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1.2.3 UCC Article 2A

Every state except Louisiana has enacted UCC Article 2A, governing the relationship of lessor to lessee. Article 2A warranty provisions generally parallel those of Article 2, although Article 2A creates different warranty rights depending on whether the lessor helps the consumer select the goods or whether the lessor is unconnected to the sale.

For the most part, Article 2A specifies the warranty obligation of the lessor to the lessee, not the obligation of the manufacturer or dealer to the lessee. The consumer lessee’s warranty rights against the manufacturer, dealer, and certain other parties will often still be governed by Article 2. The lessee’s warranty rights against the manufacturer or dealer derive from the lessor, whose warranty rights in turn are based on a sale of the leased goods to the lessor, thus implicating Article 2. Article 2A warranty law is analyzed in Chapter 21, infra, and selected UCC provisions and official comments are reprinted in Appendix E, infra.

In 2003, after a lengthy and controversial process, the Uniform Law Commission (formerly the National Conference of Commissioners on Uniform State Laws or NCCUSL) and the American Law Institute (ALI) approved amendments to UCC Article 2A for consideration by the states.22 No state legislature ever enacted the revisions, and the Uniform Law Commission withdrew them in 2011.23


  • 22 {22} A draft of the Article 2A revisions is available on the Uniform Law Commission’s website, A summary of revised Article 2A may be found in William H. Henning & Fred H. Miller, The State of the Uniform Commercial Code—2003, 51 U.C.C. Bull. No. 3 (Dec. 2003), 51 U.C.C. Bull. No. 4 (Jan. 2004).

  • 23 {23} See Unif. Law Comm’n, Unif. Commercial Code, (history of the drafting of the various U.C.C. articles).