1. (1) After a default by a lessee under the lease contract of the type described in subsection (1) of Section 2A-523 of this title or paragraph (a) of subsection (3) of Section 2A-523 of this title or after the lessor refuses to deliver or takes possession of goods (Section 2A-525 or 2A-526 of this title), or, if agreed, after other default by a lessee, the lessor may dispose of the goods concerned or the undelivered balance thereof by lease, sale, or otherwise.

2. (2) Except as otherwise provided with respect to damages liquidated in the lease agreement (Section 2A-504 of this title) or otherwise determined pursuant to agreement of the parties (subsection (c) of Section 15 of this act and Section 2A-503 of this title), if the disposition is by lease agreement substantially similar to the original lease agreement and the new lease agreement is made in good faith and in a commercially reasonable manner, the lessor may recover from the lessee as damages:

   1. (i) accrued and unpaid rent as of the date of the commencement of the term of the new lease agreement,
   2. (ii) the present value, as of the same date, of the total rent for the then remaining lease term of the original lease agreement minus the present value, as of the same date, of the rent under the new lease agreement applicable to that period of the new lease term which is comparable to the then remaining term of the original lease agreement, and
   3. (iii) any incidental damages allowed under Section 2A-530 of this title, less expenses saved in consequence of the lessee's default.
3. (3) If the lessor's disposition is by lease agreement that for any reason does not qualify for treatment under subsection (2) of this section, or is by sale or otherwise, the lessor may recover from the lessee as if the lessor had elected not to dispose of the goods and Section 2A-528 of this title governs.
4. (4) A subsequent buyer or lessee who buys or leases from the lessor in good faith for value as a result of a disposition under this section takes the goods free of the original lease contract and any rights of the original lessee even though the lessor fails to comply with one or more of the requirements of this article.

5. (5) The lessor is not accountable to the lessee for any profit made on any disposition. A lessee who has rightfully rejected or justifiably revoked acceptance shall account to the lessor for any excess over the amount of the lessee's security interest (subsection (5) of Section 2A-508 of this title).

   Oklahoma Comments The lessor's basic remedy under Article 2A for the lessee's default, absent a different remedy provided in the lease, is to cancel the lease due to the default and sue the lessee for damages measured either under this section by the present value as of the date of default of the difference between what the released goods bring on that disposition and the remaining obligation under the lease, or under § 2A-528 by the present value as of the date of default of the difference between the market rent of the lease and the remaining obligation under the lease. The 1991 amendments change the date to measure the damages to the date the new lease commences or the date the lessor did or could have regained the goods, and discount the different rental streams before taking the difference. See the Supplementary Commentary. In order to have damages measured under § 2A-527(2), the disposition must be by a lease agreement substantially similar to the original lease agreement. If the new lease is not, or if the disposition is by sale or otherwise, damages must be measured, not by the disposition, but under § 2A-528. The Official Comment to § 2A-527 provides guidance as to when the new lease agreement should be considered as substantially similar to the original lease by denominating relevant factors to be considered. A further discussion appears in Benfield, Lessor's Damages Under Article 2A After Default by the Lessee As To Accepted Goods, 39 Ala.L.Rev. 915, 923-931 (1988). The lessor also can recover incidental damages under § 2A-530. As provided in this section before amendment, the lessor can only recover accrued and unpaid actual rent to the date of default. Thus suppose time expires between when an event of default occurs and when the goods are retaken by the lessor, or the lessee refuses to give up possession so that the lessor must prosecute a replevin or similar action to obtain the goods before the lessor can dispose of them. Do these events not unfairly reduce the lessor's overall recovery since the right to actual rent may cease before that part of the loss not covered by the damage formula is able to be recovered through re-disposition to another party? First, it should be noted that an event of default under the lease need not be a default to set the date of default. For example, in the case of a missed rental payment, there may be a grace period before default occurs or default may only occur upon the lessor's election. Thus where a lessee voluntarily gives up possession, the date on which that occurs and the date of default can be very close. More to the point, under established Oklahoma law outside of Article 2A the lessee will be liable for any loss due to the delay. See, e.g., Electrical Research Products, Inc. v. Haniotis Brothers, 39 P.2d 42 (Okla.1934), holding that the monthly scheduled payments provided in the lease constituted the proper measure of damages for the lessee's wrongful detention. Moreover, any loss sustained would appear to qualify as an example of incidental damages which the lessor may recover under § 2A-530. However, not more than the actual loss could be recovered under any theory or theories by the lessor. The 1991 amendments alleviate this problem by changing the date for measurement of damages.
   

Laws 1988, HB 1683, c. 86, § 74, eff. November 1, 1988; Amended by Laws 1991, SB 25, c. 117, § 22, eff. January 1, 1992; Amended by Laws 2005, HB 2028, c. 139, § 32, eff. January 1, 2006 (superseded document available).