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.
411.204(3)
(3) Although one or more terms are left open, a lease contract does not fail for indefiniteness if the parties intended to make a lease contract and there is a reasonably certain basis for giving an appropriate remedy.
411.204 History
History: 1991 a. 148.
411.205
411.205
Firm offers. An offer by a merchant to lease goods to or from another person in a signed writing that by its terms gives assurance that it will be held open is not revocable, for lack of consideration, during the time stated or, if no time is stated, for a reasonable time, but in no event may the period of irrevocability exceed 3 months. A term of assurance on a form supplied by the offeree shall be signed separately by the offeror.
411.205 History
History: 1991 a. 148.
411.206
411.206
Offer and acceptance in formation of lease contract. 411.206(1)(1) Unless otherwise unambiguously indicated by the language or circumstances, an offer to make a lease contract must be construed as inviting acceptance in any manner and by any medium reasonable in the circumstances.
411.206(2)
(2) If the beginning of a requested performance is a reasonable mode of acceptance, an offeror who is not notified of acceptance within a reasonable time may treat the offer as having lapsed before acceptance.
411.206 History
History: 1991 a. 148.
411.207
411.207
Course of performance or practical construction. 411.207(1)(1) If a lease contract involves repeated occasions for performance by either party with knowledge of the nature of the performance and opportunity for objection to it by the other, any course of performance accepted or acquiesced in without objection is relevant to determine the meaning of the lease agreement.
411.207(2)
(2) The express terms of a lease agreement and any course of performance, as well as any course of dealing and usage of trade, shall be construed whenever reasonable as consistent with each other; but if that construction is unreasonable, express terms control course of performance, course of performance controls both course of dealing and usage of trade, and course of dealing controls usage of trade.
411.207(3)
(3) Subject to the provisions of
s. 411.208 on modification and waiver, course of performance is relevant to show a waiver or modification of any term that is inconsistent with the course of performance.
411.207 History
History: 1991 a. 148.
411.208
411.208
Modification, rescission and waiver. 411.208(1)
(1) An agreement modifying a lease contract needs no consideration to be binding.
411.208(2)
(2) A signed lease agreement that excludes modification or rescission except by a signed writing may not be otherwise modified or rescinded, but, except as between merchants, such a requirement on a form supplied by a merchant must be signed separately by the other party.
411.208(3)
(3) Although an attempt at modification or rescission does not satisfy the requirements of
sub. (2), it may operate as a waiver.
411.208(4)
(4) A party who has made a waiver affecting an executory portion of a lease contract may retract the waiver by reasonable notification received by the other party that strict performance shall be required of any term waived, unless the retraction would be unjust in view of a material change of position in reliance on the waiver.
411.208 History
History: 1991 a. 148.
411.209
411.209
Lessee under finance lease as beneficiary of supply contract. 411.209(1)(1) The benefit of a supplier's promises to the lessor under the supply contract and of all warranties, whether express or implied, including those of a 3rd party provided in connection with or as part of the supply contract, extends to the lessee to the extent of the lessee's leasehold interest under a finance lease related to the supply contract, but is subject to the terms of the warranty and of the supply contract and all defenses or claims arising therefrom.
411.209(2)
(2) The extension of the benefit of a supplier's promises and of warranties to the lessee does not modify the rights and obligations of the parties to the supply contract, whether arising therefrom or otherwise, or impose any duty or liability under the supply contract on the lessee.
411.209(3)
(3) A modification or rescission of the supply contract by the supplier and the lessor is effective between the supplier and the lessee unless, before the modification or rescission, the supplier receives notice that the lessee has entered into a finance lease related to the supply contract. If the modification or rescission is effective between the supplier and the lessee, the lessor is considered to have assumed, in addition to the obligations of the lessor to the lessee under the lease contract, promises of the supplier to the lessor and warranties that were so modified or rescinded as they existed and were available to the lessee before modification or rescission.
411.209(4)
(4) In addition to the extension of the benefit of the supplier's promises and of warranties to the lessee under
sub. (1), the lessee retains all rights that the lessee may have against the supplier which arise from an agreement between the lessee and the supplier or under other law.
411.209 History
History: 1991 a. 148.
411.210
411.210
Express warranties. 411.210(1)(1) Express warranties by the lessor are created as follows:
411.210(1)(a)
(a) Any affirmation of fact or promise made by the lessor to the lessee that relates to the goods and becomes part of the basis of the bargain creates an express warranty that the goods will conform to the affirmation or promise.
411.210(1)(b)
(b) Any description of the goods that is made part of the basis of the bargain creates an express warranty that the goods will conform to the description.
411.210(1)(c)
(c) Any sample or model that is made part of the basis of the bargain creates an express warranty that the whole of the goods will conform to the sample or model.
411.210(2)
(2) It is not necessary to the creation of an express warranty that the lessor use formal words, such as "warrant" or "guarantee", or that the lessor have a specific intention to make a warranty, but an affirmation merely of the value of the goods or a statement purporting to be merely the lessor's opinion or commendation of the goods does not create a warranty.
411.210 History
History: 1991 a. 148.
411.211
411.211
Warranties against interference and against infringement; lessee's obligation against infringement. 411.211(1)(1) There is in a lease contract a warranty that for the lease term no person holds a claim to or interest in the goods that arose from an act or omission of the lessor, other than a claim by way of infringement or the like, that will interfere with the lessee's enjoyment of its leasehold interest.
411.211(2)
(2) Except in a finance lease, there is in a lease contract by a lessor who is a merchant regularly dealing in goods of the kind a warranty that the goods are delivered free of the rightful claim of any person by way of infringement or the like.
411.211(3)
(3) A lessee who furnishes specifications to a lessor or a supplier shall hold the lessor and the supplier harmless against any claim by way of infringement or the like that arises out of compliance with the specifications.
411.211 History
History: 1991 a. 148.
411.212
411.212
Implied warranty of merchantability. 411.212(1)(1) Except in a finance lease, a warranty that the goods will be merchantable is implied in a lease contract if the lessor is a merchant with respect to goods of that kind.
411.212(2)
(2) To be merchantable, goods shall meet all of the following minimum standards:
411.212(2)(a)
(a) Pass without objection in the trade under the description in the lease agreement.
411.212(2)(b)
(b) If fungible goods, be of fair average quality within the description.
411.212(2)(c)
(c) Be fit for the ordinary purposes for which goods of that type are used.
411.212(2)(d)
(d) Run, within the variation permitted by the lease agreement, of even kind, quality and quantity within each unit and among all units involved.
411.212(2)(e)
(e) Be adequately contained, packaged and labeled as the lease agreement requires.
411.212(2)(f)
(f) Conform to any promises or affirmations of fact made on the container or label.
411.212(3)
(3) Other implied warranties may arise from course of dealing or usage of trade.
411.212 History
History: 1991 a. 148.
411.213
411.213
Implied warranty of fitness for particular purpose. Except in a finance lease, if the lessor when the lease contract is made has reason to know of any particular purpose for which the goods are required and that the lessee is relying on the lessor's skill or judgment to select or furnish suitable goods, there is in the lease contract an implied warranty that the goods will be fit for that purpose.
411.213 History
History: 1991 a. 148.
411.214
411.214
Exclusion or modification of warranties. 411.214(1)(1) Words or conduct relevant to the creation of an express warranty and words or conduct tending to negate or limit a warranty shall be construed wherever reasonable as consistent with each other; but, subject to
s. 411.202, negation or limitation is inoperative to the extent that the construction is unreasonable.
411.214(2)
(2) Subject to
sub. (3), to exclude or modify the implied warranty of merchantability or a part of it the language shall mention "merchantability", be by a writing and be conspicuous. Subject to
sub. (3), to exclude or modify an implied warranty of fitness the exclusion shall be by a writing and be conspicuous. Language to exclude all implied warranties of fitness is sufficient if it is in writing, is conspicuous and states, for example, "There is no warranty that the goods will be fit for a particular purpose."
411.214(3)
(3) Notwithstanding
sub. (2), but subject to
sub. (4), all of the following apply:
411.214(3)(a)
(a) Unless the circumstances indicate otherwise, all implied warranties are excluded by expressions such as "as is", or "with all faults", or by other language that in common understanding calls the lessee's attention to the exclusion of warranties and makes plain that there is no implied warranty, if in writing and conspicuous.
411.214(3)(b)
(b) If the lessee before entering into the lease contract examines the goods or the sample or model as fully as desired or refuses to examine the goods, there is no implied warranty with regard to defects that an examination ought in the circumstances to have revealed.
411.214(3)(c)
(c) An implied warranty may also be excluded or modified by course of dealing, course of performance, or usage of trade.
411.214(4)
(4) To exclude or modify a warranty against interference or against infringement or any part of that warranty, the language shall be specific, be by a writing, and be conspicuous, unless the circumstances, including course of performance, course of dealing, or usage of trade, give the lessee reason to know that the goods are being leased subject to a claim or interest of any person.
411.214 History
History: 1991 a. 148.
411.215
411.215
Cumulation and conflict of warranties express or implied. Warranties, whether express or implied, shall be construed as consistent with each other and as cumulative, but if that construction is unreasonable, the intention of the parties determines which warranty is dominant. In ascertaining that intention, all of the following apply:
411.215(1)
(1) Exact or technical specifications displace an inconsistent sample or model or general language of description.
411.215(2)
(2) A sample from an existing bulk displaces inconsistent general language of description.
411.215(3)
(3) Express warranties displace inconsistent implied warranties other than an implied warranty of fitness for a particular purpose.
411.215 History
History: 1991 a. 148.
411.216
411.216
Third-party beneficiaries of express and implied warranties. A warranty to or for the benefit of a lessee under this chapter, whether express or implied, extends to any natural person who is in the family or household of the lessee or who is a guest in the lessee's home if it is reasonable to expect that the person may use, consume or be affected by the goods and who is injured in person by breach of the warranty. This section does not displace principles of law and equity that extend a warranty to or for the benefit of a lessee to other persons. The operation of this section may not be excluded, modified or limited, but an exclusion, modification or limitation of the warranty, including any with respect to rights and remedies, effective against the lessee is also effective against a beneficiary designated under this section.
411.216 History
History: 1991 a. 148.
411.217
411.217
Identification. Identification of goods as goods to which a lease contract refers may be made at any time and in any manner explicitly agreed to by the parties. In the absence of explicit agreement, identification occurs when any of the following occurs:
411.217(1)
(1) The lease contract is made if the lease contract is for a lease of goods that are existing and identified.
411.217(2)
(2) The goods are shipped, marked, or otherwise designated by the lessor as goods to which the lease contract refers, if the lease contract is for a lease of goods that are not existing and identified.
411.217(3)
(3) The young are conceived, if the lease contract is for a lease of unborn young of animals.
411.217 History
History: 1991 a. 148.
411.218
411.218
Insurance and proceeds. 411.218(1)
(1) A lessee obtains an insurable interest when existing goods are identified to the lease contract even though the goods identified are nonconforming and the lessee has an option to reject them.
411.218(2)
(2) If a lessee has an insurable interest only by reason of the lessor's identification of the goods, the lessor, until default or insolvency or notification to the lessee that identification is final, may substitute other goods for those identified.
411.218(3)
(3) Notwithstanding a lessee's insurable interest under
subs. (1) and
(2), the lessor retains an insurable interest until an option to buy has been exercised by the lessee and risk of loss has passed to the lessee.
411.218(4)
(4) Nothing in this section impairs an insurable interest recognized under any other statute or rule of law.
411.218(5)
(5) The parties, by agreement, may determine that one or more parties have an obligation to obtain and, pay for insurance covering the goods and, by agreement, may determine the beneficiary of the proceeds of the insurance.
411.218 History
History: 1991 a. 148.
411.219(1)(1) Except in the case of a finance lease, risk of loss is retained by the lessor and does not pass to the lessee. In the case of a finance lease, risk of loss passes to the lessee.
