WILLIAM DONALD SCHAEFER, Governor                            Ch. 535

2A-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 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. ANY SUCH TERM OF
ASSURANCE ON A FORM SUPPLIED BY THE OFFEREE MUST BE SEPARATELY SIGNED
BY THE OFFEROR.

2A-206. OFFER AND ACCEPTANCE IN FORMATION OF LEASE CONTRACT

(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.

(2)      IF THE BEGINNING OF A REQUESTED PERFORMANCE IS A REASONABLE
VOTE OF ACCEPTANCE, AN OFFEROR WHO IS NOT NOTIFIED OF ACCEPTANCE
WITHIN A REASONABLE TIME MAY TREAT THE OFFER AS HAVING LAPSED BEFORE
ACCEPTANCE.

2A-207. COURSE OF PERFORMANCE OR PRACTICAL CONSTRUCTION

(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.

(2)      THE EXPRESS TERMS OF A LEASE AGREEMENT, ANY COURSE OF
PERFORMANCE, AS WELL AS ANY COURSE OF DEALING AND USAGE OF TRADE,
MUST 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.

(3)      SUBJECT TO THE PROVISIONS OF § 2A-208 ON MODIFICATION AND
WAIVER, COURSE OF PERFORMANCE IS RELEVANT TO SHOW A WAIVER OR
MODIFICATION OF ANY TERM INCONSISTENT WITH THE COURSE OF PERFORMANCE.

2A-208. MODIFICATION, RESCISSION AND WAIVER

(1)      AN AGREEMENT MODIFYING A LEASE CONTRACT NEEDS NO
CONSIDERATION TO BE BINDING.

(2)      A SIGNED LEASE AGREEMENT THAT EXCLUDES MODIFICATION OR
RESCISSION EXCEPT BY A SIGNED WRITING MAY NOT BE OTHERWISE MODIFIED OR
RESCINDED, BUT, IN A CONSUMER LEASE SUCH A REQUIREMENT ON A FORM
SUPPLIED BY A LESSOR MUST BE CONSPICUOUS.

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