47-2A511. Merchant lessee's duties as to
rightfully rejected goods
A. Subject to any security interest of a lessee (section 47-2A508, subsection E),
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 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.
B. If a merchant lessee (subsection A of this section) or any other lessee (section
47-2A512) disposes of goods, he 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 per
cent of the gross proceeds.
C. In complying with this section or section 47-2A512, 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.
D. A purchaser who purchases in good faith from a lessee pursuant to this section
or section 47-2A512 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
chapter.
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