N.Y. Uniform Commercial Code Law Section 2-A-504
Liquidation of Damages

Section 2-A-504. Liquidation of Damages.

(1)

Damages payable by either party for default, or any other act or omission, including indemnity for loss or diminution of anticipated tax benefits or loss or damage to lessor’s residual interest, may be liquidated in the lease agreement but only at an amount or by a formula that is reasonable in light of the then anticipated harm caused by the default or other act or omission.

(2)

If the lease agreement provides for liquidation of damages, and such provision does not comply with subsection (1), or such provision is an exclusive or limited remedy that circumstances cause to fail of its essential purpose, remedy may be had as provided in this Article.

(3)

If the lessor justifiably withholds or stops delivery of goods because of the lessee’s default or insolvency (Section 2-A-525 or 2-A-526), the lessee is entitled to restitution of any amount by which the sum of his or her payment exceeds:

(a)

the amount to which the lessor is entitled by virtue of terms liquidating the lessor’s damages in accordance with subsection (1); or

(b)

in the absence of those terms, 20 percent of the then present value of the total rent the lessee was obligated to pay for the balance of the lease term, or, in the case of a consumer lease, the lesser of such amount or $500.

(4)

A lessee’s right to restitution under subsection (3) is subject to offset to the extent the lessor establishes:

(a)

a right to recover damages under the provisions of this Article other than subsection (1); and

(b)

the amount or value of any benefits received by the lessee directly or indirectly by reason of the lease contract.

Source: Section 2-A-504 — Liquidation of Damages, https://www.­nysenate.­gov/legislation/laws/UCC/2-A-504 (updated Sep. 22, 2014; accessed May 4, 2024).

2‑A‑501
Default: Procedure 2‑A‑502
Notice After Default 2‑A‑503
Modification or Impairment of Rights and Remedies 2‑A‑504
Liquidation of Damages 2‑A‑505
Cancellation and Termination and Effect of Cancellation, Termination, Rescission, or Fraud on Rights and Remedies 2‑A‑506
Statute of Limitations 2‑A‑507
Proof of Market Rent: Time and Place 2‑A‑508
Lessee’s Remedies 2‑A‑509
Lessee’s Rights on Improper Delivery: Rightful Rejection 2‑A‑510
Installment Lease Contracts: Rejection and Default 2‑A‑511
Merchant Lessee’s Duties as to Rightfully Rejected Goods 2‑A‑512
Lessee’s Duties as to Rightfully Rejected Goods 2‑A‑513
Cure by Lessor of Improper Tender or Delivery 2‑A‑514
Waiver of Lessee’s Objections 2‑A‑515
Acceptance of Goods 2‑A‑516
Effect of Acceptance of Goods 2‑A‑517
Revocation of Acceptance of Goods 2‑A‑518
Cover 2‑A‑519
Lessee’s Damages for Non-delivery, Repudiation, Default, and Breach of Warranty in Regard to Accepted Goods 2‑A‑520
Lessee’s Incidental and Consequential Damages 2‑A‑521
Lessee’s Right to Specific Performance or Replevin 2‑A‑522
Lessee’s Right to Goods on Lessor’s Insolvency 2‑A‑523
Lessor’s Remedies 2‑A‑524
Lessor’s Right to Identify Goods to Lease Contract 2‑A‑525
Lessor’s Right to Possession of Goods 2‑A‑526
Lessor’s Stoppage of Delivery in Transit or Otherwise 2‑A‑527
Lessor’s Rights to Dispose of Goods 2‑A‑528
Lessor’s Damages for Non-acceptance, Failure to Pay, Repudiation, or Other Default 2‑A‑529
Lessor’s Action for the Rent 2‑A‑530
Lessor’s Incidental Damages 2‑A‑531
Standing to Sue Third Parties for Injury to Goods 2‑A‑532
Lessor’s Rights to Residual Interest
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Accessed:
May 4, 2024

Last modified:
Sep. 22, 2014

§ 2-A-504’s source at nysenate​.gov

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