Chapter 411

411.103(1)(u) (u) “Present value” means the amount, as of a date certain, of one or more sums payable in the future, discounted to the date certain. The discount is determined by the interest rate specified by the parties if the rate was not manifestly unreasonable when the transaction was entered into; otherwise, the discount is determined by a commercially reasonable rate that takes into account the facts and circumstances of each case when the transaction was entered into.

411.103(1)(v) (v) “Purchase” includes taking by sale, lease, mortgage, security interest, pledge, gift or any other voluntary transaction creating an interest in goods.

411.103(1)(w) (w) “Sublease” means a lease of goods the right to possession and use of which was acquired by the lessor as a lessee under an existing lease.

411.103(1)(x) (x) “Supplier” means a person from whom a lessor buys or leases goods to be leased under a finance lease.

411.103(1)(y) (y) “Supply contract” means a contract under which a lessor buys or leases goods to be leased.

411.103(1)(z) (z) “Termination” occurs when either party pursuant to a power created by agreement or law puts an end to the lease contract otherwise than for default.

411.103(2) (2) Other definitions applying to this chapter and the sections in which they appear are:

411.103(2)(a) (a) “Accessions” — s. 411.310 (1).

411.103(2)(b) (b) “Construction mortgage” — s. 411.309 (1) (a).

411.103(2)(c) (c) “Encumbrance” — s. 411.309 (1) (b).

411.103(2)(d) (d) “Fixture filing” — s. 411.309 (1) (c).

411.103(2)(e) (e) “Fixtures” — s. 411.309 (1) (d).

411.103(2)(f) (f) “Purchase money lease” — s. 411.309 (1) (e).

411.103(3) (3) The following definitions in other chapters apply to this chapter:

411.103(3)(a) (a) “Account” — s. 409.102 (1) (ag).

411.103(3)(b) (b) “Between merchants” — s. 402.104 (1).

411.103(3)(c) (c) “Buyer” — s. 402.103 (1) (a).

411.103(3)(d) (d) “Chattel paper” — s. 409.102 (1) (cm).

411.103(3)(e) (e) “Consumer goods” — s. 409.102 (1) (fm).

411.103(3)(f) (f) “Document” — s. 409.102 (1) (hg).

411.103(3)(g) (g) “Entrusting” — s. 402.403 (3).

411.103(3)(h) (h) “General intangible” — s. 409.102 (1) (kg).

411.103(3)(i) (i) “Good faith” — s. 402.103 (1) (b).

411.103(3)(j) (j) “Instrument” — s. 409.102 (1) (Lm).

411.103(3)(k) (k) “Merchant” — s. 402.104 (3).

411.103(3)(L) (L) “Mortgage” — s. 409.102 (1) (nm).

411.103(3)(m) (m) “Pursuant to commitment” — s. 409.102 (1) (qs).

411.103(3)(n) (n) “Receipt” — s. 402.103 (1) (c).

411.103(3)(o) (o) “Sale” — s. 402.106 (6).

411.103(3)(p) (p) “Sale on approval” — s. 402.326 (1) (a).

411.103(3)(q) (q) “Sale or return” — s. 402.326 (1) (b).

411.103(3)(r) (r) “Seller” — s. 402.103 (1) (d).

411.103(4) (4) In addition, ch. 401 contains general definitions and principles of construction and interpretation applicable throughout this chapter.

411.103 History History: 1991 a. 148; 2001 a. 10; 2009 a. 322.

411.104 411.104 Leases subject to other law.

411.104(1) (1) A lease, although subject to this chapter, is also subject to any applicable:

411.104(1)(a) (a) Certificate of title statute of this state, including ss. 30.531, 101.9203 and 342.05.

411.104(1)(b) (b) Certificate of title statute of another jurisdiction.

411.104(1)(c) (c) Consumer protection statute of this state or final consumer protection decision of a court of this state existing on July 1, 1992.

411.104(2) (2) In case of conflict between this chapter, other than ss. 411.105, 411.304 (3) and 411.305 (3), and a statute or decision referred to in sub. (1), the statute or decision referred to in sub. (1) controls.

411.104(3) (3) Failure to comply with an applicable law has only the effect specified therein.

411.104 History History: 1991 a. 148; 1999 a. 9.

411.105 411.105 Territorial application of chapter to goods covered by certificate of title. Subject to ss. 411.304 (3) and 411.305 (3), with respect to goods covered by a certificate of title issued under a statute of this state or of another jurisdiction, compliance and the effect of compliance or noncompliance with a certificate of title statute are governed by the law, including the conflict of laws rules, of the jurisdiction issuing the certificate until the earlier of the surrender of the certificate, or 4 months after the goods are removed from that jurisdiction and thereafter until a new certificate of title is issued by another jurisdiction.

411.105 History History: 1991 a. 148.

411.106 411.106 Limitation on power of parties to consumer lease to choose applicable law and judicial forum.

411.106(1) (1) If the law chosen by the parties to a consumer lease is that of a jurisdiction other than a jurisdiction in which the lessee resides when the lease agreement becomes enforceable or within 30 days thereafter or in which the goods are to be used, the choice is not enforceable.

411.106(2) (2) If the judicial forum chosen by the parties to a consumer lease is a forum that would not otherwise have jurisdiction over the lessee, the choice is not enforceable.

411.106 History History: 1991 a. 148.

411.107 411.107 Waiver or renunciation of claim or right after default. Any claim or right arising out of an alleged default or breach of warranty may be discharged in whole or in part without consideration by a written waiver or renunciation signed and delivered by the aggrieved party.

411.107 History History: 1991 a. 148.

411.108 411.108 Unconscionability.

411.108(1) (1) If the court as a matter of law finds a lease contract or any clause of a lease contract to have been unconscionable when it was made, the court may refuse to enforce the lease contract, or it may enforce the remainder of the lease contract without the unconscionable clause, or it may so limit the application of any unconscionable clause as to avoid any unconscionable result.

411.108(2) (2) With respect to a consumer lease, if the court as a matter of law finds that a lease contract or any clause of a lease contract has been induced by unconscionable conduct or that unconscionable conduct has occurred in the collection of a claim arising from a lease contract, the court may grant appropriate relief.

411.108(3) (3) Before making a finding of unconscionability under sub. (1) or (2), the court, on its own motion or that of a party, shall afford the parties a reasonable opportunity to present evidence as to the setting, purpose and effect of the lease contract or the clause of the lease contract, or of the conduct.

411.108(4) (4) In an action in which the lessee claims unconscionability with respect to a consumer lease, all of the following apply:

411.108(4)(a) (a) If the court finds unconscionability under sub. (1) or (2), the court shall award reasonable attorney fees to the lessee, notwithstanding s. 814.04 (1).

411.108(4)(b) (b) If the court does not find unconscionability and the lessee claiming unconscionability brought or maintained an action that he or she knew to be groundless, the court shall award reasonable attorney fees, notwithstanding s. 814.04 (1), to the party against whom the claim is made.

411.108(4)(c) (c) In determining attorney fees, the amount of the recovery on behalf of the claimant under subs. (1) and (2) is not controlling.

411.108 History History: 1991 a. 148.

411.109 411.109 Option to accelerate at will.

411.109(1) (1) A term providing that one party or his or her successor in interest may accelerate payment or performance or require collateral or additional collateral “at will” or “when he or she considers himself or herself insecure” or in words of similar import means that he or she has power to do so only if he or she in good faith believes that the prospect of payment or performance is impaired.

411.109(2) (2) With respect to a consumer lease, the burden of establishing good faith under sub. (1) is on the party who exercised the power. With respect to a lease other than a consumer lease, the burden of establishing lack of good faith under sub. (1) is on the party against whom the power has been exercised.

411.109 History History: 1991 a. 148.

subch. II of ch. 411 SUBCHAPTER II

FORMATION AND CONSTRUCTION
OF LEASE CONTRACT

411.201 411.201 Statute of frauds.

411.201(1) (1) A lease contract is not enforceable by way of action or defense unless any of the following occurs:

411.201(1)(a) (a) The total payments to be made under the lease contract, excluding payments for options to renew or buy, are less than $1,000.

411.201(1)(b) (b) There is a writing, signed by the party against whom enforcement is sought or by that party’s authorized agent, sufficient to indicate that a lease contract has been made between the parties and to describe the goods leased and the lease term.

411.201(2) (2) Any description of leased goods or of the lease term is sufficient and satisfies sub. (1) (b), whether or not it is specific, if it reasonably identifies what is described.

411.201(3) (3) A writing is not insufficient because it omits or incorrectly states a term agreed upon, but the lease contract is not enforceable under sub. (1) (b) beyond the lease term and the quantity of goods shown in the writing.

411.201(4) (4) A lease contract that does not satisfy the requirements of sub. (1), but that is valid in other respects, is enforceable if any of the following occurs:

411.201(4)(a) (a) The goods are to be specially manufactured or obtained for the lessee and are not suitable for lease or sale to others in the ordinary course of the lessor’s business, and the lessor, before notice of repudiation is received and under circumstances that reasonably indicate that the goods are for the lessee, has made either a substantial beginning of their manufacture or commitments for their procurement.

411.201(4)(b) (b) The party against whom enforcement is sought admits in that party’s pleading, testimony or otherwise in court that a lease contract was made, except that the lease contract is not enforceable under this paragraph beyond the quantity of goods admitted.

411.201(4)(c) (c) Goods have been received and accepted by the lessee, except that the lease contract is not enforceable under this paragraph beyond the quantity of goods received and accepted.

411.201(5) (5) The lease term under a lease contract referred to in sub. (4) is one of the following:

411.201(5)(a) (a) If there is a writing signed by the party against whom enforcement is sought or by that party’s authorized agent specifying the lease term, the term so specified.

411.201(5)(b) (b) If par. (a) does not apply and the party against whom enforcement is sought admits in that party’s pleading, testimony, or otherwise in court a lease term, the term so admitted.

411.201(5)(c) (c) If par. (a) or (b) does not apply, a reasonable lease term.

411.201 History History: 1991 a. 148.

411.202 411.202 Final written expression: parol or extrinsic evidence. Terms with respect to which the confirmatory memoranda of the parties agree or that are otherwise set forth in a writing intended by the parties as a final expression of their agreement with respect to such terms as are included in the writing may not be contradicted by evidence of an earlier agreement or of a contemporaneous oral agreement but may be explained or supplemented by all of the following:

411.202(1) (1) Course of dealing or usage of trade or by course of performance.

411.202(2) (2) Evidence of consistent additional terms unless the court finds the writing to have been intended also as a complete and exclusive statement of the terms of the agreement.

411.202 History History: 1991 a. 148.

411.203 411.203 Seals inoperative. The affixing of a seal to a writing evidencing a lease contract or an offer to enter into a lease contract does not make the writing a sealed instrument and the law with respect to sealed instruments does not apply to the lease contract or offer.

411.203 History History: 1991 a. 148.

411.204 411.204 Formation in general.

411.204(1) (1) A lease contract may be made in any manner sufficient to show agreement, including conduct by both parties that recognizes the existence of a lease contract.

411.204(2) (2) An agreement sufficient to constitute a lease contract may be found although the moment of its making is undetermined.