N.Y. Uniform Commercial Code 2-A-211 – Warranties Against Interference and Against Infringement; Lessee's Obligation Against Infringement
Section 2-A-211. Warranties Against Interference and Against
Terms Used In N.Y. Uniform Commercial Code 2-A-211
- 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 - Goods: means all things that are movable at the time of
identification to the lease contract, or are fixtures
(Section 2-A-309), but the term does not include money,
documents, instruments, accounts, chattel paper, general
intangibles, or minerals or the like, including oil and gas,
before extraction. 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
- 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 contract: means the total legal obligation that
results from the lease agreement as affected by this Article
and any other applicable rules of law. See N.Y. Uniform Commercial Code 2-A-103 - Leasehold interest: means the interest of the lessor or the
lessee under a lease contract. See N.Y. Uniform Commercial Code 2-A-103 - 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 - Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
- 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
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.