a merchant regularly dealing in goods of the kind a warranty that the goods are delivered free of the rightful claim of any person by way of infringement or the like.
(3) A lessee who furnishes specifications to a lessor or a supplier shall hold the lessor and the supplier harmless against any claim by way of infringement or the like that arises out of compliance with the specifications.
[1993 c 230 § 2A-211.]
NOTES:
Effective date—1993 c 230: See RCW 62A.11-110.
2023 Revised Code of Washington › Title 62A - Uniform Commercial Code › 62A.2A Leases. › 62A.2A-212 - Implied warranty of merchantability.

RCW 62A.2A-212
Implied warranty of merchantability.
(1) Except in a finance lease, a warranty that the goods will be merchantable is implied in a lease contract if the lessor is a merchant with respect to goods of that kind.
(2) Goods to be merchantable must be at least such as:
(a) Pass without objection in the trade under the description in the lease agreement;
(b) In the case of fungible goods, are of fair average quality within the description;
(c) Are fit for the ordinary purposes for which goods of that type are used;
(d) Run, within the variation permitted by the lease agreement, of even kind, quality, and quantity within each unit and among all units involved;
(e) Are adequately contained, packaged, and labeled as the lease agreement may require; and
(f) Conform to any promises or affirmations of fact made on the container or label.
(3) Other implied warranties may arise from course of dealing or usage of trade.
[1993 c 230 § 2A-212.]
NOTES:
Effective date—1993 c 230: See RCW 62A.11-110.
2023 Revised Code of Washington › Title 62A - Uniform Commercial Code › 62A.2A Leases. › 62A.2A-213 - Implied warranty of fitness for particular purpose.

RCW 62A.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.
[1993 c 230 § 2A-213.]
NOTES:
Effective date—1993 c 230: See RCW 62A.11-110.
2023 Revised Code of Washington › Title 62A - Uniform Commercial Code › 62A.2A Leases. › 62A.2A-214 - Exclusion or modification of warranties.

RCW 62A.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 RCW 62A.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) of this section, to exclude or modify the implied warranty of merchantability or any part of it the language must mention "merchantability," be by a writing, and be conspicuous. Subject to subsection (3) of this section, to exclude or modify any implied warranty of fitness the exclusion must be by a writing and be conspicuous. Language to exclude all implied warranties of fitness is sufficient if it is in writing, is conspicuous and states, for example, "There is no warranty that the goods will be fit for a particular purpose."
(3) Notwithstanding subsection (2) of this section, but subject to subsection (4) of this section:
(a) Unless the circumstances indicate otherwise, all implied warranties are excluded by expressions like "as is," or "with all faults," or by other language that in common understanding calls the lessee's attention to the exclusion of warranties and makes plain that there is no implied warranty, if in writing and conspicuous;
(b) If the lessee before entering into the lease contract has examined the goods or the sample or model as fully as desired or has refused to examine the goods, there is no implied warranty with regard to defects that an examination ought in the circumstances to have revealed; and
(c) An implied warranty may also be excluded or modified by course of dealing, course of performance, or usage of trade.
(4) To exclude or modify a warranty against interference or against infringement (RCW 62A.2A-211) or any part of it, the language must be specific, be by a writing, and be conspicuous, unless the circumstances, including course of performance, course of dealing, or usage of trade, give the lessee reason to know that the goods are being leased subject to a claim or interest of any person.
[1993 c 230 § 2A-214.]
NOTES:
Effective date—1993 c 230: See RCW 62A.11-110.
2023 Revised Code of Washington › Title 62A - Uniform Commercial Code › 62A.2A Leases. › 62A.2A-215 - Cumulation and conflict of warranties express or implied.

RCW 62A.2A-215
Cumulation and conflict of warranties express or implied.
Warranties, whether express or implied, must be construed as consistent with each other and as cumulative, but if that construction is unreasonable, the intention of the parties determines which warranty is dominant. In ascertaining that intention the following rules apply:
(a) Exact or technical specifications displace an inconsistent sample or model or general language of description.
(b) A sample from an existing bulk displaces inconsistent general language of description.
(c) Express warranties displace inconsistent implied warranties other than an implied warranty of fitness for a particular purpose.
[1993 c 230 § 2A-215.]
NOTES:
Effective date—1993 c 230: See RCW 62A.11-110.
2023 Revised Code of Washington › Title 62A - Uniform Commercial Code › 62A.2A Leases. › 62A.2A-216 - Third party beneficiaries of express and implied warranties.

RCW 62A.2A-216
Third party beneficiaries of express and implied warranties.
A warranty to or for the benefit of a lessee under this Article, 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.
[1993 c 230 § 2A-216.]
NOTES:
Effective date—1993 c 230: See RCW 62A.11-110.
2023 Revised Code of Washington › Title 62A - Uniform Commercial Code › 62A.2A Leases. › 62A.2A-217 - Identification.

RCW 62A.2A-217
Identification.
Identification of goods as goods to which a lease contract refers may be made at any time and in any manner explicitly agreed to by the parties. In the absence of explicit agreement, identification occurs:
(a) When the lease contract is made if the lease contract is for a lease of goods that are existing and identified;
(b) When the goods are shipped, marked, or otherwise designated by the lessor as goods to which the lease contract refers, if the lease contract is for a lease of goods that are not existing and identified; or
(c) When the young are conceived, if the lease contract is for a lease of unborn young of animals.
[1993 c 230 § 2A-217.]
NOTES:
Effective date—1993 c 230: See RCW 62A.11-110.
2023 Revised Code of Washington › Title 62A - Uniform Commercial Code › 62A.2A Leases. › 62A.2A-218 - Insurance and proceeds.

RCW 62A.2A-218
Insurance and proceeds.
(1) A lessee obtains an insurable interest when existing goods are identified to the lease contract even though the goods identified are nonconforming and the lessee has an option to reject them.
(2) If a lessee has an insurable interest only by reason of the lessor's identification of the goods, the lessor, until default or insolvency or notification to the lessee that identification is final, may substitute other goods for those identified.
(3) Notwithstanding a lessee's insurable interest under subsections (1) and (2) 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.
(4) Nothing in this section impairs any insurable interest recognized under any other statute or rule of law.
(5) The parties by agreement may determine that one 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.
[1993 c 230 § 2A-218.]
NOTES:
Effective date—1993 c 230: See RCW 62A.11-110.
2023 Revised Code of Washington › Title 62A - Uniform Commercial Code › 62A.2A Leases. › 62A.2A-219 - Risk of loss.

RCW 62A.2A-219
Risk of loss.
(1) Except in the case of a finance lease, risk of loss is retained by the lessor and does not pass to the lessee. In the case of a finance lease, risk of loss passes to the lessee.
(2) Subject to the provisions of this Article on the effect of default on risk of loss (RCW 62A.2A-220), if risk of loss is to pass to the lessee and the time of passage is not stated, the following rules apply:
(a) If the lease contract requires or authorizes the goods to be shipped by carrier:
(i) And it does not require delivery at a particular destination, the risk of loss passes to the lessee when the goods are duly delivered to the carrier; but
(ii) If it does require delivery at a particular destination and the goods are there duly tendered while in the possession of the carrier, the risk of loss passes to the lessee when the goods are there duly so tendered as to enable the lessee to take delivery.
(b) If the goods are held by a bailee to be delivered without being moved, the risk of loss passes to the lessee on acknowledgment by the bailee of the lessee's right to possession of the goods.
(c) In any case not within subsection (2)(a) or (b) of this section, 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.
[1993 c 230 § 2A-219.]
NOTES:
Effective date—1993 c 230: See RCW 62A.11-110.
2023 Revised Code of Washington › Title 62A - Uniform Commercial Code › 62A.2A Leases. › 62A.2A-220 - Effect of default on risk of loss.

RCW 62A.2A-220
Effect of default on risk of loss.
(1) Where risk of loss is to pass to the lessee and the time of passage is not stated:
(a) If a tender or delivery of goods so fails to conform to the lease contract as to give a right of rejection, the risk of their loss remains with the lessor, or, in the case of a finance lease, the supplier, until cure or acceptance.
(b) If the lessee rightfully revokes acceptance, he or she, to the extent of any deficiency in his or her effective insurance coverage, may treat the risk of loss as having remained with the lessor from the beginning.
(2) Whether or not risk of loss is to pass to the lessee, if the lessee as to conforming goods already identified to a lease contract repudiates or is otherwise in default under the lease contract, the lessor, or, in the case of a finance lease, the supplier, to the extent of any deficiency in his or her effective insurance coverage may treat the risk of loss as resting on the lessee for a commercially reasonable time.
[1993 c 230 § 2A-220.]
NOTES:
Effective date—1993 c 230: See RCW 62A.11-110.