Section 2-A-405. Excused Performance.

Terms Used In N.Y. Uniform Commercial Code 2-A-405

  • Contract: A legal written agreement that becomes binding when signed.
  • Finance lease: means a lease with respect to which: (i) the

    lessor does not select, manufacture, or supply the goods;

    (ii) the lessor acquires the goods or the right to possession

    and use of the goods in connection with the lease; and (iii)

    one of the following occurs: (A) the lessee receives a copy

    of the contract by which the lessor acquired the goods or the

    right to possession and use of the goods before signing the

    lease contract; (B) the lessee's approval of the contract by

    which the lessor acquired the goods or the right to

    possession and use of the goods is a condition to

    effectiveness of the lease contract; (C) the lessee, before

    signing the lease contract, receives an accurate and complete

    statement designating the promises and warranties, and any

    disclaimers of warranties, limitations or modifications of

    remedies, or liquidated damages, including those of any third

    party, such as the manufacturer of the goods, provided to the

    lessor by the person supplying the goods in connection with

    or as part of the contract by which the lessor acquired the

    goods or the right to possession and use of the goods; or (D)

    if the lease is not a consumer lease, the lessor, before the

    lessee signs the lease contract, informs the lessee in

    writing (a) of the identity of the person supplying the goods

    to the lessor, unless the lessee has selected that person and

    directed the lessor to acquire the goods or the right to

    possession and use of the goods from that person, (b) that

    the lessee is entitled under this Article to the promises and

    warranties, including those of any third party, provided to

    the lessor by the person supplying the goods in connection

    with or as part of the contract by which the lessor acquired

    the goods or the right to possession and use of the goods,

    and (c) that the lessee may communicate with the person

    supplying the goods to the lessor and receive an accurate and

    complete statement of those promises and warranties,

    including any disclaimers and limitations of them or of

    remedies. See N.Y. Uniform Commercial Code 2-A-103
  • Lease: means a transfer of the right to possession and use

    of goods for a term in return for consideration, but a sale,

    including a sale on approval or a sale or return, or

    retention or creation of a security interest is not a lease. See N.Y. Uniform Commercial Code 2-A-103
  • Lease: A contract transferring the use of property or occupancy of land, space, structures, or equipment in consideration of a payment (e.g., rent). Source: OCC
  • Lessee: means a person who acquires the right to possession

    and use of goods under a lease. See N.Y. Uniform Commercial Code 2-A-103
  • Lessor: means a person who transfers the right to possession

    and use of goods under a lease. See N.Y. Uniform Commercial Code 2-A-103
  • Supplier: means a person from whom a lessor buys or leases

    goods to be leased under a finance lease. See N.Y. Uniform Commercial Code 2-A-103

(1) Subject to Section 2-A-404 on substituted performance, the following rules apply:

(a) delay in delivery or nondelivery in whole or in part by a

lessor or a supplier who complies with paragraph (b) and

subsection (2) is not a default under the lease contract if

performance as agreed has been made impracticable by the

occurrence of a contingency the nonoccurrence of which was a

basic assumption on which the lease contract was made or by

compliance in good faith with any applicable foreign or

domestic governmental regulation or order, whether or not the

regulation or order later proves to be invalid.

(b) if the causes mentioned in paragraph (a) affect only part of

the lessor's or the supplier's capacity to perform, he or she

shall allocate production and deliveries among his or her

customers but at his or her option may include regular

customers not then under contract for sale or lease as well

as his or her own requirements for further manufacture. He or

she may so allocate in any manner that is fair and

reasonable.

(2) The lessor seasonably shall notify the lessee and in the case of a finance lease the supplier seasonably shall notify the lessor and the lessee, if known, that there will be delay or nondelivery and, if allocation is required under subsection (1) (b), of the estimated quota thus made available for the lessee.