47-2A303. Alienability of party's interest
under lease contract or of lessor's residual interest in goods;
delegation of performance; transfer of rights
A. As used in this section, "creation of a security interest" includes the sale of
a lease contract that is subject to chapter 9 of this title, secured transactions, by
reason of section 47-9109, subsection A, paragraph 3.
B. Except as provided in subsection C of this section and section 47-9407, a
provision in a lease agreement which prohibits the voluntary or involuntary transfer,
including a transfer by sale, sublease, creation or enforcement of a security interest,
or attachment, levy or other judicial process, of an interest of a party under the lease
contract or of the lessor's residual interest in the goods, or makes such a transfer an
event of default, gives rise to the rights and remedies provided in subsection D of this
section, but a transfer that is prohibited or is an event of default under the lease
agreement is otherwise effective.
C. A provision in a lease agreement which prohibits a transfer of a right to
damages for default with respect to the whole lease contract or of a right to payment
arising out of the transferor's due performance of the transferor's entire obligation, or
makes such a transfer an event of default, is not enforceable, and such a transfer is not
a transfer that materially impairs the prospect of obtaining return performance by,
materially changes the duty of or materially increases the burden or risk imposed on, the
other party to the lease contract within the purview of subsection D of this section.
D. Subject to subsection C of this section and section 47-9407:
1. If a transfer is made which is made an event of default under a lease agreement,
the party to the lease contract not making the transfer, unless that party waives the
default or otherwise agrees, has the rights and remedies described in section 47-2A501,
subsection B;
2. If paragraph 1 of this subsection is not applicable and if a transfer is made
that is prohibited under a lease agreement or materially impairs the prospect of
obtaining return performance by, materially changes the duty of or materially increases
the burden or risk imposed on, the other party to the lease contract, unless the party
not making the transfer agrees at any time to the transfer in the lease contract or
otherwise, then, except as limited by contract, the transferor is liable to the party not
making the transfer for damages caused by the transfer to the extent that the damages
could not reasonably be prevented by the party not making the transfer and a court having
jurisdiction may grant other appropriate relief, including cancellation of the lease
contract or an injunction against the transfer.
E. A transfer of "the lease" or of "all my rights under the lease", or a transfer
in similar general terms, is a transfer of rights and, unless the language or the
circumstances, as in a transfer for security, indicate the contrary, the transfer is a
delegation of duties by the transferor to the transferee. Acceptance by the transferee
constitutes a promise by the transferee to perform those duties. The promise is
enforceable by either the transferor or the other party to the lease contract.
F. Unless otherwise agreed by the lessor and the lessee, a delegation of
performance does not relieve the transferor as against the other party of any duty to
perform or of any liability for default.
G. In a consumer lease, to prohibit the transfer of an interest of a party under
the lease contract or to make a transfer an event of default, the language must be
specific, by a writing, and conspicuous.
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