Nebraska Uniform Commercial Code 2A-102
- Uniform Commercial Code
This article applies to any transaction, regardless of form, that creates a lease.
- Laws 1991, LB 159, § 4.
Uniform Statutory Source: Section 9-109. Throughout this article, unless otherwise stated, references to "section" are to other sections of the code.
Changes: Substantially revised.
This article governs transactions as diverse as the lease of a hand tool to an individual for a few hours and the leveraged lease of a complex line of industrial equipment to a multinational organization for a number of years.
To achieve that end it was necessary to provide that this article applies to any transaction, regardless of form, that creates a lease. Since lease is defined as a transfer of an interest in goods (section 2A-103(1)(j)) and goods is defined to include fixtures (section 2A-103(1)(h)), application is limited to the extent the transaction relates to goods, including fixtures. Further, since the definition of lease does not include a sale (section 2-106(1)) or retention or creation of a security interest (section 1-201(37)), application is further limited; sales and security interests are governed by other articles of the code.
Finally, in recognition of the diversity of the transactions to be governed, the sophistication of many of the parties to these transactions, and the common-law tradition as it applies to the bailment for hire or lease, freedom of contract has been preserved. DeKoven, Proceedings After Default by the Lessee Under a True Lease of Equipment, in 1C P. Coogan, W. Hogan, D. Vagts, Secured Transactions Under the Uniform Commercial Code, section 29B.02(2) (1986). Thus, despite the extensive regulatory scheme established by this article, the parties to a lease will be able to create private rules to govern their transaction. Sections 2A-103(4) and 1-102(3). However, there are special rules in this article governing consumer leases, as well as other state and federal statutes, that may further limit freedom of contract with respect to consumer leases.
A court may apply this article by analogy to any transaction, regardless of form, that creates a lease of personal property other than goods, taking into account the expressed intentions of the parties to the transaction and any differences between a lease of goods and a lease of other property. Such application has precedent as the provisions of the Article on Sales (Article 2) have been applied by analogy to leases of goods. E.g., Hawkland, The Impact of the Uniform Commercial Code on Equipment Leasing, 1972 Ill. L.F. 446; Murray, Under the Spreading Analogy of Article 2 of the Uniform Commercial Code, 39 Fordham L. Rev. 447 (1971). Whether such application would be appropriate for other bailments of personal property, gratuitous or for hire, should be determined by the facts of each case. See Mieske v. Bartell Drug Co., 92 Wash. 2d 40, 46-48, 593 P.2d 1308, 1312 (1979).
Further, parties to a transaction creating a lease of personal property other than goods, or a bailment of personal property may provide by agreement that this article applies. Upholding the parties' choice is consistent with the spirit of this article.
Sections 1-102(3), 1-201(37), article 2, especially section 2-106(1), and sections 2A-103(1)(h), 2A-103(1)(j), and 2A-103(4).
Definitional Cross Reference:
"Lease". Section 2A-103(1)(j).