Iowa Code » Chapter 554 — UNIFORM COMMERCIAL CODE
Iowa Code

Iowa Code § 554.2719 (2026)

Contractual modification or limitation of remedy

✓ current as of July 2026
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1. Subject to the provisions of subsections 2 and 3 of this section and of section 554.2718 on liquidation and limitation of damages,

a. the agreement may provide for remedies in addition to or in substitution for those provided in this Article and may limit or alter the measure of damages recoverable under this Article, as by limiting the buyer’s remedies to return of the goods and repayment of the price or to repair and replacement of nonconforming goods or parts; and

b. resort to a remedy as provided is optional unless the remedy is expressly agreed to be exclusive, in which case it is the sole remedy.

2. Where circumstances cause an exclusive or limited remedy to fail of its essential purpose, remedy may be had as provided in this chapter.

3. Consequential damages may be limited or excluded unless the limitation or exclusion is unconscionable. Limitation of consequential damages for injury to the person in the case\n\nTue Dec 09 22:02:40 2025 Iowa Code 2026, Chapter 554 (108, 4) §554.2719, UNIFORM COMMERCIAL CODE 54\n\nof consumer goods is prima facie unconscionable but limitation of damages where the loss is commercial is not. [C66, 71, 73, 75, 77, 79, 81, §554.2719] 2008 Acts, ch 1032, §79 Referred to in §554.2316, 554.2601 \n

Notes of Decisions
Cited in 15 cases (2 in the last 5 years), 1974–2024 · leading case: Midwest Hatchery & Poultry Farms, Inc. v. Doorenbos Poultry, Inc., 783 N.W.2d 56 (Iowa Ct. App. 2010).
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Midwest Hatchery & Poultry Farms, Inc. v. Doorenbos Poultry, Inc., 783 N.W.2d 56 (Iowa Ct. App. 2010). · cites it 6× “See Iowa Code § 554.2719 (2) (“Where circumstances cause an exclusive or limited remedy to fail of its essential purpose, remedy may be had as provided in this chapter.”
Bruce v. ICI Americas, Inc., 933 F. Supp. 781 (S.D. Iowa 1996). · cites it 10× “9 Furthermore, “the parties to a contract can agree to exclude consequential damages from one party’s possible recovery upon a breach of that contract” pursuant to Iowa Code § 554.2719 . 10 Boone Valley Coop.”
R.J. Meyers Co. v. Reinke Mfg. Co., Inc., & Hook's Point Irrigation, 885 N.W.2d 429 (Iowa Ct. App. 2016). · cites it 4× “See Iowa Code § 554.2719 (l)(a). However, “[w]here circumstances cause an exclusive or limited remedy to fail of its essential purpose, remedy may be had as provided in this chapter.”
Middletown Concrete Prods., Inc. v. Black Clawson Co., 802 F. Supp. 1135 (D. Del. 1992). · cites it 4× “Iowa Code Ann. § 554.2719 . The Court’s analysis begins with the applicable remedy in order to determine its essential purpose and whether it has failed of that purpose.”
Optimal Interiors, LLC v. Hon Co., 774 F. Supp. 2d 993 (S.D. Iowa 2011). · cites it 4× “See Iowa Code § 554.2719 . However, a contract provision that limits the recovery of consequential damages will not be enforced in two circumstances: (1) “[w]here circumstances cause an exclusive or limited remedy to fail of its essential purpose, remedy may be had as provided…”
Nelson v. DeKalb Swine Breeders, Inc., 952 F. Supp. 622 (N.D. Iowa 1996). · cites it 2× “Iowa Code §§ 554.2719 (2) and 554.2719(3).”
Brunsman v. DeKalb Swine Breeders, Inc., 952 F. Supp. 628 (N.D. Iowa 1996). · cites it 2× “Iowa Code §§ 554.2719 (2) and 554.2719(3).”
Rexing Quality Eggs v. Rembrandt Enter., Inc., 360 F. Supp. 3d 817 (S.D. Ind. 2018). “" Iowa Code § 554.2719 . The Iowa Court of Appeals has explained what it means for a remedy to "fail of its essential purpose": "A remedy's essential purpose is to give to a buyer what the seller promised him.”
Boone Valley Coop. Processing Ass'n v. French Oil Mill Mach. Co., 383 F. Supp. 606 (N.D. Iowa 1974). · cites it 2× “Section 554.2719(3), Code of Iowa (1973).”
Badgett Constr. & Dev. Co. v. Kan-Build, Inc., 102 F. Supp. 2d 1098 (S.D. Iowa 2000). · cites it 2× “Iowa Code § 554.2719 (1999); Kan.Stat. Ann.”
Rheem Mfg. Co. v. Phelps Heating & Air Conditioning, Inc., 714 N.E.2d 1218 (Ind. Ct. App. 1999). “, citing Iowa Code Ann. § 554.2719 cmt. 1 (identical to Ind.”
Select Pork, Inc. v. Babcock Swine, Inc., 640 F.2d 147 (8th Cir. 1981). · cites it 2× “Iowa Code Ann. § 554.2719 (2) provides that Where circumstances cause an exclusive or limited remedy to fail of its essential purpose, remedy may be had as provided in this chapter.”
Show all 15 citing cases →
— Iowa Code § 554.2719(1)(a) — 1 case
J&R Transp., Inc. v. Navistar, Inc. & Thompson Truck & Trailer, Inc., f/k/a Hawkeye Truck & Trailer (Iowa Ct. App. 2020).
— Iowa Code § 554.2719(2) — 2 cases
Midwest Hatchery & Poultry Farms, Inc. v. Doorenbos Poultry, Inc., 783 N.W.2d 56 (Iowa Ct. App. 2010). “See Iowa Code § 554.2719 (2) (“Where circumstances cause an exclusive or limited remedy to fail of its essential purpose, remedy may be had as provided in this chapter.”
J&R Transp., Inc. v. Navistar, Inc. & Thompson Truck & Trailer, Inc., f/k/a Hawkeye Truck & Trailer (Iowa Ct. App. 2020).
— Iowa Code § 554.2719(3) — 1 case
Boone Valley Coop. Processing Ass'n v. French Oil Mill Mach. Co., 383 F. Supp. 606 (N.D. Iowa 1974). “Section 554.2719(3), Code of Iowa (1973).”
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