Chapter 411

411.513(1) (1) If any tender or delivery by the lessor or the supplier is rejected because the tender or delivery is nonconforming and the time for performance has not yet expired, the lessor or the supplier may seasonably notify the lessee of the lessor’s or the supplier’s intention to cure and may then make a conforming delivery within the time provided in the lease contract.

411.513(2) (2) If the lessee rejects a nonconforming tender that the lessor or the supplier had reasonable grounds to believe would be acceptable with or without money allowance, the lessor or the supplier may have a further reasonable time to substitute a conforming tender if he or she seasonably notifies the lessee.

411.513 History History: 1991 a. 148.

411.514 411.514 Waiver of lessee’s objections.

411.514(1) (1) In rejecting goods, a lessee’s failure to state a particular defect that is ascertainable by reasonable inspection precludes the lessee from relying on the defect to justify rejection or to establish default if any of the following circumstances exists:

411.514(1)(a) (a) The lessor or the supplier could have cured the defect if the defect had been seasonably stated.

411.514(1)(b) (b) Between merchants, the lessor or the supplier, after rejection, made a request in writing for a full and final written statement of all defects on which the lessee proposes to rely.

411.514(2) (2) A lessee’s failure to reserve rights when paying rent or other consideration against documents precludes recovery of the payment for defects apparent in the documents.

411.514 History History: 1991 a. 148; 2009 a. 322.

411.515 411.515 Acceptance of goods.

411.515(1) (1) Acceptance of goods occurs after the lessee has a reasonable opportunity to inspect the goods and any of the following occurs:

411.515(1)(a) (a) The lessee signifies or acts with respect to the goods in a manner that signifies to the lessor or the supplier that the goods are conforming or that the lessee will take or retain them in spite of their nonconformity.

411.515(1)(b) (b) The lessee fails to make an effective rejection of the goods.

411.515(2) (2) Acceptance of a part of any commercial unit is acceptance of that entire unit.

411.515 History History: 1991 a. 148.

411.516 411.516 Effect of acceptance of goods; notice of default; burden of establishing default after acceptance; notice of claim or litigation to person answerable over.

411.516(1) (1) A lessee shall pay rent for any goods accepted in accordance with the lease contract, with due allowance for goods rightfully rejected or not delivered.

411.516(2) (2) A lessee’s acceptance of goods precludes rejection of the goods accepted. In the case of a finance lease, if made with knowledge of a nonconformity, acceptance may not be revoked because of it. In any other case, if made with knowledge of a nonconformity, acceptance may not be revoked because of it unless the acceptance was on the reasonable assumption that the nonconformity would be seasonably cured. Acceptance does not of itself impair any other remedy provided by this chapter or the lease agreement for nonconformity.

411.516(3) (3) If a tender has been accepted all of the following apply:

411.516(3)(a) (a) Within a reasonable time after the lessee discovers or should have discovered any default, the lessee shall notify the lessor and the supplier, if any, or be barred from any remedy against the party not notified.

411.516(3)(b) (b) Except in the case of a consumer lease, within a reasonable time after the lessee receives notice of litigation for infringement or the like the lessee shall notify the lessor or be barred from any remedy over for liability established by the litigation.

411.516(3)(c) (c) The burden is on the lessee to establish any default.

411.516(4) (4) If a lessee is sued for breach of a warranty or other obligation for which a lessor or a supplier is answerable over, all of the following apply:

411.516(4)(a) (a) The lessee may give the lessor or the supplier, or both, written notice of the litigation. If the notice states that the person notified may come in and defend and that if the person notified does not do so that person will be bound in any action against that person by the lessee by any determination of fact common to the 2 litigations, then, unless the person notified after seasonable receipt of the notice does come in and defend, that person is so bound.

411.516(4)(b) (b) The lessor or the supplier may demand in writing that the lessee turn over control of the litigation including settlement if the claim is one for infringement or the like or else be barred from any remedy over. If the demand states that the lessor or the supplier agrees to bear all expense and to satisfy any adverse judgment, then, unless the lessee after seasonable receipt of the demand does turn over control, the lessee is so barred.

411.516(5) (5) Subsections (3) and (4) apply to any obligation of a lessee to hold the lessor or the supplier harmless against infringement or the like.

411.516 History History: 1991 a. 148.

411.517 411.517 Revocation of acceptance of goods.

411.517(1) (1) A lessee may revoke acceptance of a lot or commercial unit the nonconformity of which substantially impairs its value to the lessee if any of the following occurs:

411.517(1)(a) (a) Except in the case of a finance lease, the lessee accepted the lot or commercial unit on the reasonable assumption that its nonconformity would be cured and it has not been seasonably cured.

411.517(1)(b) (b) The lessee accepted the lot or commercial unit without discovery of the nonconformity if the lessee’s acceptance was reasonably induced either by the lessor’s assurances or, except in the case of a finance lease, by the difficulty of discovery before acceptance.

411.517(2) (2) Except in the case of a finance lease that is not a consumer lease, a lessee may revoke acceptance of a lot or commercial unit if the lessor defaults under the lease contract and the default substantially impairs the value of that lot or commercial unit to the lessee.

411.517(3) (3) If the lease agreement so provides, the lessee may revoke acceptance of a lot or commercial unit because of other defaults by the lessor.

411.517(4) (4) Revocation of acceptance shall occur within a reasonable time after the lessee discovers or should have discovered the ground for it and before any substantial change in the condition of the goods that is not caused by the nonconformity. Revocation is not effective until the lessee notifies the lessor.

411.517(5) (5) A lessee who revokes under this section has the same rights and duties with regard to the goods involved as if the lessee had rejected them.

411.517 History History: 1991 a. 148.

411.518 411.518 Cover; substitute goods.

411.518(1) (1) After a default by a lessor under the lease contract of the type described in s. 411.508 (1), or, if agreed, after other default by the lessor, the lessee may cover by making any purchase or lease of or contract to purchase or lease goods in substitution for those due from the lessor.

411.518(2) (2) Except as otherwise provided with respect to damages liquidated in the lease agreement or otherwise determined pursuant to agreement of the parties, if a lessee’s cover is by a lease agreement substantially similar to the original lease agreement and the new lease agreement is made in good faith and in a commercially reasonable manner, the lessee may recover from the lessor as damages the present value, as of the date of the commencement of the term of the new lease agreement, of the rent under the new lease agreement applicable to that period of the new lease term which is comparable to the then remaining term of the original lease agreement minus the present value as of the same date of the total rent for the then remaining lease term of the original lease agreement and any incidental or consequential damages, less expenses saved in consequence of the lessor’s default.

411.518(3) (3) If a lessee’s cover is by lease agreement that for any reason does not qualify under sub. (2), or is by purchase or otherwise, the lessee may recover from the lessor as if the lessee had elected not to cover and s. 411.519 governs.

411.518 History History: 1991 a. 148.

411.519 411.519 Lessee’s damages for nondelivery, repudiation, default and breach of warranty in regard to accepted goods.

411.519(1) (1) Except as otherwise provided with respect to damages liquidated in the lease agreement or otherwise determined pursuant to agreement of the parties, if a lessee elects not to cover or a lessee elects to cover and the cover is by lease agreement that does not qualify under s. 411.518 (2), or is by purchase or otherwise, the measure of damages for nondelivery or repudiation by the lessor or for rejection or revocation of acceptance by the lessee is the present value, as of the date of the default, of the then market rent minus the present value as of the same date of the original rent, computed for the remaining lease term of the original lease agreement, together with incidental and consequential damages, less expenses saved in consequence of the lessor’s default.

411.519(2) (2) Market rent is determined as of the place for tender or, in cases of rejection after arrival or revocation of acceptance, as of the place of arrival.

411.519(3) (3) Except as otherwise agreed, if the lessee has accepted goods and given notification, the measure of damages for nonconforming tender or delivery or other default by a lessor is the loss resulting in the ordinary course of events from the lessor’s default as determined in any manner that is reasonable together with incidental and consequential damages, less expenses saved in consequence of the lessor’s default.

411.519(4) (4) Except as otherwise agreed, the measure of damages for breach of warranty is the present value at the time and place of acceptance of the difference between the value of the use of the goods accepted and the value if they had been as warranted for the lease term, unless special circumstances show proximate damages of a different amount, together with incidental and consequential damages, less expenses saved in consequence of the lessor’s default or breach of warranty.

411.519 History History: 1991 a. 148.

411.520 411.520 Lessee’s incidental and consequential damages.

411.520(1) (1) Incidental damages resulting from a lessor’s default include expenses reasonably incurred in inspection, receipt, transportation and care and custody of goods rightfully rejected or goods the acceptance of which is justifiably revoked, any commercially reasonable charges, expenses or commissions in connection with effecting cover, and any other reasonable expense incident to the default.

411.520(2) (2) Consequential damages resulting from a lessor’s default include all of the following:

411.520(2)(a) (a) Any loss resulting from general or particular requirements and needs of which the lessor at the time of contracting had reason to know and that could not reasonably be prevented by cover or otherwise.

411.520(2)(b) (b) Injury to person or property proximately resulting from any breach of warranty.

411.520 History History: 1991 a. 148.

411.521 411.521 Lessee’s right to specific performance or replevin.

411.521(1) (1) Specific performance may be decreed if the goods are unique or may be decreed in other proper circumstances.

411.521(2) (2) A decree for specific performance may include any terms and conditions as to payment of the rent, damages or other relief that the court considers just.

411.521(3) (3) A lessee has a right of replevin, claim and delivery, or the like for goods identified to the lease contract if after reasonable effort the lessee is unable to effect cover for those goods or the circumstances reasonably indicate that the effort will be unavailing.

411.521 History History: 1991 a. 148.

411.522 411.522 Lessee’s right to goods on lessor’s insolvency.

411.522(1) (1) Subject to sub. (2) and even though the goods have not been shipped, a lessee who has paid a part or all of the rent and security for goods identified to a lease contract on making and keeping good a tender of any unpaid portion of the rent and security due under the lease contract may recover the goods identified from the lessor if the lessor becomes insolvent within 10 days after receipt of the first installment of rent and security.

411.522(2) (2) A lessee acquires the right to recover goods identified to a lease contract only if they conform to the lease contract.

411.522 History History: 1991 a. 148.

411.523 411.523 Lessor’s remedies.

411.523(1) (1) If a lessee wrongfully rejects or revokes acceptance of goods or fails to make a payment when due or repudiates with respect to a part or the whole, then, with respect to any goods involved, and with respect to all of the goods if under an installment lease contract the value of the whole lease contract is substantially impaired, the lessee is in default under the lease contract and the lessor may do any of the following:

411.523(1)(a) (a) Cancel the lease contract.

411.523(1)(b) (b) Proceed respecting goods not identified to the lease contract.

411.523(1)(c) (c) Withhold delivery of the goods and take possession of goods previously delivered.

411.523(1)(d) (d) Stop delivery of the goods by any bailee.

411.523(1)(e) (e) Dispose of the goods and recover damages, or retain the goods and recover damages, or in a proper case recover rent.

411.523(1)(f) (f) Exercise any other rights or pursue any other remedies provided in the lease contract.

411.523(2) (2) If a lessor does not fully exercise a right or obtain a remedy to which the lessor is entitled under sub. (1), the lessor may recover the loss resulting in the ordinary course of events from the lessee’s default as determined in any reasonable manner, together with incidental damages, less expenses saved in consequence of the lessee’s default.

411.523(3) (3) If a lessee is otherwise in default under a lease contract, the lessor may exercise the rights and pursue the remedies provided in the lease contract, which may include a right to cancel the lease. In addition, unless otherwise provided in the lease contract the lessor may do any of the following:

411.523(3)(a) (a) If the default substantially impairs the value of the lease contract to the lessor, exercise the rights and pursue the remedies provided in sub. (1) or (2).

411.523(3)(b) (b) If the default does not substantially impair the value of the lease contract to the lessor, recover as provided in sub. (2).

411.523 History History: 1991 a. 148.

411.524 411.524 Lessor’s right to identify goods to lease contract.

411.524(1) (1) After default by the lessee under the lease contract of the type described in s. 411.523 (1) or (3) (a) or, if agreed, after other default by the lessee, the lessor may do any of the following:

411.524(1)(a) (a) Identify to the lease contract conforming goods not already identified if, when the lessor learned of the default, they were in the lessor’s or the supplier’s possession or control.

411.524(1)(b) (b) Dispose of goods that demonstrably have been intended for the particular lease contract even though those goods are unfinished.

411.524(2) (2) If the goods are unfinished, in the exercise of reasonable commercial judgment for the purposes of avoiding loss and of effective realization, an aggrieved lessor or the supplier may complete manufacture and wholly identify the goods to the lease contract, cease manufacture and lease, sell or otherwise dispose of the goods for scrap or salvage value or proceed in any other reasonable manner.

411.524 History History: 1991 a. 148.

411.525 411.525 Lessor’s right to possession of goods.

411.525(1) (1) If a lessor discovers that the lessee is insolvent, the lessor may refuse to deliver the goods.

411.525(2) (2) After a default by the lessee under the lease contract of the type described in s. 411.523 (1) or (3) (a) or, if agreed, after other default by the lessee, the lessor has the right to take possession of the goods. If the lease contract so provides, the lessor may require the lessee to assemble the goods and make them available to the lessor at a place designated by the lessor that is reasonably convenient to both parties. Without removal, the lessor may render unusable any goods employed in trade or business, and may dispose of goods on the lessee’s premises.

411.525(3) (3) The lessor may proceed under sub. (2) without judicial process if it can be done without breach of the peace or the lessor may proceed by action.

411.525 History History: 1991 a. 148.

411.526 411.526 Lessor’s stoppage of delivery in transit or otherwise.

411.526(1) (1) A lessor may stop delivery of goods in the possession of a carrier or other bailee if the lessor discovers that the lessee is insolvent and may stop delivery of carload, truckload, planeload or larger shipments of express or freight if the lessee repudiates or fails to make a payment due before delivery, whether for rent, security or otherwise under the lease contract, or for any other reason the lessor has a right to withhold or take possession of the goods.

411.526(2) (2) In pursuing its remedies under sub. (1), the lessor may stop delivery until any of the following occurs: