2025 Session Last amended: 1989 session

§ 336.2A-404 — Substituted Performance

Plain-Language Summary

If the agreed delivery method for leased goods becomes commercially impracticable through no one's fault (for example, the agreed loading facilities fail or the agreed type of carrier is unavailable), and a commercially reasonable substitute exists, that substitute must be offered and accepted. If the agreed means of payment fails because of a government regulation, the lessor may hold back delivery until the lessee provides a substantially equivalent way to pay. If delivery has already happened, paying in the way the regulation requires satisfies the lessee's obligation, unless that regulation is discriminatory, oppressive, or predatory.

Practical Notes
When the agreed way of shipping or delivering the leased goods is no longer workable but a reasonable alternative exists, both sides must use that alternative rather than treat the deal as broken. If a government rule disrupts the agreed payment method, the lessor can pause delivery until the lessee offers an equivalent way to pay; if the goods were already delivered, paying as the regulation requires counts as payment unless the regulation is unfair or abusive.