RCW 62A.2A-303
Alienability of party's interest under lease contract or of lessor's residual interest in goods; delegation of performance; transfer of rights.
(1) As used in this section, "creation of a security interest" includes the sale of a lease contract that is subject to Article 9A, Secured Transactions, by reason of RCW 62A.9A-109(a)(3).
(2) Except as provided in subsection (3) of this section and RCW 62A.9A-407, a provision in a lease agreement which (a) 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 (b) makes such a transfer an event of default, gives rise to the rights and remedies provided in subsection (4) of this section, but a transfer that is prohibited or is an event of default under the lease agreement is otherwise effective.
(3) A provision in a lease agreement which (a) 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 (b) 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 (4) of this section.
(4) Subject to subsection (3) of this section and RCW 62A.9A-407:
(a) 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 RCW 62A.2A-501(2);
(b) If subsection (4)(a) of this section is not applicable and if a transfer is made that (i) is prohibited under a lease agreement or (ii) 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, (A) 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 (B) a court having jurisdiction may grant other appropriate relief, including cancellation of the lease contract or an injunction against the transfer.
(5) 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.
(6) 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.
(7) 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.
[ 2001 c 32 § 10; 2000 c 250 § 9A-809; 1993 c 230 § 2A-303.]
NOTES:
Effective date—2001 c 32: See note following RCW 62A.9A-102.
Effective date—2000 c 250: See RCW 62A.9A-701.
Effective date—1993 c 230: See RCW 62A.11-110.
Structure Revised Code of Washington
Title 62A - Uniform Commercial Code
62A.2A-103 - Definitions and index of definitions.
62A.2A-104 - Leases subject to other law.
62A.2A-105 - Territorial application of article to goods covered by certificate of title.
62A.2A-107 - Waiver or renunciation of claim or right after default.
62A.2A-108 - Unconscionability.
62A.2A-201 - Statute of frauds.
62A.2A-202 - Final written expression: Parol or extrinsic evidence.
62A.2A-203 - Seals inoperative.
62A.2A-204 - Formation in general.
62A.2A-206 - Offer and acceptance in formation of lease contract.
62A.2A-208 - Modification, rescission, and waiver.
62A.2A-209 - Lessee under finance lease as beneficiary of supply contract.
62A.2A-210 - Express warranties.
62A.2A-212 - Implied warranty of merchantability.
62A.2A-213 - Implied warranty of fitness for particular purpose.
62A.2A-214 - Exclusion or modification of warranties.
62A.2A-215 - Cumulation and conflict of warranties express or implied.
62A.2A-216 - Third party beneficiaries of express and implied warranties.
62A.2A-218 - Insurance and proceeds.
62A.2A-220 - Effect of default on risk of loss.
62A.2A-221 - Casualty to identified goods.
62A.2A-301 - Enforceability of lease contract.
62A.2A-302 - Title to and possession of goods.
62A.2A-304 - Subsequent lease of goods by lessor.
62A.2A-305 - Sale or sublease of goods by lessee.
62A.2A-306 - Priority of certain liens arising by operation of law.
62A.2A-308 - Special rights of creditors.
62A.2A-309 - Lessor's and lessee's rights when goods become fixtures.
62A.2A-310 - Lessor's and lessee's rights when goods become accessions.
62A.2A-311 - Priority subject to subordination.
62A.2A-401 - Insecurity: Adequate assurance of performance.
62A.2A-402 - Anticipatory repudiation.
62A.2A-403 - Retraction of anticipatory repudiation.
62A.2A-404 - Substituted performance.
62A.2A-405 - Excused performance.
62A.2A-406 - Procedure on excused performance.
62A.2A-407 - Irrevocable promises: Finance leases.
62A.2A-501 - Default: Procedure.
62A.2A-502 - Notice after default.
62A.2A-503 - Modification or impairment of rights and remedies.
62A.2A-504 - Liquidation of damages.
62A.2A-506 - Statute of limitations.
62A.2A-507 - Proof of market rent: Time and place.
62A.2A-508 - Lessee's remedies.
62A.2A-509 - Lessee's rights on improper delivery; rightful rejection.
62A.2A-510 - Installment lease contracts: Rejection and default.
62A.2A-511 - Merchant lessee's duties as to rightfully rejected goods.
62A.2A-512 - Lessee's duties as to rightfully rejected goods.
62A.2A-513 - Cure by lessor of improper tender or delivery; replacement.
62A.2A-514 - Waiver of lessee's objections.
62A.2A-515 - Acceptance of goods.
62A.2A-517 - Revocation of acceptance of goods.
62A.2A-518 - Cover; substitute goods.
62A.2A-520 - Lessee's incidental and consequential damages.
62A.2A-521 - Lessee's right to specific performance or replevin.
62A.2A-522 - Lessee's right to goods on lessor's insolvency.
62A.2A-523 - Lessor's remedies.
62A.2A-524 - Lessor's right to identify goods to lease contract.
62A.2A-525 - Lessor's right to possession of goods.
62A.2A-526 - Lessor's stoppage of delivery in transit or otherwise.
62A.2A-527 - Lessor's rights to dispose of goods.
62A.2A-528 - Lessor's damages for nonacceptance, failure to pay, repudiation, or other default.
62A.2A-529 - Lessor's action for the rent.
62A.2A-530 - Lessor's incidental damages.
62A.2A-531 - Standing to sue third parties for injury to goods.