reglab/statecodes huggingface dataset:
2023 Wyoming Statutes › Title 34.1 - Uniform Commercial Code › Article 2 - Sales › Part 7 - Remedies › Section 34.1-2-706 - Seller's Resale Including Contract for Resale.

34.1-2-706. Seller's resale including contract for resale.
(a) Under the conditions stated in section 34.1-2-703 on seller's remedies, the seller may resell the goods concerned or the undelivered balance thereof. Where the resale is made in good faith and in a commercially reasonable manner the seller may recover the difference between the resale price and the contract price together with any incidental damages allowed under the provisions of this article (section 34.1-2-710), but less expenses saved in consequence of the buyer's breach.
(b) Except as otherwise provided in subsection (c) or unless otherwise agreed resale may be at public or private sale including sale by way of one (1) or more contracts to sell or of identification to an existing contract of the seller. Sale may be as a unit or in parcels and at any time and place and on any terms but every aspect of the sale including the method, manner, time, place and terms must be commercially reasonable. The resale must be reasonably identified as referring to the broken contract, but it is not necessary that the goods be in existence or that any or all of them have been identified to the contract before the breach.
(c) Where the resale is at private sale the seller must give the buyer reasonable notification of his intention to resell.
(d) Where the resale is at public sale:
(i) Only identified goods can be sold except where there is a recognized market for a public sale of futures in goods of the kind; and
(ii) It must be made at a usual place or market for public sale if one is reasonably available and except in the case of goods which are perishable or threaten to decline in value speedily the seller must give the buyer reasonable notice of the time and place of the resale; and
(iii) If the goods are not to be within the view of those attending the sale the notification of sale must state the place where the goods are located and provide for their reasonable inspection by prospective bidders; and
(iv) The seller may buy.
(e) A purchaser who buys in good faith at a resale takes the goods free of any rights of the original buyer even though the seller fails to comply with one (1) or more of the requirements of this section.
(f) The seller is not accountable to the buyer for any profit made on any resale. A person in the position of a seller (section 34.1-2-707) or a buyer who has rightfully rejected or justifiably revoked acceptance must account for any excess over the amount of his security interest, as hereinafter defined (section 34.1-2-711(c)).
2023 Wyoming Statutes › Title 34.1 - Uniform Commercial Code › Article 2 - Sales › Part 7 - Remedies › Section 34.1-2-707 - "Person in the Position of a Seller".

34.1-2-707. "Person in the position of a seller".
(a) A "person in the position of a seller" includes as against a principal an agent who has paid or become responsible for the price of goods on behalf of his principal or anyone who otherwise holds a security interest or other right in goods similar to that of a seller.
(b) A person in the position of a seller may as provided in this article withhold or stop delivery (section 34.1-2-705) and resell (section 34.1-2-706) and recover incidental damages (section 34.1-2-710).
2023 Wyoming Statutes › Title 34.1 - Uniform Commercial Code › Article 2 - Sales › Part 7 - Remedies › Section 34.1-2-708 - Seller's Damages for Nonacceptance or Repudiation.

34.1-2-708. Seller's damages for nonacceptance or repudiation.
(a) Subject to subsection (b) and to the provisions of this article with respect to proof of market price (section 34.1-2-723), the measure of damages for nonacceptance or repudiation by the buyer is the difference between the market price at the time and place for tender and the unpaid contract price together with any incidental damages provided in this article (section 34.1-2-710), but less expenses saved in consequence of the buyer's breach.
(b) If the measure of damages provided in subsection (a) is inadequate to put the seller in as good a position as performance would have done then the measure of damages is the profit (including reasonable overhead) which the seller would have made from full performance by the buyer, together with any incidental damages provided in this article (section 34.1-2-710), due allowance for costs reasonably incurred and due credit for payments or proceeds of resale.
2023 Wyoming Statutes › Title 34.1 - Uniform Commercial Code › Article 2 - Sales › Part 7 - Remedies › Section 34.1-2-709 - Action for the Price.

34.1-2-709. Action for the price.
(a) 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:
(i) 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
(ii) 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.
(b) Where the seller sues for the price he must hold for the buyer any goods which have been identified to the contract and are still in his control except that if resale becomes possible he 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 to any goods not resold.
(c) After the buyer has wrongfully rejected or revokes acceptance of the goods or has failed to make a payment due or has repudiated (section 34.1-2-610), a seller who is held not entitled to the price under this section shall nevertheless be awarded damages for nonacceptance under the preceding section.
2023 Wyoming Statutes › Title 34.1 - Uniform Commercial Code › Article 2 - Sales › Part 7 - Remedies › Section 34.1-2-710 - Seller's Incidental Damages.

34.1-2-710. 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.
2023 Wyoming Statutes › Title 34.1 - Uniform Commercial Code › Article 2 - Sales › Part 7 - Remedies › Section 34.1-2-711 - Buyer's Remedies in General; Buyer's Security Interest in Rejected Goods.

34.1-2-711. Buyer's remedies in general; buyer's security interest in rejected goods.
(a) 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 (section 34.1-2-612), the buyer may cancel and whether or not he has done so may in addition to recovering so much of the price as has been paid:
(i) "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
(ii) Recover damages for nondelivery as provided in this article (section 34.1-2-713).
(b) Where the seller fails to deliver or repudiates the buyer may also:
(i) If the goods have been identified recover them as provided in this article (section 34.1-2-502); or
(ii) In a proper case obtain specific performance or replevy the goods as provided in this article (section 34.1-2-716).
(c) On rightful rejection or justifiable revocation of acceptance a buyer has a security interest in goods in his 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 (section 34.1-2-706).
2023 Wyoming Statutes › Title 34.1 - Uniform Commercial Code › Article 2 - Sales › Part 7 - Remedies › Section 34.1-2-712 - "Cover"; Buyer's Procurement of Substitute Goods.

34.1-2-712. "Cover"; buyer's procurement of substitute goods.
(a) 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.
(b) The buyer may recover from the seller as damages the difference between the cost of cover and the contract price together with any incidental or consequential damages as hereinafter defined (section 34.1-2-715), but less expenses saved in consequence of the seller's breach.
(c) Failure of the buyer to effect cover within this section does not bar him from any other remedy.
2023 Wyoming Statutes › Title 34.1 - Uniform Commercial Code › Article 2 - Sales › Part 7 - Remedies › Section 34.1-2-713 - Buyer's Damages for Nondelivery or Repudiation.

34.1-2-713. Buyer's damages for nondelivery or repudiation.
(a) Subject to the provisions of this article with respect to proof of market price (section 34.1-2-723), 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 (section 34.1-2-715), but less expenses saved in consequence of the seller's breach.
(b) 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.
2023 Wyoming Statutes › Title 34.1 - Uniform Commercial Code › Article 2 - Sales › Part 7 - Remedies › Section 34.1-2-714 - Buyer's Damages for Breach in Regard to Accepted Goods.

34.1-2-714. Buyer's damages for breach in regard to accepted goods.
(a) Where the buyer has accepted goods and given notification (section 34.1-2-607) he may recover as damages for any nonconformity of tender the loss resulting in the ordinary course of events from the seller's breach as determined in any manner which is reasonable.
(b) 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.
(c) In a proper case any incidental and consequential damages under the next section may also be recovered.
2023 Wyoming Statutes › Title 34.1 - Uniform Commercial Code › Article 2 - Sales › Part 7 - Remedies › Section 34.1-2-715 - Buyer's Incidental and Consequential Damages.

34.1-2-715. Buyer's incidental and consequential damages.
(a) 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.
(b) Consequential damages resulting from the seller's breach include:
(i) 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
(ii) Injury to person or property proximately resulting from any breach of warranty.
2023 Wyoming Statutes › Title 34.1 - Uniform Commercial Code › Article 2 - Sales › Part 7 - Remedies › Section 34.1-2-716 - Buyer's Right to Specific Performance or Replevin.

34.1-2-716. Buyer's right to specific performance or replevin.
(a) Specific performance may be decreed where the goods are unique or in other proper circumstances.
(b) 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.
(c) The buyer has a right of replevin for goods identified to the contract if after reasonable effort he is unable to effect cover for such goods or the circumstances reasonably indicate that such effort will be unavailing or if the goods have been shipped under reservation and satisfaction of the security interest in them has been made or tendered. In the case of goods bought for personal, family or household purposes, the buyer's right of replevin vests upon acquisition of a special property, even if the seller had not then repudiated or failed to deliver.
2023 Wyoming Statutes › Title 34.1 - Uniform Commercial Code › Article 2 - Sales › Part 7 - Remedies › Section 34.1-2-717 - Deduction of Damages From the Price.

34.1-2-717. 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.
2023 Wyoming Statutes › Title 34.1 - Uniform Commercial Code › Article 2 - Sales › Part 7 - Remedies › Section 34.1-2-718 - Liquidation or Limitation of Damages; Deposits.

34.1-2-718. Liquidation or limitation of damages; deposits.
(a) 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.
(b) 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 payment exceeds:
(i) The amount to which the seller is entitled by virtue of terms liquidating the seller's damages in accordance with subsection (a); or
(ii) In the absence of such terms, twenty percent (20%) of the value of the total performance for which the buyer is obligated under the contract or five hundred dollars ($500.00), whichever is smaller.
(c) The buyer's right to restitution under subsection (b) is subject to offset to the extent that the seller establishes:
(i) A right to recover damages under the provisions of this article other than subsection (a); and
(ii) The amount or value of any benefits received by the buyer directly or indirectly by reason of the contract.
(d) 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 (b); but if the seller has notice of the buyer's breach before reselling goods received in part performance, his resale is subject to the conditions laid down in this article on resale by an aggrieved seller (section 34.1-2-706).
2023 Wyoming Statutes › Title 34.1 - Uniform Commercial Code › Article 2 - Sales › Part 7 - Remedies › Section 34.1-2-719 - Contractual Modification or Limitations of Remedy.

34.1-2-719. Contractual modification or limitations of remedy.
(a) Subject to the provisions of subsections (b) and (c) of this section and of the preceding section on liquidation and limitation of damages:
(i) 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 nonconforming goods or parts; and
(ii) 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.
(b) Where circumstances cause an exclusive or limited remedy to fail of its essential purpose, remedy may be had as provided in this act.
(c) Consequential damages may be limited or excluded unless the limitation or exclusion is unconscionable. Limitation of consequential damages for injury to the person in the case of consumer goods is prima facie unconscionable but limitation of damages where the loss is commercial is not.
2023 Wyoming Statutes › Title 34.1 - Uniform Commercial Code › Article 2 - Sales › Part 7 - Remedies › Section 34.1-2-720 - Effect of "Cancellation" or "Rescission" on Claims for Antecedent Breach.

34.1-2-720. 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.
2023 Wyoming Statutes › Title 34.1 - Uniform Commercial Code › Article 2 - Sales › Part 7 - Remedies › Section 34.1-2-721 - Remedies for Fraud.

34.1-2-721. 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.
2023 Wyoming Statutes › Title 34.1 - Uniform Commercial Code › Article 2 - Sales › Part 7 - Remedies › Section 34.1-2-722 - Who Can Sue Third Parties for Injury to Goods.

34.1-2-722. Who can sue third parties for injury to goods.
(a) 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:
(i) 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;
(ii) 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;
(iii) Either party may with the consent of the other sue for the benefit of whom it may concern.
2023 Wyoming Statutes › Title 34.1 - Uniform Commercial Code › Article 2 - Sales › Part 7 - Remedies › Section 34.1-2-723 - Proof of Market Price: Time and Place.

34.1-2-723. Proof of market price: Time and place.
(a) 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 34.1-2-708 or section 34.1-2-713) shall be determined according to the price of such goods prevailing at the time when the aggrieved party learned of the repudiation.
(b) 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.
(c) Evidence of a relevant price prevailing at a time or place other than the one described in this article offered by one (1) party is not admissible unless and until he has given the other party such notice as the court finds sufficient to prevent unfair surprise.
2023 Wyoming Statutes › Title 34.1 - Uniform Commercial Code › Article 2 - Sales › Part 7 - Remedies › Section 34.1-2-724 - Admissibility of Market Quotations.

34.1-2-724. 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.
2023 Wyoming Statutes › Title 34.1 - Uniform Commercial Code › Article 2 - Sales › Part 7 - Remedies › Section 34.1-2-725 - Statute of Limitations in Contracts for Sale.

34.1-2-725. Statute of limitations in contracts for sale.
(a) An action for breach of any contract for sale must be commenced within four (4) years after the cause of action has accrued. By the original agreement the parties may reduce the period of limitation to not less than one (1) year but may not extend it.
(b) 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.
(c) Where an action commenced within the time limited by subsection (a) 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 (6) months after the termination of the first action unless the termination resulted from voluntary discontinuance or from dismissal for failure or neglect to prosecute.
(d) 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 act becomes effective.
2023 Wyoming Statutes › Title 34.1 - Uniform Commercial Code › Article 2.a - Leases › Part 1 - General Provisions › Section 34.1-2.A-104 - Leases Subject to Other Law.

34.1-2.A-104. Leases subject to other law.
(a) A lease, although subject to this article, is also subject to any applicable:
(i) Certificate of title statute of this state;
(ii) Certificate of title statute of another jurisdiction (section 34.1-2.A-105); or
(iii) Consumer protection statute of this state, or final consumer protection decision of a court of this state existing on the effective date of this article.
(b) In case of conflict between this article, other than sections 34.1-2.A-105, 34.1-2.A-304(c), and 34.1-2.A-305(c), and a statute or decision referred to in subsection (a), the statute or decision controls.
(c) Failure to comply with an applicable law has only the effect specified therein.
2023 Wyoming Statutes › Title 34.1 - Uniform Commercial Code › Article 2.a - Leases › Part 1 - General Provisions › Section 34.1-2.A-105 - Territorial Application of Article to Goods Covered by Certificate of Title.

34.1-2.A-105. Territorial application of article to goods covered by certificate of title.
Subject to the provisions of sections 34.1-2.A-304(c) and 34.1-2.A-305(c), 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 (1) surrender of the certificate, or (2) four months after the goods are removed from that jurisdiction and thereafter until a new certificate of title is issued by another jurisdiction.
2023 Wyoming Statutes › Title 34.1 - Uniform Commercial Code › Article 2.a - Leases › Part 1 - General Provisions › Section 34.1-2.A-106 - Limitation on Power of Parties to Consumer Lease to Choose Applicable Law and Judicial Forum.

34.1-2.A-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 thirty (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.
2023 Wyoming Statutes › Title 34.1 - Uniform Commercial Code › Article 2.a - Leases › Part 1 - General Provisions › Section 34.1-2.A-107 - Waiver or Renunciation of Claim or Right After Default.

34.1-2.A-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.
2023 Wyoming Statutes › Title 34.1 - Uniform Commercial Code › Article 2.a - Leases › Part 1 - General Provisions › Section 34.1-2.A-108 - Unconscionability.

34.1-2.A-108. Unconscionability.
(a) 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.
(b) With respect to a consumer lease, if the court as a matter of law finds that a lease contract or any clause of a lease contract has been induced by unconscionable conduct or that unconscionable conduct has occurred in the collection of a claim arising from a lease contract, the court may grant appropriate relief.
(c) Before making a finding of unconscionability under subsection (a) or (b), the court, on its own motion or that of a party, shall afford the parties a reasonable opportunity to present evidence as to the setting, purpose, and effect of the lease contract or clause thereof, or of the conduct.
(d) In an action in which the lessee claims unconscionability with respect to a consumer lease:
(i) If the court finds unconscionability under subsection (a) or (b), the court shall award reasonable attorney's fees to the lessee;
(ii) If the court does not find unconscionability and the lessee claiming unconscionability has brought or maintained an action he knew to be groundless, the court shall award reasonable attorney's fees to the party against whom the claim is made;
(iii) In determining attorney's fees, the amount of the recovery on behalf of the claimant under subsections (a) and (b) is not controlling.
2023 Wyoming Statutes › Title 34.1 - Uniform Commercial Code › Article 2.a - Leases › Part 1 - General Provisions › Section 34.1-2.A-109 - Option to Accelerate at Will.

34.1-2.A-109. Option to accelerate at will.
(a) A term providing that one party or his successor in interest may accelerate payment or performance or require collateral or additional collateral "at will" or "when he deems himself insecure" or in words of similar import must be construed to mean that he has power to do so only if he in good faith believes that the prospect of payment or performance is impaired.
(b) With respect to a consumer lease, the burden of establishing good faith under subsection (a) 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.
2023 Wyoming Statutes › Title 34.1 - Uniform Commercial Code › Article 2.a - Leases › Part 2 - Formation and Construction of Lease Contract › Section 34.1-2.A-201 - Statute of Frauds.

34.1-2.A-201. Statute of frauds.
(a) A lease contract is not enforceable by way of action or defense unless:
(i) The total payments to be made under the lease contract, excluding payments for options to renew or buy, are less than one thousand dollars ($1,000.00); or
(ii) There is a writing, signed by the party against whom enforcement is sought or by that party's authorized agent, sufficient to indicate that a lease contract has been made between the parties and to describe the goods leased and the lease term.
(b) Any description of leased goods or of the lease term is sufficient and satisfies subsection (a)(ii), whether or not it is specific, if it reasonably identifies what is described.
(c) A writing is not insufficient because it omits or incorrectly states a term agreed upon, but the lease contract is not enforceable under subsection (a)(ii) beyond the lease term and the quantity of goods shown in the writing.
(d) A lease contract that does not satisfy the requirements of subsection (a), but which is valid in other respects, is enforceable:
(i) If the goods are to be specially manufactured or obtained for the lessee and are not suitable for lease or sale to others in the ordinary course of the lessor's business, and the lessor, before notice of repudiation is received and under circumstances that reasonably indicate that the goods are for the lessee, has made either a substantial beginning of their manufacture or commitments for their procurement;
(ii) If the party against whom enforcement is sought admits in that party's pleading, testimony or otherwise in court that a lease contract was made, but the lease contract is not enforceable under this provision beyond the quantity of goods admitted; or
(iii) With respect to goods that have been received and accepted by the lessee.
(e) The lease term under a lease contract referred to in subsection (d) is:
(i) If there is a writing signed by the party against whom enforcement is sought or by that party's authorized agent specifying the lease term, the term so specified;
(ii) If the party against whom enforcement is sought admits in that party's pleading, testimony, or otherwise in court a lease term, the term so admitted; or
(iii) A reasonable lease term.
2023 Wyoming Statutes › Title 34.1 - Uniform Commercial Code › Article 2.a - Leases › Part 2 - Formation and Construction of Lease Contract › Section 34.1-2.A-202 - Final Written Expression: Parol or Extrinsic Evidence.

34.1-2.A-202. Final written expression: parol or extrinsic evidence.
(a) 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:
(i) By course of dealing or usage of trade or by course of performance; and
(ii) 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.
2023 Wyoming Statutes › Title 34.1 - Uniform Commercial Code › Article 2.a - Leases › Part 2 - Formation and Construction of Lease Contract › Section 34.1-2.A-203 - Seals Inoperative.

34.1-2.A-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.
2023 Wyoming Statutes › Title 34.1 - Uniform Commercial Code › Article 2.a - Leases › Part 2 - Formation and Construction of Lease Contract › Section 34.1-2.A-204 - Formation in General.

34.1-2.A-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 (1) or more terms are left open, a lease contract does not fail for indefiniteness if the parties have intended to make a lease contract and there is a reasonably certain basis for giving an appropriate remedy.
2023 Wyoming Statutes › Title 34.1 - Uniform Commercial Code › Article 2.a - Leases › Part 2 - Formation and Construction of Lease Contract › Section 34.1-2.A-205 - Firm Offers.

34.1-2.A-205. Firm offers.
An offer by a merchant to lease goods to or from another person in a signed writing that by its terms gives assurance it will be held open is not revocable, for lack of consideration, during the time stated or, if no time is stated, for a reasonable time, but in no event may the period of irrevocability exceed three (3) months. Any such term of assurance on a form supplied by the offeree must be separately signed by the offeror.
2023 Wyoming Statutes › Title 34.1 - Uniform Commercial Code › Article 2.a - Leases › Part 2 - Formation and Construction of Lease Contract › Section 34.1-2.A-206 - Offer and Acceptance in Formation of Lease Contract.

34.1-2.A-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.
2023 Wyoming Statutes › Title 34.1 - Uniform Commercial Code › Article 2.a - Leases › Part 2 - Formation and Construction of Lease Contract › Section 34.1-2.A-208 - Modification, Rescission and Waiver.

34.1-2.A-208. Modification, rescission and waiver.
(a) An agreement modifying a lease contract needs no consideration to be binding.
(b) A signed lease agreement that excludes modification or rescission except by a signed writing may not be otherwise modified or rescinded, but, except as between merchants, such a requirement on a form supplied by a merchant must be separately signed by the other party.
(c) Although an attempt at modification or rescission does not satisfy the requirements of subsection (b), it may operate as a waiver.
(d) A party who has made a waiver affecting an executory portion of a lease contract may retract the waiver by reasonable notification received by the other party that strict performance will be required of any term waived, unless the retraction would be unjust in view of a material change of position in reliance on the waiver.
2023 Wyoming Statutes › Title 34.1 - Uniform Commercial Code › Article 2.a - Leases › Part 2 - Formation and Construction of Lease Contract › Section 34.1-2.A-209 - Lessee Under Finance Lease as Beneficiary of Supply Contract.

34.1-2.A-209. Lessee under finance lease as beneficiary of supply contract.
(a) The benefit of a supplier's promises to the lessor under the supply contract and of all warranties, whether express or implied, including those of any third party provided in connection with or as part of the supply contract, extends to the lessee to the extent of the lessee's leasehold interest under a finance lease related to the supply contract, but is subject to the terms of the warranty and of the supply contract and all defenses or claims arising therefrom.
(b) The extension of the benefit of a supplier's promises and of warranties to the lessee (section 34.1-2.A-209(a)) does not: (1) modify the rights and obligations of the parties to the supply contract, whether arising therefrom or otherwise; or (2) impose any duty or liability under the supply contract on the lessee.
(c) Any modification or rescission of the supply contract by the supplier and the lessor is effective between the supplier and the lessee unless, before the modification or rescission, the supplier has received notice that the lessee has entered into a finance lease related to the supply contract. If the modification or rescission is effective between the supplier and the lessee, the lessor is deemed to have assumed, in addition to the obligations of the lessor to the lessee under the lease contract, promises of the supplier to the lessor and warranties that were so modified or rescinded as they existed and were available to the lessee before modification or rescission.
(d) In addition to the extension of the benefit of the supplier's promises and of warranties to the lessee under subsection (a), the lessee retains all rights that the lessee may have against the supplier which arise from an agreement between the lessee and the supplier or under other law.
2023 Wyoming Statutes › Title 34.1 - Uniform Commercial Code › Article 2.a - Leases › Part 2 - Formation and Construction of Lease Contract › Section 34.1-2.A-210 - Express Warranties.

34.1-2.A-210. Express warranties.
(a) Express warranties by the lessor are created as follows:
(i) 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;
(ii) 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;
(iii) 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.
2023 Wyoming Statutes › Title 34.1 - Uniform Commercial Code › Article 2.a - Leases › Part 2 - Formation and Construction of Lease Contract › Section 34.1-2.A-211 - Warranties Against Interference and Against Infringement; Lessee's Obligation Against Infringement.

34.1-2.A-211. Warranties against interference and against infringement; lessee's obligation against infringement.
(a) There is in a lease contract a warranty that for the lease term no person holds a claim to or interest in the goods that arose from an act or omission of the lessor, other than a claim by way of infringement or the like, which will interfere with the lessee's enjoyment of its leasehold interest.
(b) Except in a finance lease there is in a lease contract by a lessor who is a merchant regularly dealing in goods of the kind a warranty that the goods are delivered free of the rightful claim of any person by way of infringement or the like.
(c) A lessee who furnishes specifications to a lessor or a supplier shall hold the lessor and the supplier harmless against any claim by way of infringement or the like that arises out of compliance with the specifications.
2023 Wyoming Statutes › Title 34.1 - Uniform Commercial Code › Article 2.a - Leases › Part 2 - Formation and Construction of Lease Contract › Section 34.1-2.A-212 - Implied Warranty of Merchantability.

34.1-2.A-212. Implied warranty of merchantability.
(a) Except in a finance lease, a warranty that the goods will be merchantable is implied in a lease contract if the lessor is a merchant with respect to goods of that kind.
(b) Goods to be merchantable must be at least such as:
(i) Pass without objection in the trade under the description in the lease agreement;
(ii) In the case of fungible goods, are of fair average quality within the description;
(iii) Are fit for the ordinary purposes for which goods of that type are used;
(iv) Run, within the variation permitted by the lease agreement, of even kind, quality and quantity within each unit and among all units involved;
(v) Are adequately contained, packaged and labeled as the lease agreement may require; and
(vi) 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.
2023 Wyoming Statutes › Title 34.1 - Uniform Commercial Code › Article 2.a - Leases › Part 2 - Formation and Construction of Lease Contract › Section 34.1-2.A-213 - Implied Warranty of Fitness for Particular Purpose.

34.1-2.A-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.
2023 Wyoming Statutes › Title 34.1 - Uniform Commercial Code › Article 2.a - Leases › Part 2 - Formation and Construction of Lease Contract › Section 34.1-2.A-214 - Exclusion or Modification of Warranties.

34.1-2.A-214. Exclusion or modification of warranties.
(a) Words or conduct relevant to the creation of an express warranty and words or conduct tending to negate or limit a warranty must be construed wherever reasonable as consistent with each other; but, subject to the provisions of section 34.1-2.A-202 on parol or extrinsic evidence, negation or limitation is inoperative to the extent that the construction is unreasonable.
(b) Subject to subsection (c), to exclude or modify the implied warranty of merchantability or any part of it the language must mention "merchantability," be by a writing, and be conspicuous. Subject to subsection (c), to exclude or modify 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."
(c) Notwithstanding subsection (b), but subject to subsection (d):
(i) 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;
(ii) 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
(iii) An implied warranty may also be excluded or modified by course of dealing, course of performance, or usage of trade.
(d) To exclude or modify a warranty against interference or against infringement (section 34.1-2.A-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.
2023 Wyoming Statutes › Title 34.1 - Uniform Commercial Code › Article 2.a - Leases › Part 2 - Formation and Construction of Lease Contract › Section 34.1-2.A-215 - Cumulation and Conflict of Warranties Express or Implied.

34.1-2.A-215. Cumulation and conflict of warranties express or implied.
(a) 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:
(i) Exact or technical specifications displace an inconsistent sample or model or general language of description;
(ii) A sample from an existing bulk displaces inconsistent general language of description;
(iii) Express warranties displace inconsistent implied warranties other than an implied warranty of fitness for a particular purpose.
2023 Wyoming Statutes › Title 34.1 - Uniform Commercial Code › Article 2.a - Leases › Part 2 - Formation and Construction of Lease Contract › Section 34.1-2.A-216 - Third-Party Beneficiaries of Express and Implied Warranties.

34.1-2.A-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 person who may reasonably be expected to use, consume, or be affected by the goods and who is injured by breach of the warranty. The operation of this section may not be excluded, modified, or limited with respect to injury to the person of an individual to whom the warranty extends, 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 the beneficiary designated under this section.
2023 Wyoming Statutes › Title 34.1 - Uniform Commercial Code › Article 2.a - Leases › Part 2 - Formation and Construction of Lease Contract › Section 34.1-2.A-217 - Identification.

34.1-2.A-217. Identification.
(a) 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:
(i) When the lease contract is made if the lease contract is for a lease of goods that are existing and identified;
(ii) 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
(iii) When the young are conceived, if the lease contract is for a lease of unborn young of animals.
2023 Wyoming Statutes › Title 34.1 - Uniform Commercial Code › Article 2.a - Leases › Part 2 - Formation and Construction of Lease Contract › Section 34.1-2.A-218 - Insurance and Proceeds.

34.1-2.A-218. Insurance and proceeds.
(a) A lessee obtains an insurable interest when existing goods are identified to the lease contract even though the goods identified are nonconforming and the lessee has an option to reject them.
(b) If a lessee has an insurable interest only by reason of the lessor's identification of the goods, the lessor, until default or insolvency or notification to the lessee that identification is final, may substitute other goods for those identified.
(c) Notwithstanding a lessee's insurable interest under subsections (a) and (b), the lessor retains an insurable interest 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 (1) or more parties have an obligation to obtain and pay for insurance covering the goods and by agreement may determine the beneficiary of the proceeds of the insurance.
2023 Wyoming Statutes › Title 34.1 - Uniform Commercial Code › Article 2.a - Leases › Part 2 - Formation and Construction of Lease Contract › Section 34.1-2.A-219 - Risk of Loss.

34.1-2.A-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 (section 34.1-2.A-220), if risk of loss is to pass to the lessee and the time of passage is not stated, the following rules apply:
(i) 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.
(ii) 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;
(iii) In any case not within paragraph (i) or (ii), 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.