Nebraska Uniform Commercial Code 2A-511

UCC 2A-511


Merchant lessee's duties as to rightfully rejected goods.

(1) Subject to any security interest of a lessee (section 2A-508(5)), if a lessor or a supplier has no agent or place of business at the market of rejection, a merchant lessee, after rejection of goods in his or her possession or control, shall follow any reasonable instructions received from the lessor or the supplier with respect to the goods. In the absence of those instructions, a merchant lessee shall make reasonable efforts to sell, lease, or otherwise dispose of the goods for the lessor's account if they threaten to decline in value speedily. Instructions are not reasonable if on demand indemnity for expenses is not forthcoming.

(2) If a merchant lessee (subsection (1)) or any other lessee (section 2A-512) disposes of goods, he or she is entitled to reimbursement either from the lessor or the supplier or out of the proceeds for reasonable expenses of caring for and disposing of the goods and, if the expenses include no disposition commission, to such commission as is usual in the trade, or if there is none, to a reasonable sum not exceeding ten percent of the gross proceeds.

(3) In complying with this section or section 2A-512, the lessee is held only to good faith. Good faith conduct hereunder is neither acceptance or conversion nor the basis of an action for damages.

(4) A purchaser who purchases in good faith from a lessee pursuant to this section or section 2A-512 takes the goods free of any rights of the lessor and the supplier even though the lessee fails to comply with one or more of the requirements of this article.


  • Laws 1991, LB 159, § 61.



  • Uniform Statutory Source: Sections 2-603 and 2-706(5).

  • Changes: Revised to reflect leasing practices and terminology. This section, by its terms, applies to merchants as well as others. Thus, in construing the section it is important to note that under the code the term good faith is defined differently for merchants (section 2-103(1)(b)) than for others (section 1-201(19)). Section 2A-103(3) and (4).

  • Definitional Cross References:

  • "Action". Section 1-201(1).

  • "Good faith". Sections 1-201(19) and 2-103(1)(b).

  • "Goods". Section 2A-103(1)(h).

  • "Lease". Section 2A-103(1)(j).

  • "Lessee". Section 2A-103(1)(n).

  • "Lessor". Section 2A-103(1)(p).

  • "Merchant lessee". Section 2A-103(1)(t).

  • "Purchaser". Section 1-201(33).

  • "Rights". Section 1-201(36).

  • "Security interest". Section 1-201(37).

  • "Supplier". Section 2A-103(1)(x).

  • "Value". Section 1-201(44).