Section 2A–504. (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 2A–525 or 2A–526), the lessee is entitled to restitution of any amount by which the sum of his 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, twenty 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 five hundred dollars.
(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.
Structure Massachusetts General Laws
Part I - Administration of the Government
Title XV - Regulation of Trade
Chapter 106 - Uniform Commercial Code
Section 2a-511 - Merchant Lessee's Duties as to Rightfully Rejected Goods
Section 2a-512 - Lessee's Duties as to Rightfully Rejected Goods
Section 2a-504 - Liquidation of Damages
Section 2a-514 - Waiver of Lessee's Objections
Section 2a-510 - Installment Lease Contracts: Rejection and Default
Section 2a-513 - Cure by Lessor of Improper Tender or Delivery; Replacement
Section 2a-509 - Lessee's Rights on Improper Delivery; Rightful Rejection
Section 2a-105 - Territorial Application of Article to Goods Covered by Certificate of Title
Section 2a-507 - Proof of Market Rent: Time and Place
Section 2a-103 - Definitions and Index of Definitions
Section 2a-104 - Leases Subject to Other Law
Section 2a-515 - Acceptance of Goods
Section 2a-508 - Lessee's Remedies
Section 2a-523 - Lessor's Remedies
Section 2a-518 - Cover; Substitute Goods
Section 2a-532 - Lessor's Rights to Residual Interest
Section 2a-531 - Standing to Sue Third Parties for Injury to Goods
Section 2a-530 - Lessor's Incidental Damages
Section 2a-529 - Lessor's Action for the Rent
Section 2a-528 - Lessor's Damages for Nonacceptance, Failure to Pay, Repudiation, or Other Default
Section 2a-527 - Lessor's Rights to Dispose of Goods
Section 2a-517 - Revocation of Acceptance of Goods
Section 2a-526 - Lessor's Stoppage of Delivery in Transit or Otherwise
Section 2a-524 - Lessor's Right to Identify Goods to Lease Contract
Section 2a-522 - Lessee's Right to Goods on Lessor's Insolvency
Section 2a-521 - Lessee's Right to Specific Performance or Replevin
Section 2a-520 - Lessee's Incidental and Consequential Damages
Section 2a-525 - Lessor's Right to Possession of Goods
Section 2a-107 - Waiver or Renunciation of Claim or Right After Default
Section 2a-109 - Option to Accelerate at Will
Section 2a-304 - Subsequent Lease of Goods by Lessor
Section 2a-305 - Sale or Sublease of Goods by Lessee
Section 2a-306 - Priority of Certain Liens Arising by Operation of Law
Section 2a-308 - Special Rights of Creditors
Section 2a-309 - Lessor's and Lessee's Rights When Goods Become Fixtures
Section 2a-310 - Lessor's and Lessee's Rights When Goods Become Accessions.
Section 2a-311 - Priority Subject to Subordination
Section 2a-401 - Insecurity: Adequate Assurance of Performance
Section 2a-402 - Anticipatory Repudiation
Section 2a-403 - Retraction of Anticipatory Repudiation
Section 2a-404 - Substituted Performance
Section 2a-405 - Excused Performance
Section 2a-406 - Procedure on Excused Performance
Section 2a-407 - Irrevocable Promises: Finance Leases
Section 2a-501 - Default: Procedure
Section 2a-502 - Notice After Default
Section 2a-503 - Modification or Impairment of Rights and Remedies
Section 2a-302 - Title to and Possession of Goods
Section 2a-108 - Unconscionability
Section 2a-301 - Enforceability of Lease Contract
Section 2a-220 - Effect of Default on Risk of Loss
Section 2a-201 - Statute of Frauds
Section 2a-202 - Final Written Expression: Parol or Extrinsic Evidence
Section 2a-203 - Seals Inoperative
Section 2a-204 - Formation in General
Section 2a-206 - Offer and Acceptance in Formation of Lease Contract
Section 2a-208 - Modification, Rescission and Waiver
Section 2a-209 - Lessee Under Finance Lease as Beneficiary of Supply Contract
Section 2a-221 - Casualty to Identified Goods
Section 2a-210 - Express Warranties
Section 2a-212 - Implied Warranty of Merchantability
Section 2a-213 - Implied Warranty of Fitness for Particular Purpose
Section 2a-214 - Exclusion or Modification of Warranties
Section 2a-214a - Limitation on Exclusion or Modification of Warranties
Section 2a-215 - Cumulation and Conflict of Warranties Express or Implied
Section 2a-216 - Lack of Privity in Actions Against a Manufacturer, Supplier or Lessor of Goods
Section 2a-506 - Statute of Limitations