Okla. Stat. tit. 12A § 2A-401

Current through Laws 2024, c. 453.

Section 2A-401 - Insecurity; adequate assurance of performance

(1) A lease contract imposes an obligation on each party that the other's expectation of receiving due performance will not be impaired.

(2) If reasonable grounds for insecurity arise with respect to the performance of either party, the insecure party may demand in writing adequate assurance of due performance. Until the insecure party receives that assurance, if commercially reasonable the insecure party may suspend any performance for which he has not already received the agreed return.

(3) A repudiation of the lease contract occurs if assurance of due performance adequate under the circumstances of the particular case is not provided to the insecure party within a reasonable time, not to exceed thirty (30) days after receipt of a demand by the other party.

(4) Between merchants, the reasonableness of grounds for insecurity and the adequacy of any assurance offered must be determined according to commercial standards.

(5) Acceptance of any nonconforming delivery or payment does not prejudice the aggrieved party's right to demand adequate assurance of future performance.

Okla. Stat. tit. 12A, § 2A-401

Added by Laws 1988, HB 1683, c. 86, § 41, eff. 11/1/1988.

Oklahoma Code Comment

This section, and §§ 2A-402 - 2A-406, except for changes due to leasing practice, closely adhere to the provisions of 12A Oklahoma Statutes §§ 2-609, 2-610, 2-611, 2-614, 2-615 and 2-616 applicable to sales of goods under UCC Article 2. Accordingly, to the same degree as with respect to Article 2, these provisions either reflect or change the principles of prior Oklahoma law. For example, the principle articulated in Waggoner Refining Co. v. Bell Oil & Gas Co., 244 P. 756 (Okla.1926), that where it appears that a seller does not intend to abide by the contract in a material particular the purchaser is excused from performance, is reflected in § 2A-402(2). Section 2A-614 on substituted performance may afford more flexibility than prior Oklahoma law which tended to strictly hold the parties to the literal terms of the agreement. See, e.g., Fulton Bag & Cotton Mills v. Liberty Cotton Oil Co., 216 P. 930 (Okla.1923).

It might be noted at this point that unlike UCC Article 2, Article 2A does not contain a number of so-called "gap filler" provisions such as 12A Oklahoma Statutes §§ 2-305 - 2-311. Leases tend to be reflected in written, comprehensive forms, while sales transactions often are formulated from exchanged forms which often leave gaps. Moreover, Article 2A by and large also deletes provisions dealing with "technical" matters, such as §§ 2-319 - 2-324 in UCC Article 2, as these matters are not particularly relevant to leasing practice.

The 1991 amendment makes no change here.