400.2A-303. Alienability of party's interest under lease contract or of lessor's residual interest in goods--delegation of performance--transfer of rights.

MISSOURI STATUTES AND CODES

400.2A-303. Alienability of party's interest under lease contract or of lessor's residual interest in goods--delegation of performance--transfer of rights.

Alienability of party's interest under lease contract or of lessor'sresidual interest in goods--delegation of performance--transfer ofrights.

400.2A-303. (1) As used in this section, "creation of a securityinterest" includes the sale of a lease contract that is subject to Article9, Secured Transactions, by reason of section 400.9-109(a)(2).

(2) Except as provided in subsection (3) and section 400.9-407, aprovision in a lease agreement which (i) prohibits the voluntary orinvoluntary transfer, including a transfer by sale, sublease, creation orenforcement of a security interest, or attachment, levy, or other judicialprocess, of an interest of a party under the lease contract or of thelessor's residual interest in the goods, or (ii) makes such a transfer anevent of default, gives rise to the rights and remedies provided insubsection (4), but a transfer that is prohibited or is an event of defaultunder the lease agreement is otherwise effective.

(3) A provision in a lease agreement which (i) prohibits a transferof a right to damages for default with respect to the whole lease contractor of a right to payment arising out of the transferor's due performance ofthe transferor's entire obligation, or (ii) makes such a transfer an eventof default, is not enforceable, and such a transfer is not a transfer thatmaterially impairs the prospect of obtaining return performance by,materially changes the duty of, or materially increases the burden or riskimposed on, the other party to the lease contract within the purview ofsubsection (4).

(4) Subject to subsection (3) and section 400.9-407:

(a) if a transfer is made which is made an event of default under alease agreement, the party to the lease contract not making the transfer,unless that party waives the default or otherwise agrees, has the rightsand remedies described in Section 400.2A-501(2);

(b) if paragraph (a) is not applicable and if a transfer is made that(i) is prohibited under a lease agreement or (ii) materially impairs theprospect of obtaining return performance by, materially changes the dutyof, or materially increases the burden or risk imposed on, the other partyto the lease contract, unless the party not making the transfer agrees atany time to the transfer in the lease contract or otherwise, then, exceptas limited by contract, (i) the transferor is liable to the party notmaking the transfer for damages caused by the transfer to the extent thatthe damages could not reasonably be prevented by the party not making thetransfer and (ii) a court having jurisdiction may grant other appropriaterelief, including cancellation of the lease contract or an injunctionagainst 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 thetransferor to the transferee. Acceptance by the transferee constitutes apromise by the transferee to perform those duties. The promise isenforceable by either the transferor or the other party to the leasecontract.

(6) Unless otherwise agreed by the lessor and the lessee, adelegation of performance does not relieve the transferor as against theother party of any duty to perform or of any liability for default.