                                 CODE OF VIRGINIA

MERCHANT LESSEE&#8217;S DUTIES AS TO RIGHTFULLY REJECTED GOODS (§ 8.2A-511)

1. Subject to any security interest of a lessee (subsection (5) of &#xA7;
8.2A-508), if a lessor or a supplier has no agent or place of business at the
market of rejection, a merchant lessee, after rejection of goods in his or her
possession or control, shall follow any reasonable instructions received from
the lessor or the supplier with respect to the goods. In the absence of those
instructions, a merchant lessee shall make reasonable efforts to sell, lease, or
otherwise dispose of the goods for the lessor&#8217;s account if they threaten
to decline in value speedily. Instructions are not reasonable if on demand
indemnity for expenses is not forthcoming.

2. If a merchant lessee as mentioned in subsection (1) of this section or any
other lessee (&#xA7; 8.2A-512) disposes of goods, he or she is entitled to
reimbursement either from the lessor or the supplier or out of the proceeds for
reasonable expenses of caring for and disposing of the goods and, if the
expenses include no disposition commission, to such commission as is usual in
the trade, or if there is none, to a reasonable sum not exceeding ten percent of
the gross proceeds.

3. In complying with this section or &#xA7; 8.2A-512, the lessee is held only to
good faith. Good faith conduct hereunder is neither acceptance or conversion nor
the basis of an action for damages.

4. A purchaser who purchases in good faith from a lessee pursuant to this
section or &#xA7; 8.2A-512 takes the goods free of any rights of the lessor and
the supplier even though the lessee fails to comply with one or more of the
requirements of this title.

HISTORY: 1991, c. 536.