ORS § 72a.5170 — OR Code / Title 8 / Chapter 72a / Section 72a.5170
72A.5170 Revocation of acceptance of goods
Status: in_force

(1) A lessee may revoke acceptance of a lot or commercial unit whose nonconformity substantially impairs its value to the lessee if the lessee has accepted it:

(a) Except in the case of a finance lease, on the reasonable assumption that its nonconformity would be cured and it has not been seasonably cured; or

(b) Without discovery of the nonconformity if the lessee’s acceptance was reasonably induced either by the lessor’s assurances or, except in the case of a finance lease, by the difficulty of discovery before acceptance.

(2) Except in the case of a finance lease that is not a consumer lease, a lessee may revoke acceptance of a lot or commercial unit if the lessor defaults under the lease contract and the default substantially impairs the value of that lot or commercial unit to the lessee.

(3) If the lease agreement so provides, the lessee may revoke acceptance of a lot or commercial unit because of other defaults by the lessor.

(4) Revocation of acceptance must occur within a reasonable time after the lessee discovers or should have discovered the ground for it and before any substantial change in condition of the goods which is not caused by the nonconformity. Revocation is not effective until the lessee notifies the lessor.

(5) A lessee who so revokes has the same rights and duties with regard to the goods involved as if the lessee had rejected them. [1989 c.676 §64; 1993 c.646 §12]

Source: Section 72A.5170 — Revocation of acceptance of goods , https://www.­oregonlegislature.­gov/bills_laws/ors/ors72A.­html (accessed May 26, 2025).
ORS § 72a.2110 — OR Code / Title 8 / Chapter 72a / Section 72a.2110
72A.2110 Warranties against interference and against infringement
Status: in_force

(1) There is in a lease contract a warranty that for the lease term no person holds a claim to or interest in the goods that arose from an act or omission of the lessor, other than a claim by way of infringement or the like, which will interfere with the lessee’s enjoyment of its leasehold interest.

(2) Except in a finance lease there is in a lease contract by a lessor who is a merchant regularly dealing in goods of the kind a warranty that the goods are delivered free of the rightful claim of any person by way of infringement or the like.

(3) A lessee who furnishes specifications to a lessor or a supplier shall hold the lessor and the supplier harmless against any claim by way of infringement or the like that arises out of compliance with the specifications. [1989 c.676 §20]

Source: Section 72A.2110 — Warranties against interference and against infringement; lessee’s obligation against infringement , https://www.­oregonlegislature.­gov/bills_laws/ors/ors72A.­html (accessed May 26, 2025).
ORS § 79.0342 — OR Code / Title 8 / Chapter 79 / Section 79.0342
79.0342 UCC 9-342. Bank’s right to refuse to enter into or disclose existence of control agreement
Status: in_force

This chapter does not require a bank to enter into an agreement of the kind described in ORS 79.0104 (UCC 9-104. Control of deposit account) (1)(b), even if its customer so requests or directs. A bank that has entered into such an agreement is not required to confirm the existence of the agreement to another person unless requested to do so by its customer. [2001 c.445 §62]

Source: Section 79.0342 — UCC 9-342. Bank’s right to refuse to enter into or disclose existence of control agreement , https://www.­oregonlegislature.­gov/bills_laws/ors/ors079.­html (accessed May 26, 2025).
ORS § 79.0408 — OR Code / Title 8 / Chapter 79 / Section 79.0408
79.0408 UCC 9-408. Restrictions on assignment of promissory notes, health-care-insurance receivables, and certain general intangibles ineffective
Status: in_force

(1) Except as otherwise provided in subsection (2) of this section, a term in a promissory note or in an agreement between an account debtor and a debtor which relates to a health-care-insurance receivable or a general intangible, including a contract, permit, license or franchise, and which term prohibits, restricts or requires the consent of the person obligated on the promissory note or the account debtor to, the assignment or transfer of, or creation, attachment or perfection of a security interest in, the promissory note, health-care-insurance receivable or general intangible, is ineffective to the extent that the term:

(a) Would impair the creation, attachment or perfection of a security interest; or

(b) Provides that the assignment or transfer or the creation, attachment or perfection of the security interest may give rise to a default, breach, right of recoupment, claim, defense, termination, right of termination or remedy under the promissory note, health-care-insurance receivable or general intangible.

(2) Subsection (1) of this section applies to a security interest in a payment intangible or promissory note only if the security interest arises out of a sale of the payment intangible or promissory note, other than a sale pursuant to a disposition under ORS 79.0610 (UCC 9-610. Disposition of collateral after default) or an acceptance of collateral under ORS 79.0620 (UCC 9-620. Acceptance of collateral in full or partial satisfaction of obligation) .

(3) A rule of law, statute or regulation that prohibits, restricts or requires the consent of a government, governmental body or official, person obligated on a promissory note or account debtor to the assignment or transfer of, or creation of a security interest in, a promissory note, health-care-insurance receivable or general intangible, including a contract, permit, license or franchise between an account debtor and a debtor, is ineffective to the extent that the rule of law, statute or regulation:

(a) Would impair the creation, attachment or perfection of a security interest; or

(b) Provides that the assignment or transfer or the creation, attachment or perfection of the security interest may give rise to a default, breach, right of recoupment, claim, defense, termination, right of termination or remedy under the promissory note, health-care-insurance receivable or general intangible.

(4) To the extent that a term in a promissory note or in an agreement between an account debtor and a debtor which relates to a health-care-insurance receivable or general intangible or a rule of law, statute or regulation described in subsection (3) of this section would be effective under law other than this chapter but is ineffective under subsection (1) or (3) of this section, the creation, attachment or perfection of a security interest in the promissory note, health-care-insurance receivable or general intangible:

(a) Is not enforceable against the person obligated on the promissory note or the account debtor;

(b) Does not impose a duty or obligation on the person obligated on the promissory note or the account debtor;

(c) Does not require the person obligated on the promissory note or the account debtor to recognize the security interest, pay or render performance to the secured party, or accept payment or performance from the secured party;

(d) Does not entitle the secured party to use or assign the debtor’s rights under the promissory note, health-care-insurance receivable or general intangible, including any related information or materials furnished to the debtor in the transaction giving rise to the promissory note, health-care-insurance receivable or general intangible;

(e) Does not entitle the secured party to use, assign, possess or have access to any trade secrets or confidential information of the person obligated on the promissory note or the account debtor; and

(f) Does not entitle the secured party to enforce the security interest in the promissory note, health-care-insurance receivable or general intangible.

(5) Intentionally left blank —Ed.

(a) Subsections (1) and (3) of this section do not apply to the assignment or transfer of, or the creation of a security interest in, a claim or right to receive compensation for injuries or sickness as described in 26 U.S.C. 104(a)(2), provided that such transaction constitutes a sale of such claim or right. The limitation in this paragraph is intended to leave to the court the determination of the proper rules in such cases. The court may not infer from that limitation the nature of the proper rule in such cases and may continue to apply established approaches.

(b) Subsections (1) and (3) of this section do not apply to the following:

(A) The assignment or transfer of, or the creation of a security interest in, a claim or right to receive compensation for injuries or sickness as described in 26 U.S.C. 104(a)(1);

(B) The assignment or transfer of, or the creation of a security interest in, a claim or right to receive benefits under a special needs trust as described in 42 U.S.C. 1396p(d)(4); or

(C) The assignment or transfer of, or the creation, attachment, perfection or enforcement of a security interest in, the benefits, rights, privileges or options accruing under an annuity policy, to the extent that the annuity policy provides for such a restriction and the restriction is permitted under ORS 743.049 (Exemption of proceeds of annuity policies) .

(c) Subsection (3) of this section does not apply to the assignment or transfer of, or the creation, attachment, perfection or enforcement of a security interest in, a right when the transfer of the right is prohibited or restricted by ORS 147.325 (Compensation not subject to assignment or legal process prior to receipt by beneficiary) , 461.250 (Validation and payment of prizes) (8) or 656.234 (Compensation not assignable nor to pass by operation of law) , to the extent that ORS 147.325 (Compensation not subject to assignment or legal process prior to receipt by beneficiary) , 461.250 (Validation and payment of prizes) (8) or 656.234 (Compensation not assignable nor to pass by operation of law) is inconsistent with subsection (3) of this section.

(6) Except to the extent otherwise provided in subsection (5) of this section, this section prevails over any inconsistent provision of an existing or future statute unless the provision refers expressly to this section and states that the provision prevails over this section. [2001 c.445 §70; 2003 c.58 §5; 2012 c.12 §11]

Source: Section 79.0408 — UCC 9-408. Restrictions on assignment of promissory notes, health-care-insurance receivables, and certain general intangibles ineffective , https://www.­oregonlegislature.­gov/bills_laws/ors/ors079.­html (accessed May 26, 2025).
ORS § 72.3020 — OR Code / Title 8 / Chapter 72 / Section 72.3020
72.3020 Unconscionable contract or clause
Status: in_force

(1) If the court as a matter of law finds the contract or any clause of the contract to have been unconscionable at the time it was made the court may refuse to enforce the contract, or it may enforce the remainder of the contract without the unconscionable clause, or it may so limit the application of any unconscionable clause as to avoid any unconscionable result.

(2) When it is claimed or appears to the court that the contract or any clause thereof may be unconscionable the parties shall be afforded a reasonable opportunity to present evidence as to its commercial setting, purpose and effect to aid the court in making the determination. [1961 c.726 § 72.3020 (Unconscionable contract or clause) ]

Source: Section 72.3020 — Unconscionable contract or clause , https://www.­oregonlegislature.­gov/bills_laws/ors/ors072.­html (accessed May 26, 2025).
ORS § 83.630 — OR Code / Title 8 / Chapter 83 / Section 83.630
83.630 Extension of scheduled due date
Status: in_force

The holder of a retail installment contract, upon agreement with the buyer, may extend the scheduled due date or defer the scheduled payment of all or part of any installment or installments. In any such case, the holder may restate the amount of the installments and the time schedule therefor, and collect as a refinance charge for the extension or deferment, a flat service fee not to exceed $15 and a total additional charge on the balance being extended not exceeding an amount equal to one-twelfth of the annual percentage rate originally charged on the agreement for each month the payments on the agreement are being extended or deferred. [1957 c.625 §25; 1981 c.552 §2; 1995 c.519 §6]

Source: Section 83.630 — Extension of scheduled due date; deferment of scheduled payment; refinance charge , https://www.­oregonlegislature.­gov/bills_laws/ors/ors083.­html (accessed May 26, 2025).
ORS § 83.670 — OR Code / Title 8 / Chapter 83 / Section 83.670
83.670 Unenforceable contract provisions
Status: in_force

(1) No provision in a retail installment contract for confession of judgment, power of attorney therefor, or wage assignment is enforceable.

(2) No provision in a retail installment contract that authorizes a motor vehicle dealer or holder of the contract or other person acting on the behalf of the motor vehicle dealer or holder to enter upon the buyer’s premises unlawfully, or to commit any breach of the peace in the repossession of a motor vehicle is enforceable.

(3) No provision in a retail installment contract by which the buyer waives any right of action against the motor vehicle dealer or holder of the contract, or other person acting on the behalf of the motor vehicle dealer or holder, for any illegal act committed in the collection of payments under the contract or in the repossession of the motor vehicle is enforceable.

(4) No provision in a retail installment contract by which the buyer executes a power of attorney appointing the motor vehicle dealer or holder of the contract, or other person acting on the behalf of the motor vehicle dealer or holder, as the buyer’s agent in collection of payments under the contract or in the repossession of the motor vehicle, is enforceable.

(5) No provision in a retail installment contract relieving the motor vehicle dealer from liability for any legal remedies that the buyer may have had against the motor vehicle dealer under the contract, or any separate instrument executed in connection therewith, is enforceable. [1957 c.625 §§14,15,16,17,18; 2001 c.117 §12]

Source: Section 83.670 — Unenforceable contract provisions , https://www.­oregonlegislature.­gov/bills_laws/ors/ors083.­html (accessed May 26, 2025).
ORS § 83.650 — OR Code / Title 8 / Chapter 83 / Section 83.650
83.650 Effect of negotiation of notes on rights against motor vehicle dealer
Status: in_force

(1) No retail installment contract shall require or entail the execution, by the buyer, of any note or series of notes, which when separately negotiated will cut off as against third parties any right of action or defense which the buyer may have against the motor vehicle dealer.

(2) The rights of a holder in due course of any negotiable instrument executed contrary to subsection (1) of this section are not impaired by reason of the violation of subsection (1) of this section, but the buyer may bring an action against the motor vehicle dealer for the recovery of any loss or expense incurred by reason of the violation of subsection (1) of this section. The buyer’s action may be joined with any other right of action the buyer has against the motor vehicle dealer arising out of the installment sale. The court may award reasonable attorney fees to the prevailing party in an action under this section. [1957 c.625 §9; 1995 c.618 §47; 2001 c.117 §11]

Source: Section 83.650 — Effect of negotiation of notes on rights against motor vehicle dealer , https://www.­oregonlegislature.­gov/bills_laws/ors/ors083.­html (accessed May 26, 2025).
ORS § 73.0416 — OR Code / Title 8 / Chapter 73 / Section 73.0416
73.0416 Transfer warranties
Status: in_force

(1) A person who transfers an instrument for consideration warrants to the transferee and, if the transfer is by indorsement, to any subsequent transferee that:

(a) The warrantor is a person entitled to enforce the instrument;

(b) All signatures on the instrument are authentic and authorized;

(c) The instrument has not been altered;

(d) The instrument is not subject to a defense or claim in recoupment of any party which can be asserted against the warrantor;

(e) The warrantor has no knowledge of any insolvency proceeding commenced with respect to the maker or acceptor or, in the case of an unaccepted draft, the drawer; and

(f) If the instrument is a demand draft, creation of the instrument according to the terms on its face was authorized by the person identified as drawer.

(2) A person to whom the warranties under subsection (1) of this section are made and who took the instrument in good faith may recover from the warrantor as damages for breach of warranty an amount equal to the loss suffered as a result of the breach, but not more than the amount of the instrument plus expenses and loss of interest incurred as a result of the breach.

(3) The warranties stated in subsection (1) of this section cannot be disclaimed with respect to checks. Unless notice of a claim for breach of warranty is given to the warrantor within 30 days after the claimant has reason to know of the breach and the identity of the warrantor, the liability of the warrantor under subsection (2) of this section is discharged to the extent of any loss caused by the delay in giving notice of the claim.

(4) A claim for relief for breach of warranty under this section accrues when the claimant has reason to know of the breach.

(5) If the warranty in subsection (1)(f) of this section is not given by a transferor under applicable conflict of law rules, then the warranty is not given to that transferor when that transferor is a transferee. [1993 c.545 §57; 1997 c.822 §3]

Source: Section 73.0416 — Transfer warranties , https://www.­oregonlegislature.­gov/bills_laws/ors/ors073.­html (accessed May 26, 2025).
ORS § 72a.5060 — OR Code / Title 8 / Chapter 72a / Section 72a.5060
72A.5060 Statute of limitations
Status: in_force

(1) An action for default under a lease contract, including breach of warranty or indemnity, must be commenced within four years after the cause of action accrued. By the original lease contract the parties may reduce the period of limitation to not less than two years.

(2) A cause of action for default accrues when the act or omission on which the default or breach of warranty is based is or should have been discovered by the aggrieved party, or when the default occurs, whichever is later. A cause of action for indemnity accrues when the act or omission on which the claim for indemnity is based is or should have been discovered by the indemnified party, whichever is later.

(3) If an action commenced within the time limited by subsection (1) of this section is so terminated as to leave available a remedy by another action for the same default or breach of warranty or indemnity, the other action may be commenced after the expiration of the time limited and within six months after the termination of the first action unless the termination resulted from voluntary discontinuance or from dismissal for failure or neglect to prosecute.

(4) This section does not alter the law on tolling of the statute of limitations nor does it apply to causes of action that have accrued before this chapter becomes effective. [1989 c.676 §53]

Source: Section 72A.5060 — Statute of limitations , https://www.­oregonlegislature.­gov/bills_laws/ors/ors72A.­html (accessed May 26, 2025).
ORS § 71.1050 — OR Code / Title 8 / Chapter 71 / Section 71.1050
71.1050 Severability
Status: in_force

If any provision or clause of the Uniform Commercial Code or application to any person or circumstance is held invalid, the invalidity does not affect other provisions or applications of the Uniform Commercial Code that can be given effect without the invalid provision or application, and to this end the provisions of the Uniform Commercial Code are severable. [1961 c.726 § 71.1050 (Severability) ; 1973 c.504 §1; 1989 c.676 §80; 1991 c.83 §3; 1995 c.328 §66; 1997 c.150 §3; 2001 c.445 §130; 2009 c.181 §4]

Source: Section 71.1050 — Severability , https://www.­oregonlegislature.­gov/bills_laws/ors/ors071.­html (accessed May 26, 2025).
ORS § 72a.1020 — OR Code / Title 8 / Chapter 72a / Section 72a.1020
72A.1020 Scope
Status: in_force

This chapter applies to any transaction, regardless of form, that creates a lease. [1989 c.676 §2]

Source: Section 72A.1020 — Scope , https://www.­oregonlegislature.­gov/bills_laws/ors/ors72A.­html (accessed May 26, 2025).
ORS § 74a.2010 — OR Code / Title 8 / Chapter 74a / Section 74a.2010
74A.2010 Security procedure
Status: in_force

(1) “Security procedure” means a procedure established by agreement of a customer and a receiving bank for the purpose of:

(a) Verifying that a payment order or communication amending or canceling a payment order is that of the customer; or

(b) Detecting error in the transmission or the content of the payment order or communication.

(2) A security procedure may require the use of algorithms or other codes, identifying words or numbers, encryption, callback procedures or similar security devices. Comparison of a signature on a payment order or communication with an authorized specimen signature of the customer is not by itself a security procedure. [1991 c.442 §9]

Source: Section 74A.2010 — Security procedure , https://www.­oregonlegislature.­gov/bills_laws/ors/ors74A.­html (accessed May 26, 2025).
ORS § 72a.3050 — OR Code / Title 8 / Chapter 72a / Section 72a.3050
72A.3050 Sale or sublease of goods by lessee
Status: in_force

(1) Subject to the provisions of ORS 72A.3030 (Alienability of party’s interest under lease contract or of lessor’s residual interest in goods) , a buyer or sublessee from the lessee of goods under an existing lease contract obtains, to the extent of the interest transferred, the leasehold interest in the goods that the lessee had or had power to transfer, and except as provided in subsection (2) of this section and ORS 72A.5110 (Merchant lessee’s duties as to rightfully rejected goods) (4), takes subject to the existing lease contract. A lessee with a voidable leasehold interest has power to transfer a good leasehold interest to a good faith buyer for value or a good faith sublessee for value, but only to the extent set forth in the preceding sentence. When goods have been delivered under a transaction of lease the lessee has that power even though:

(a) The lessor was deceived as to the identity of the lessee;

(b) The delivery was in exchange for a check which is later dishonored; or

(c) The delivery was procured through fraud punishable as larcenous under the criminal law.

(2) A buyer in the ordinary course of business or a sublessee in the ordinary course of business from a lessee who is a merchant dealing in goods of that kind to whom the goods were entrusted by the lessor obtains, to the extent of the interest transferred, all of the lessor’s and lessee’s rights to the goods, and takes free of the existing lease contract.

(3) A buyer or sublessee from the lessee of goods that are subject to an existing lease contract and are covered by a certificate of title issued under a statute of this state or of another jurisdiction takes no greater rights than those provided both by this section and by the certificate of title statute. [1989 c.676 §35]

Source: Section 72A.3050 — Sale or sublease of goods by lessee , https://www.­oregonlegislature.­gov/bills_laws/ors/ors72A.­html (accessed May 26, 2025).
ORS § 77.2050 — OR Code / Title 8 / Chapter 77 / Section 77.2050
77.2050 Title under warehouse receipt defeated in certain cases
Status: in_force

A buyer in ordinary course of business of fungible goods sold and delivered by a warehouse that is also in the business of buying and selling such goods takes the goods free of any claim under a warehouse receipt even if the receipt is negotiable and has been duly negotiated. [1961 c.726 § 77.2050 (Title under warehouse receipt defeated in certain cases) ; 2009 c.181 §59]

Source: Section 77.2050 — Title under warehouse receipt defeated in certain cases , https://www.­oregonlegislature.­gov/bills_laws/ors/ors077.­html (accessed May 26, 2025).
ORS § 83.540 — OR Code / Title 8 / Chapter 83 / Section 83.540
83.540 Delivery of copy of contract to buyer
Status: in_force

The motor vehicle dealer shall deliver to the buyer, or mail to the buyer at the address shown on the contract, a copy of the contract signed by the motor vehicle dealer. Until the motor vehicle dealer does so, a buyer who has not received delivery of the motor vehicle shall have an unconditional right to cancel the contract and to receive immediate refund of any amount paid and redelivery of all goods delivered or traded in to the motor vehicle dealer on account of or in contemplation of the contract. An acknowledgment by the buyer of delivery of a copy of the contract shall be printed or written in a size equal to at least 10-point bold type and, if contained in the contract, shall also appear directly above the legend required above the buyer’s signature by ORS 83.520 (Form and contents of retail installment contract) (2)(a). [1957 c.625 §4; 2001 c.117 §6]

Source: Section 83.540 — Delivery of copy of contract to buyer , https://www.­oregonlegislature.­gov/bills_laws/ors/ors083.­html (accessed May 26, 2025).
ORS § 78.1060 — OR Code / Title 8 / Chapter 78 / Section 78.1060
78.1060 Control
Status: in_force

(1) A purchaser has control of a certificated security in bearer form if the certificated security is delivered to the purchaser.

(2) A purchaser has control of a certificated security in registered form if the certificated security is delivered to the purchaser, and:

(a) The certificate is indorsed to the purchaser or in blank by an effective indorsement; or

(b) The certificate is registered in the name of the purchaser, upon original issue or registration of transfer by the issuer.

(3) A purchaser has control of an uncertificated security if:

(a) The uncertificated security is delivered to the purchaser; or

(b) The issuer has agreed to comply with instructions originated by the purchaser without further consent by the registered owner.

(4) A purchaser has control of a security entitlement if:

(a) The purchaser becomes the entitlement holder;

(b) The securities intermediary has agreed to comply with entitlement orders originated by the purchaser without further consent by the entitlement holder; or

(c) Another person has control of the security entitlement on behalf of the purchaser or, having previously acquired control of the security entitlement, acknowledges that the person has control on behalf of the purchaser.

(5) If an interest in a security entitlement is granted by the entitlement holder to the entitlement holder’s own securities intermediary, the securities intermediary has control.

(6) A purchaser who has satisfied the requirements of subsection (3) or (4) of this section has control, even if the registered owner in the case of subsection (3) of this section, or the entitlement holder in the case of subsection (4) of this section, retains the right to make substitutions for the uncertificated security or security entitlement, to originate instructions or entitlement orders to the issuer or securities intermediary or otherwise to deal with the uncertificated security or security entitlement.

(7) An issuer or a securities intermediary may not enter into an agreement of the kind described in subsection (3)(b) or (4)(b) of this section without the consent of the registered owner or entitlement holder, but an issuer or a securities intermediary is not required to enter into such an agreement even though the registered owner or entitlement holder so directs. An issuer or securities intermediary that has entered into such an agreement is not required to confirm the existence of the agreement to another party unless requested to do so by the registered owner or entitlement holder. [1961 c.726 § 78.1060 (Control) ; 1985 c.676 § 78.1060 (Control) ; 1995 c.328 §6; 2001 c.445 §152]

Source: Section 78.1060 — Control , https://www.­oregonlegislature.­gov/bills_laws/ors/ors078.­html (accessed May 26, 2025).
ORS § 79.0202 — OR Code / Title 8 / Chapter 79 / Section 79.0202
79.0202 UCC 9-202. Title to collateral immaterial
Status: in_force

Except as otherwise provided with respect to consignments or sales of accounts, chattel paper, payment intangibles or promissory notes, the provisions of this chapter with regard to rights and obligations apply whether title to collateral is in the secured party or the debtor. [2001 c.445 §12]

Source: Section 79.0202 — UCC 9-202. Title to collateral immaterial , https://www.­oregonlegislature.­gov/bills_laws/ors/ors079.­html (accessed May 26, 2025).
ORS § 75.1030 — OR Code / Title 8 / Chapter 75 / Section 75.1030
75.1030 Application of chapter
Status: in_force

(1) This chapter applies to letters of credit and to certain rights and obligations arising out of transactions involving letters of credit.

(2) The statement of a rule in this chapter does not by itself require, imply or negate application of the same or different rule to a situation not provided for, or to a person not specified in this chapter.

(3) With the exception of this subsection, subsections (1) and (4) of this section and ORS 75.1020 (Definitions) (1)(i) and (j), 75.1060 (Issuance, amendment, cancellation and duration) (4) and 75.1140 (Assignment of proceeds) (4), and except to the extent prohibited in ORS 71.3020 (Variation by agreement) and 75.1170 (Subrogation of issuer, applicant and nominated person) (4), the effect of this chapter may be varied by agreement or by a provision stated or incorporated by reference in an undertaking. A term in an agreement or undertaking generally excusing liability or generally limiting remedies for failure to perform obligations is not sufficient to vary obligations prescribed by this chapter.

(4) Rights and obligations of an issuer to a beneficiary or a nominated person under a letter of credit are independent of the existence, performance or nonperformance of a contract or arrangement out of which the letter of credit arises or which underlies it, including contracts or arrangements between the issuer and the applicant and between the applicant and the beneficiary. [1961 c.726 § 75.1030 (Application of chapter) ; 1993 c.545 §119; 1997 c.150 §6; 2009 c.181 §49]

Source: Section 75.1030 — Application of chapter , https://www.­oregonlegislature.­gov/bills_laws/ors/ors075.­html (accessed May 26, 2025).
ORS § 83.090 — OR Code / Title 8 / Chapter 83 / Section 83.090
83.090 Service charge
Status: reserved

The service charge shall be inclusive of all charges incident to investigating and making the retail installment contract or charge agreement and for the privilege of making the installment payments thereunder and no other fee, expense or charge whatsoever shall be taken, received, reserved or contracted therefor. [1963 c.489 §13]

Source: Section 83.090 — Service charge; other fees , https://www.­oregonlegislature.­gov/bills_laws/ors/ors083.­html (accessed May 26, 2025).
ORS § 72.5140 — OR Code / Title 8 / Chapter 72 / Section 72.5140
72.5140 When documents deliverable on acceptance
Status: in_force

Unless otherwise agreed documents against which a draft is drawn are to be delivered to the drawee on acceptance of the draft if it is payable more than three days after presentment; otherwise, only on payment. [1961 c.726 § 72.5140 (When documents deliverable on acceptance) ]

Source: Section 72.5140 — When documents deliverable on acceptance; when on payment , https://www.­oregonlegislature.­gov/bills_laws/ors/ors072.­html (accessed May 26, 2025).
ORS § 72.4020 — OR Code / Title 8 / Chapter 72 / Section 72.4020
72.4020 Rights of seller’s creditors against sold goods
Status: in_force

(1) Except as provided in subsections (2) and (3) of this section, rights of unsecured creditors of the seller with respect to goods which have been identified to a contract for sale are subject to the buyer’s rights to recover the goods pursuant to ORS 72.5020 (Buyer’s right to goods on seller’s repudiation, failure to deliver or insolvency) and 72.7160 (Buyer’s right to specific performance or replevin) .

(2) A creditor of the seller may treat a sale or an identification of goods to a contract for sale as void if as against the creditor a retention of possession by the seller is fraudulent under any rule of law of the state where the goods are situated, except that retention of possession in good faith and current course of trade by a merchant-seller for a commercially reasonable time after a sale or identification is not fraudulent.

(3) Nothing in this chapter shall be deemed to impair the rights of creditors of the seller:

(a) Under the provisions of ORS chapter 79 on secured transactions; or

(b) Where identification to the contract or delivery is made not in current course of trade but in satisfaction of or as security for a preexisting claim for money, security or the like and is made under circumstances which under any rule of law of the state where the goods are situated would apart from this chapter constitute the transaction a fraudulent transfer or voidable preference. [1961 c.726 § 72.4020 (Rights of seller’s creditors against sold goods) ; 2001 c.445 §136]

Source: Section 72.4020 — Rights of seller’s creditors against sold goods , https://www.­oregonlegislature.­gov/bills_laws/ors/ors072.­html (accessed May 26, 2025).
ORS § 74a.2070 — OR Code / Title 8 / Chapter 74a / Section 74a.2070
74A.2070 Misdescription of beneficiary
Status: in_force

(1) Subject to subsection (2) of this section, if, in a payment order received by the beneficiary’s bank, the name, bank account number, or other identification of the beneficiary refers to a nonexistent or unidentifiable person or account, no person has rights as a beneficiary of the order and acceptance of the order cannot occur.

(2) If a payment order received by the beneficiary’s bank identifies the beneficiary both by name and by an identifying or bank account number and the name and number identify different persons, the following rules apply:

(a) Except as otherwise provided in subsection (3) of this section, if the beneficiary’s bank does not know that the name and number refer to different persons, it may rely on the number as the proper identification of the beneficiary of the order. The beneficiary’s bank need not determine whether the name and number refer to the same person.

(b) If the beneficiary’s bank pays the person identified by name or knows that the name and number identify different persons, no person has rights as beneficiary except the person paid by the beneficiary’s bank if that person was entitled to receive payment from the originator of the funds transfer. If no person has rights as beneficiary, acceptance of the order cannot occur.

(3) If a payment order described in subsection (2) of this section is accepted, the originator’s payment order described the beneficiary inconsistently by name and number and the beneficiary’s bank pays the person identified by number as permitted by subsection (2)(a) of this section, the following rules apply:

(a) If the originator is a bank, the originator is obliged to pay its order; and

(b) If the originator is not a bank and proves that the person identified by number was not entitled to receive payment from the originator, the originator is not obliged to pay its order unless the originator’s bank proves that the originator, before acceptance of the originator’s order, had notice that payment of a payment order issued by the originator might be made by the beneficiary’s bank on the basis of an identifying or bank account number even if it identifies a person different from the named beneficiary. Proof of notice may be made by any admissible evidence. The originator’s bank satisfies the burden of proof if it proves that the originator, before the payment order was accepted, signed a writing stating the information to which the notice relates.

(4) In a case governed by subsection (2)(a) of this section, if the beneficiary’s bank rightfully pays the person identified by number and that person was not entitled to receive payment from the originator, the amount paid may be recovered from that person to the extent allowed by the law governing mistake and restitution as follows:

(a) If the originator is obliged to pay its payment order as stated in subsection (3) of this section, the originator has the right to recover.

(b) If the originator is not a bank and is not obliged to pay its payment order, the originator’s bank has the right to recover. [1991 c.442 §15]

Source: Section 74A.2070 — Misdescription of beneficiary , https://www.­oregonlegislature.­gov/bills_laws/ors/ors74A.­html (accessed May 26, 2025).
ORS § 72a.2140 — OR Code / Title 8 / Chapter 72a / Section 72a.2140
72A.2140 Exclusion or modification of warranties
Status: in_force

(1) Words or conduct relevant to the creation of an express warranty and words or conduct tending to negate or limit a warranty must be construed wherever reasonable as consistent with each other; but, subject to the provisions of ORS 72A.2020 (Final written expression) on parol or extrinsic evidence, negation or limitation is inoperative to the extent that the construction is unreasonable.

(2) Subject to subsection (3) of this section, to exclude or modify the implied warranty of merchantability or any part of it, the language must mention “merchantability,” be by a writing and be conspicuous. Subject to subsection (3) of this section, to exclude or modify any implied warranty of fitness the exclusion must be by a writing and be conspicuous. Language to exclude all implied warranties of fitness is sufficient if it is in writing, is conspicuous and states, for example, “There is no warranty that the goods will be fit for a particular purpose.”

(3) Notwithstanding subsection (2) of this section, but subject to subsection (4) of this section:

(a) Unless the circumstances indicate otherwise, all implied warranties are excluded by the expressions “as is,” or “with all faults,” or by other language that in common understanding calls the lessee’s attention to the exclusion of warranties and makes plain that there is no implied warranty, if in writing and conspicuous;

(b) If the lessee before entering into the lease contract has examined the goods or the sample or model as fully as desired or has refused to examine the goods, there is no implied warranty with regard to defects that an examination ought in the circumstances to have revealed; and

(c) An implied warranty may also be excluded or modified by course of dealing, course of performance or usage of trade.

(4) To exclude or modify a warranty against interference or against infringement as provided in ORS 72A.2110 (Warranties against interference and against infringement) or any part of it, the language must be specific, be by a writing, and be conspicuous, unless the circumstances, including course of performance, course of dealing or usage of trade, give the lessee reason to know that the goods are being leased subject to a claim or interest of any person. [1989 c.676 §23]

Source: Section 72A.2140 — Exclusion or modification of warranties , https://www.­oregonlegislature.­gov/bills_laws/ors/ors72A.­html (accessed May 26, 2025).
ORS § 77.5090 — OR Code / Title 8 / Chapter 77 / Section 77.5090
77.5090 Adequate compliance with commercial contract
Status: in_force

Whether a document of title is adequate to fulfill the obligations of a contract for sale, a contract for lease or the conditions of a letter of credit is determined by ORS chapter 72, 72A or 75. [1961 c.726 § 77.5090 (Adequate compliance with commercial contract) ; 2009 c.181 §85]

WAREHOUSE RECEIPTS AND BILLS OF LADING: MISCELLANEOUS PROVISIONS

Source: Section 77.5090 — Adequate compliance with commercial contract , https://www.­oregonlegislature.­gov/bills_laws/ors/ors077.­html (accessed May 26, 2025).
ORS § 73.0406 — OR Code / Title 8 / Chapter 73 / Section 73.0406
73.0406 Negligence contributing to forged signature or alteration of instrument
Status: in_force

(1) A person whose failure to exercise ordinary care substantially contributes to an alteration of an instrument or to the making of a forged signature on an instrument is precluded from asserting the alteration or the forgery against a person who, in good faith, pays the instrument or takes it for value or for collection.

(2) Under subsection (1) of this section, if the person asserting the preclusion fails to exercise ordinary care in paying or taking the instrument and that failure substantially contributes to loss, the loss is allocated between the person precluded and the person asserting the preclusion according to the extent to which the failure of each to exercise ordinary care contributed to the loss.

(3) Under subsection (1) of this section, the burden of proving failure to exercise ordinary care is on the person asserting the preclusion. Under subsection (2) of this section, the burden of proving failure to exercise ordinary care is on the person precluded. [1993 c.545 §47]

Source: Section 73.0406 — Negligence contributing to forged signature or alteration of instrument , https://www.­oregonlegislature.­gov/bills_laws/ors/ors073.­html (accessed May 26, 2025).
ORS § 72.8150 — OR Code / Title 8 / Chapter 72 / Section 72.8150
72.8150 Service contract in addition to or in lieu of express warranty
Status: in_force

Nothing in ORS 72.8010 (Definitions for ORS 72.8010 to 72.8200) to 72.8200 (Operative dates) prevents the sale of a service contract to the buyer in addition to or in lieu of an express warranty if the contract duly and conspicuously discloses in simple and readily understood language the term, duration and conditions of the contract. [1973 c.413 §13]

Note: See note under 72.8010 (Definitions for ORS 72.8010 to 72.8200) .

Source: Section 72.8150 — Service contract in addition to or in lieu of express warranty , https://www.­oregonlegislature.­gov/bills_laws/ors/ors072.­html (accessed May 26, 2025).
ORS § 78.2050 — OR Code / Title 8 / Chapter 78 / Section 78.2050
78.2050 Effect of unauthorized signature on security certificate
Status: in_force

An unauthorized signature placed on a security certificate before or in the course of issue is ineffective, but the signature is effective in favor of a purchaser for value of the certificated security if the purchaser is without notice of the lack of authority and the signing has been done by:

(1) An authenticating trustee, registrar, transfer agent or other person entrusted by the issuer with the signing of the security certificate or of similar security certificates, or the immediate preparation for signing of any of them; or

(2) An employee of the issuer, or of any of the persons listed in subsection (1) of this section, entrusted with responsible handling of the security certificate. [1961 c.726 § 78.2050 (Effect of unauthorized signature on security certificate) ; 1985 c.676 § 78.2050 (Effect of unauthorized signature on security certificate) ; 1995 c.328 §21]

Source: Section 78.2050 — Effect of unauthorized signature on security certificate , https://www.­oregonlegislature.­gov/bills_laws/ors/ors078.­html (accessed May 26, 2025).
ORS § 72.6110 — OR Code / Title 8 / Chapter 72 / Section 72.6110
72.6110 Retraction of anticipatory repudiation
Status: in_force

(1) Until the repudiating party’s next performance is due the repudiating party can retract the repudiation unless the aggrieved party has since the repudiation canceled or materially changed position or otherwise indicated that the aggrieved party considers the repudiation final.

(2) Retraction may be by any method which clearly indicates to the aggrieved party that the repudiating party intends to perform, but must include any assurance justifiably demanded under the provisions of ORS 72.6090 (Right to adequate assurance of performance) .

(3) Retraction reinstates the repudiating party’s rights under the contract with due excuse and allowance to the aggrieved party for any delay occasioned by the repudiation. [1961 c.726 § 72.6110 (Retraction of anticipatory repudiation) ]

Source: Section 72.6110 — Retraction of anticipatory repudiation , https://www.­oregonlegislature.­gov/bills_laws/ors/ors072.­html (accessed May 26, 2025).
ORS § 73.0204 — OR Code / Title 8 / Chapter 73 / Section 73.0204
73.0204 Indorsement
Status: in_force

(1) “Indorsement” means a signature, other than that of a signer as maker, drawer or acceptor, that alone or accompanied by other words is made on an instrument for the purpose of negotiating the instrument, restricting payment of the instrument or incurring indorser’s liability on the instrument. Regardless of the intent of the signer, a signature and its accompanying words is an indorsement unless the accompanying words, terms of the instrument, place of the signature or other circumstances unambiguously indicate that the signature was made for a purpose other than indorsement. For the purpose of determining whether a signature is made on an instrument, a paper affixed to the instrument is a part of the instrument.

(2) “Indorser” means a person who makes an indorsement.

(3) For the purpose of determining whether the transferee of an instrument is a holder, an indorsement that transfers a security interest in the instrument is effective as an unqualified indorsement of the instrument.

(4) If an instrument is payable to a holder under a name that is not the name of the holder, indorsement may be made by the holder in the name stated in the instrument or in the holder’s name or both, but signature in both names may be required by a person paying or taking the instrument for value or collection. [1993 c.545 §26]

Source: Section 73.0204 — Indorsement , https://www.­oregonlegislature.­gov/bills_laws/ors/ors073.­html (accessed May 26, 2025).
ORS § 83.680 — OR Code / Title 8 / Chapter 83 / Section 83.680
83.680 Waiver of provisions of ORS 83.510 to 83.680
Status: in_force

Any waiver of the provisions of ORS 83.510 (Definitions for ORS 83.510 to 83.680) to 83.680 (Waiver of provisions of ORS 83.510 to 83.680) shall be unenforceable and void. [1957 c.625 §28]

Source: Section 83.680 — Waiver of provisions of ORS 83.510 to 83.680 , https://www.­oregonlegislature.­gov/bills_laws/ors/ors083.­html (accessed May 26, 2025).
ORS § 78.1040 — OR Code / Title 8 / Chapter 78 / Section 78.1040
78.1040 Acquisition of security or financial asset or interest therein
Status: in_force

(1) A person acquires a security or an interest therein under this chapter if:

(a) The person is a purchaser to whom a security is delivered pursuant to ORS 78.3010 (Delivery) ; or

(b) The person acquires a security entitlement to the security pursuant to ORS 78.5010 (Securities account) .

(2) A person acquires a financial asset other than a security or an interest therein under this chapter if the person acquires a security entitlement to the financial asset.

(3) A person who acquires a security entitlement to a security or other financial asset has the rights specified in ORS 78.5010 (Securities account) to 78.5110 (Priority among security interests and entitlement holders) , but is a purchaser of any security, security entitlement or other financial asset held by the securities intermediary only to the extent provided in ORS 78.5030 (Property interest of entitlement holder in financial asset held by securities intermediary) .

(4) Unless the context shows that a different meaning is intended, a person who is required by other law, regulation, rule or agreement to transfer, deliver, present, surrender, exchange or otherwise put in the possession of another person a security or financial asset satisfies that requirement by causing the other person to acquire an interest in the security or financial asset pursuant to subsection (1) or (2) of this section. [1961 c.726 § 78.1040 (Acquisition of security or financial asset or interest therein) ; 1985 c.676 § 78.1040 (Acquisition of security or financial asset or interest therein) ; 1995 c.328 §4]

Source: Section 78.1040 — Acquisition of security or financial asset or interest therein , https://www.­oregonlegislature.­gov/bills_laws/ors/ors078.­html (accessed May 26, 2025).
ORS § 74.2160 — OR Code / Title 8 / Chapter 74 / Section 74.2160
74.2160 Insolvency and preference
Status: in_force

(1) If an item is in or comes into the possession of a payor or collecting bank that suspends payment and the item has not been finally paid, the item must be returned by the receiver, trustee or agent in charge of the closed bank to the presenting bank or the closed bank’s customer.

(2) If a payor bank finally pays an item and suspends payments without making a settlement for the item with its customer or the presenting bank which settlement is or becomes final, the owner of the item has a preferred claim against the payor bank.

(3) If a payor bank gives or a collecting bank gives or receives a provisional settlement for an item and thereafter suspends payments, the suspension does not prevent or interfere with the settlement’s becoming final if the finality occurs automatically upon the lapse of certain time or the happening of certain events.

(4) If a collecting bank receives from subsequent parties settlement for an item, which settlement is or becomes final and the bank suspends payments without making a settlement for the item with its customer which settlement is or becomes final, the owner of the item has a preferred claim against the collecting bank. [1993 c.545 §100]

Source: Section 74.2160 — Insolvency and preference , https://www.­oregonlegislature.­gov/bills_laws/ors/ors074.­html (accessed May 26, 2025).
ORS § 72a.2170 — OR Code / Title 8 / Chapter 72a / Section 72a.2170
72A.2170 Identification
Status: in_force

Identification of goods as goods to which a lease contract refers may be made at any time and in any manner explicitly agreed to by the parties. In the absence of explicit agreement, identification occurs:

(1) When the lease contract is made if the lease contract is for a lease of goods that are existing and identified;

(2) When the goods are shipped, marked or otherwise designated by the lessor as goods to which the lease contract refers, if the lease contract is for a lease of goods that are not existing and identified; or

(3) When the young are conceived, if the lease contract is for a lease of unborn young of animals. [1989 c.676 §26]

Source: Section 72A.2170 — Identification , https://www.­oregonlegislature.­gov/bills_laws/ors/ors72A.­html (accessed May 26, 2025).
ORS § 83.635 — OR Code / Title 8 / Chapter 83 / Section 83.635
83.635 Acceptance of retail installment contract by lender
Status: in_force

If a retail installment contract for the purchase of a motor vehicle meets the requirements of ORS 83.510 (Definitions for ORS 83.510 to 83.680) to 83.680 (Waiver of provisions of ORS 83.510 to 83.680) and contains information required by federal law to be disclosed in a retail installment contract for the purchase of a motor vehicle, the retail installment contract shall be accepted for consideration by any lender, except for lenders licensed and regulated under the provisions of ORS chapter 725, to whom application for credit relating to the retail installment contract is made. [1995 c.519 §2]

Source: Section 83.635 — Acceptance of retail installment contract by lender , https://www.­oregonlegislature.­gov/bills_laws/ors/ors083.­html (accessed May 26, 2025).
ORS § 78.1050 — OR Code / Title 8 / Chapter 78 / Section 78.1050
78.1050 Notice of adverse claim
Status: in_force

(1) A person has notice of an adverse claim if:

(a) The person knows of the adverse claim;

(b) The person is aware of facts sufficient to indicate that there is a significant probability that the adverse claim exists and deliberately avoids information that would establish the existence of the adverse claim; or

(c) The person has a duty, imposed by statute or regulation, to investigate whether an adverse claim exists, and the investigation so required would establish the existence of the adverse claim.

(2) Having knowledge that a financial asset or interest therein is or has been transferred by a representative imposes no duty of inquiry into the rightfulness of a transaction and is not notice of an adverse claim. However, a person who knows that a representative has transferred a financial asset or interest therein in a transaction that is, or whose proceeds are being used, for the individual benefit of the representative or otherwise in breach of duty has notice of an adverse claim.

(3) An act or event that creates a right to immediate performance of the principal obligation represented by a security certificate or sets a date on or after which the certificate is to be presented or surrendered for redemption or exchange does not itself constitute notice of an adverse claim except in the case of a transfer more than:

(a) One year after a date set for presentment or surrender for redemption or exchange; or

(b) Six months after a date set for payment of moneys against presentation or surrender of the certificate, if moneys were available for payment on that date.

(4) A purchaser of a certificated security has notice of an adverse claim if the security certificate:

(a) Whether in bearer or registered form, has been indorsed “for collection” or “for surrender” or for some other purpose not involving transfer; or

(b) Is in bearer form and has on it an unambiguous statement that it is the property of a person other than the transferor. The mere writing of a name on the certificate is not such a statement.

(5) Filing of a financing statement under ORS chapter 79 is not notice of an adverse claim to a financial asset. [1961 c.726 § 78.1050 (Notice of adverse claim) ; 1985 c.676 § 78.1050 (Notice of adverse claim) ; 1995 c.328 §5]

Source: Section 78.1050 — Notice of adverse claim , https://www.­oregonlegislature.­gov/bills_laws/ors/ors078.­html (accessed May 26, 2025).
ORS § 74a.5060 — OR Code / Title 8 / Chapter 74a / Section 74a.5060
74A.5060 Rate of interest
Status: in_force

(1) If, under this chapter, a receiving bank is obliged to pay interest with respect to a payment order issued to the bank, the amount payable may be determined:

(a) By agreement of the sender and receiving bank; or

(b) By a funds-transfer system rule if the payment order is transmitted through a funds-transfer system.

(2) If the amount of interest is not determined by an agreement or rule as stated in subsection (1) of this section, the amount is calculated by multiplying the applicable Federal Funds rate by the amount on which interest is payable, and then multiplying the product by the number of days for which interest is payable. The applicable Federal Funds rate is the average of the Federal Funds rates published by the Federal Reserve Bank of New York for each of the days for which interest is payable divided by 360. The Federal Funds rate for any day on which a published rate is not available is the same as the published rate for the next preceding day for which there is a published rate. If a receiving bank that accepted a payment order is required to refund payment to the sender of the order because the funds transfer was not completed, but the failure to complete was not due to any fault by the bank, the interest payable is reduced by a percentage equal to the reserve requirement on deposits of the receiving bank. [1991 c.442 §37]

Source: Section 74A.5060 — Rate of interest , https://www.­oregonlegislature.­gov/bills_laws/ors/ors74A.­html (accessed May 26, 2025).
ORS § 83.020 — OR Code / Title 8 / Chapter 83 / Section 83.020
83.020 Retail installment contract requirements
Status: in_force

(1) Except as provided in subsections (2) and (3) of this section, every retail installment contract shall be contained in a single document which shall contain the entire agreement of the parties including any promissory notes or other evidences of indebtedness between the parties relating to the transaction, except as provided in ORS 83.040 (Subsequent purchases under original contract) , 83.050 (Contracts completed by mail and based on catalog of seller) and 83.140 (Consolidation of purchases with prior contract) .

(2) Where the buyer’s obligation to pay the time balance is represented by a promissory note secured by a chattel mortgage, the promissory note may be a separate instrument if the mortgage recites the amount and terms of payment of such note and the promissory note recites that it is secured by a mortgage.

(3) In a transaction involving the repair, alteration or improvement upon or in connection with real property, the contract may be secured by a mortgage on the real property contained in a separate document. Home improvement retail sales transactions which are financed or insured by the Federal Housing Administration are not subject to ORS 83.010 (Definitions for ORS 83.010 to 83.190) to 83.190 (Civil penalties) .

(4) The contract shall be dated, signed by the retail buyer and completed as to all essential provisions, except as otherwise provided in ORS 83.050 (Contracts completed by mail and based on catalog of seller) and 83.060 (Filling blanks) . The printed or typed portion of the contract, other than instructions for completion, shall be in a size equal to at least 8-point type. [1963 c.489 §2]

Source: Section 83.020 — Retail installment contract requirements; exceptions , https://www.­oregonlegislature.­gov/bills_laws/ors/ors083.­html (accessed May 26, 2025).
ORS § 83.560 — OR Code / Title 8 / Chapter 83 / Section 83.560
83.560 Finance charge
Status: in_force

A motor vehicle dealer may, in a retail installment contract, contract for and charge, receive and collect a finance charge agreed upon by the motor vehicle dealer and buyer. [1957 c.625 §§19,20,21; 1979 c.816 §3; 1981 c.412 §2; 2001 c.117 §7]

Source: Section 83.560 — Finance charge , https://www.­oregonlegislature.­gov/bills_laws/ors/ors083.­html (accessed May 26, 2025).
ORS § 79.0608 — OR Code / Title 8 / Chapter 79 / Section 79.0608
79.0608 UCC 9-608. Application of proceeds of collection or enforcement
Status: in_force

(1) If a security interest or agricultural lien secures payment or performance of an obligation, the following rules apply:

(a) A secured party shall apply or pay over for application the cash proceeds of collection or enforcement under ORS 79.0607 (UCC 9-607. Collection and enforcement by secured party) in the following order to:

(A) The reasonable expenses of collection and enforcement and, to the extent provided for by agreement and not prohibited by law, reasonable attorney fees and legal expenses incurred by the secured party;

(B) The satisfaction of obligations secured by the security interest or agricultural lien under which the collection or enforcement is made; and

(C) The satisfaction of obligations secured by any subordinate security interest in or other lien on the collateral subject to the security interest or agricultural lien under which the collection or enforcement is made if the secured party receives an authenticated demand for proceeds before distribution of the proceeds is completed.

(b) If requested by a secured party, a holder of a subordinate security interest or other lien shall furnish reasonable proof of the interest or lien within a reasonable time. Unless the holder complies, the secured party need not comply with the holder’s demand under paragraph (a)(C) of this subsection.

(c) A secured party need not apply or pay over for application noncash proceeds of collection and enforcement under ORS 79.0607 (UCC 9-607. Collection and enforcement by secured party) unless the failure to do so would be commercially unreasonable. A secured party that applies or pays over for application noncash proceeds shall do so in a commercially reasonable manner.

(d) A secured party shall account to and pay a debtor for any surplus, and the obligor is liable for any deficiency.

(2) If the underlying transaction is a sale of accounts, chattel paper, payment intangibles or promissory notes, the debtor is not entitled to any surplus and the obligor is not liable for any deficiency. [2001 c.445 §106]

Source: Section 79.0608 — UCC 9-608. Application of proceeds of collection or enforcement; liability for deficiency and right to surplus , https://www.­oregonlegislature.­gov/bills_laws/ors/ors079.­html (accessed May 26, 2025).
ORS § 72a.5295 — OR Code / Title 8 / Chapter 72a / Section 72a.5295
72A.5295 Lessor’s recovery for loss of or damage to residual interest in goods
Status: in_force

In addition to any other recovery permitted by this chapter or other law, the lessor may recover from the lessee an amount that will fully compensate the lessor for any loss of or damage to the lessor’s residual interest in the goods caused by the default of the lessee. [1993 c.646 §21]

Source: Section 72A.5295 — Lessor’s recovery for loss of or damage to residual interest in goods , https://www.­oregonlegislature.­gov/bills_laws/ors/ors72A.­html (accessed May 26, 2025).
ORS § 79.0316 — OR Code / Title 8 / Chapter 79 / Section 79.0316
79.0316 UCC 9-316. Effect of change in governing law
Status: in_force

(1) A security interest perfected pursuant to the law of the jurisdiction designated in ORS 79.0301 (UCC 9-301. Law governing perfection and priority of security interests) (1) or 79.0305 (UCC 9-305. Law governing perfection and priority of security interests in investment property) (3) remains perfected until the earliest of:

(a) The time perfection would have ceased under the law of that jurisdiction;

(b) The expiration of four months after a change of the debtor’s location to another jurisdiction; or

(c) The expiration of one year after a transfer of collateral to a person that thereby becomes a debtor and is located in another jurisdiction.

(2) If a security interest described in subsection (1) of this section becomes perfected under the law of the other jurisdiction before the earliest time or event described in that subsection, it remains perfected thereafter. If the security interest does not become perfected under the law of the other jurisdiction before the earliest time or event, it becomes unperfected and is deemed never to have been perfected as against a purchaser of the collateral for value.

(3) A possessory security interest in collateral, other than goods covered by a certificate of title, a manufactured structure or as-extracted collateral consisting of goods, remains continuously perfected if:

(a) The collateral is located in one jurisdiction and subject to a security interest perfected under the law of that jurisdiction;

(b) Thereafter the collateral is brought into another jurisdiction; and

(c) Upon entry into the other jurisdiction, the security interest is perfected under the law of the other jurisdiction.

(4) Except as otherwise provided in subsection (5) of this section, a security interest in goods covered by a certificate of title or in a manufactured structure that is perfected by any method under the law of another jurisdiction when the goods become covered by a certificate of title or a manufactured structure ownership document or deed record in this state remains perfected until the security interest would have become unperfected under the law of the other jurisdiction had the goods not become so covered.

(5) A security interest described in subsection (4) of this section becomes unperfected as against a purchaser of the goods for value and is deemed never to have been perfected as against a purchaser of the goods for value if the applicable requirements for perfection under ORS 79.0311 (UCC 9-311. Perfection of security interests in property subject to certain statutes, regulations and treaties) (2) or 79.0313 (UCC 9-313. When possession by or delivery to secured party perfects security interest without filing) are not satisfied before the earlier of:

(a) The time the security interest would have become unperfected under the law of the other jurisdiction had the goods not become covered by a certificate of title or a manufactured structure ownership document or deed record in this state; or

(b) The expiration of four months after the goods had become so covered.

(6) A security interest in deposit accounts, letter-of-credit rights or investment property which is perfected under the law of the bank’s jurisdiction, the issuer’s jurisdiction, a nominated person’s jurisdiction, the securities intermediary’s jurisdiction or the commodity intermediary’s jurisdiction, as applicable, remains perfected until the earlier of:

(a) The time the security interest would have become unperfected under the law of that jurisdiction; or

(b) The expiration of four months after a change of the applicable jurisdiction to another jurisdiction.

(7) If a security interest described in subsection (6) of this section becomes perfected under the law of the other jurisdiction before the earlier of the time or the end of the period described in subsection (6) of this section, it remains perfected thereafter. If the security interest does not become perfected under the law of the other jurisdiction before the earlier of that time or the end of that period, it becomes unperfected and is deemed never to have been perfected as against a purchaser of the collateral for value.

(8) The following rules apply to collateral to which a security interest attaches within four months after the debtor changes the debtor’s location to another jurisdiction:

(a) A financing statement filed before the change pursuant to the law of the jurisdiction designated in ORS 79.0301 (UCC 9-301. Law governing perfection and priority of security interests) (1) or 79.0305 (UCC 9-305. Law governing perfection and priority of security interests in investment property) (3) is effective to perfect a security interest in the collateral if the financing statement would have been effective to perfect a security interest in the collateral had the debtor not changed the debtor’s location.

(b) If a security interest perfected by a financing statement that is effective under paragraph (a) of this subsection becomes perfected under the law of the other jurisdiction before the earlier of the time the financing statement would have become ineffective under the law of the jurisdiction designated in ORS 79.0301 (UCC 9-301. Law governing perfection and priority of security interests) (1) or 79.0305 (UCC 9-305. Law governing perfection and priority of security interests in investment property) (3), or the expiration of the four-month period, it remains perfected thereafter. If the security interest does not become perfected under the law of the other jurisdiction before the earlier time or event, it becomes unperfected and is deemed never to have been perfected as against a purchaser of the collateral for value.

(9) If a financing statement naming an original debtor is filed pursuant to the law of the jurisdiction designated in ORS 79.0301 (UCC 9-301. Law governing perfection and priority of security interests) (1) or 79.0305 (UCC 9-305. Law governing perfection and priority of security interests in investment property) (3) and the new debtor in another jurisdiction, the following rules apply:

(a) The financing statement is effective to perfect a security interest in collateral acquired by the new debtor before, and within four months after, the new debtor becomes bound under ORS 79.0203 (UCC 9-203. Attachment and enforceability of security interest) (4) if the financing statement would have been effective to perfect a security interest in the collateral had the collateral been acquired by the original debtor.

(b) A security interest perfected by the financing statement and that becomes perfected under the law of the other jurisdiction before the earlier of the time the financing statement would have become ineffective under the law of the jurisdiction designated in ORS 79.0301 (UCC 9-301. Law governing perfection and priority of security interests) (1) or 79.0305 (UCC 9-305. Law governing perfection and priority of security interests in investment property) (3), or the expiration of the four-month period, remains perfected thereafter. A security interest that is perfected by the financing statement but that does not become perfected under the law of the other jurisdiction before the earlier time or event becomes unperfected and is deemed never to have been perfected as against a purchaser of the collateral for value. [2001 c.445 §36; 2003 c.655 §52; 2012 c.12 §6]

Source: Section 79.0316 — UCC 9-316. Effect of change in governing law , https://www.­oregonlegislature.­gov/bills_laws/ors/ors079.­html (accessed May 26, 2025).
ORS § 77.1020 — OR Code / Title 8 / Chapter 77 / Section 77.1020
77.1020 Definitions and index of definitions
Status: in_force

(1) In this chapter, unless the context otherwise requires:

(a) “Bailee” means a person that by a warehouse receipt, bill of lading or other document of title acknowledges possession of goods and contracts to deliver them.

(b) “Carrier” means a person that issues a bill of lading.

(c) “Consignee” means a person named in a bill of lading to which or to whose order the bill promises delivery.

(d) “Consignor” means a person named in a bill of lading as the person from which the goods have been received for shipment.

(e) “Delivery order” means a record that contains an order to deliver goods directed to a warehouse, carrier or other person that in the ordinary course of business issues warehouse receipts or bills of lading.

(f) “Goods” means all things that are treated as movable for the purposes of a contract for storage or transportation.

(g) “Issuer” means a bailee that issues a document of title or, in the case of an unaccepted delivery order, the person that orders the possessor of goods to deliver. The term includes a person for which an agent or employee purports to act in issuing a document if the agent or employee has real or apparent authority to issue documents, even if the issuer did not receive any goods, the goods were misdescribed, or in any other respect the agent or employee violated the issuer’s instructions.

(h) “Person entitled under the document” means the holder, in the case of a negotiable document of title, or the person to which delivery of the goods is to be made by the terms of, or pursuant to instructions in a record under, a nonnegotiable document of title.

(i) “Record” means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form.

(j) “Sign” means, with present intent to authenticate or adopt a record:

(A) To execute or adopt a tangible symbol; or

(B) To attach to or logically associate with the record an electronic sound, symbol or process.

(k) “Shipper” means a person that enters into a contract of transportation with a carrier.

(L) “Warehouse” means a person engaged in the business of storing goods for hire.

(2) Definitions in other chapters applying to this chapter and the sections in which they appear are:

(a) “Contract for sale,” as defined in ORS 72.1060 (Definitions: “contract”) .

(b) “Lessee in the ordinary course of business,” as defined in ORS 72A.1030 (Definitions and index of definitions) .

(c) “Receipt” of goods, as defined in ORS 72.1030 (Definitions and index of definitions) .

(3) In addition, ORS chapter 71 contains general definitions and principles of construction and interpretation applicable throughout this chapter. [1961 c.726 § 77.1020 (Definitions and index of definitions) ; 2009 c.181 §50]

Source: Section 77.1020 — Definitions and index of definitions , https://www.­oregonlegislature.­gov/bills_laws/ors/ors077.­html (accessed May 26, 2025).
ORS § 78.5020 — OR Code / Title 8 / Chapter 78 / Section 78.5020
78.5020 Assertion of adverse claim against entitlement holder
Status: in_force

An action based on an adverse claim to a financial asset, whether framed in conversion, replevin, constructive trust, equitable lien or other theory, may not be asserted against a person who acquires a security entitlement under ORS 78.5010 (Securities account) for value and without notice of the adverse claim. [1995 c.328 §42]

Source: Section 78.5020 — Assertion of adverse claim against entitlement holder , https://www.­oregonlegislature.­gov/bills_laws/ors/ors078.­html (accessed May 26, 2025).
ORS § 74a.2050 — OR Code / Title 8 / Chapter 74a / Section 74a.2050
74A.2050 Erroneous payment orders
Status: in_force

(1) The rules stated in subsection (2) of this section apply if an accepted payment order was transmitted pursuant to a security procedure for the detection of error and the payment order:

(a) Erroneously instructed payment to a beneficiary not intended by the sender;

(b) Erroneously instructed payment in an amount greater than the amount intended by the sender; or

(c) Was an erroneously transmitted duplicate of a payment order previously sent by the sender.

(2) Intentionally left blank —Ed.

(a) If the sender proves that the sender or a person acting on behalf of the sender pursuant to ORS 74A.2060 (Transmission of payment order through funds transfer or other communication system) complied with the security procedure and that the error would have been detected if the receiving bank had also complied, the sender is not obliged to pay the order to the extent stated in paragraphs (b) and (c) of this subsection.

(b) If the funds transfer is completed on the basis of an erroneous payment order described in subsection (1)(a) or (c) of this section, the sender is not obliged to pay the order and the receiving bank is entitled to recover from the beneficiary any amount paid to the beneficiary to the extent allowed by the law governing mistake and restitution.

(c) If the funds transfer is completed on the basis of a payment order described in subsection (1)(b) of this section, the sender is not obliged to pay the order to the extent the amount received by the beneficiary is greater than the amount intended by the sender. In that case, the receiving bank is entitled to recover from the beneficiary the excess amount received to the extent allowed by the law governing mistake and restitution.

(3) If the sender of an erroneous payment order described in subsection (1) of this section is not obliged to pay all or part of the order, and the sender receives notification from the receiving bank that the order was accepted by the bank or that the sender’s account was debited with respect to the order, the sender has a duty to exercise ordinary care, on the basis of information available to the sender, to discover the error with respect to the order and to advise the bank of the relevant facts within a reasonable time, not exceeding 90 days, after the bank’s notification was received by the sender. If the bank proves that the sender failed to perform that duty, the sender is liable to the bank for the loss the bank proves it incurred as a result of the failure, but the liability of the sender may not exceed the amount of the sender’s order.

(4) This section applies to amendments to payment orders to the same extent it applies to payment orders. [1991 c.442 §13]

Source: Section 74A.2050 — Erroneous payment orders , https://www.­oregonlegislature.­gov/bills_laws/ors/ors74A.­html (accessed May 26, 2025).
ORS § 73.0102 — OR Code / Title 8 / Chapter 73 / Section 73.0102
73.0102 Application of chapter
Status: in_force

(1) This chapter applies to negotiable instruments. This chapter does not apply to money, to payment orders governed by ORS chapter 74, or to securities governed by ORS chapter 78.

(2) If there is conflict between this chapter and ORS chapter 74 or 79, ORS chapter 74 or 79 shall govern.

(3) Regulations of the Board of Governors of the Federal Reserve System and operating circulars of the Federal Reserve Banks supersede any inconsistent provision of this chapter to the extent of the inconsistency. [1993 c.545 §5; 1995 c.79 §24]

Source: Section 73.0102 — Application of chapter , https://www.­oregonlegislature.­gov/bills_laws/ors/ors073.­html (accessed May 26, 2025).
ORS § 72.7150 — OR Code / Title 8 / Chapter 72 / Section 72.7150
72.7150 Buyer’s incidental and consequential damages
Status: in_force

(1) Incidental damages resulting from the seller’s breach include expenses reasonably incurred in inspection, receipt, transportation and care and custody of goods rightfully rejected, any commercially reasonable charges, expenses or commissions in connection with effecting cover and any other reasonable expense incident to the delay or other breach.

(2) Consequential damages resulting from the seller’s breach include:

(a) Any loss resulting from general or particular requirements and needs of which the seller at the time of contracting had reason to know and which could not reasonably be prevented by cover or otherwise; and

(b) Injury to person or property proximately resulting from any breach of warranty. [1961 c.726 § 72.7150 (Buyer’s incidental and consequential damages) ]

Source: Section 72.7150 — Buyer’s incidental and consequential damages , https://www.­oregonlegislature.­gov/bills_laws/ors/ors072.­html (accessed May 26, 2025).
ORS § 72a.5230 — OR Code / Title 8 / Chapter 72a / Section 72a.5230
72A.5230 Lessor’s remedies
Status: in_force

(1) If a lessee wrongfully rejects or revokes acceptance of goods or fails to make a payment when due or repudiates with respect to a part or the whole, then with respect to any goods involved, and with respect to all of the goods if under an installment lease contract the value of the whole lease contract is substantially impaired as provided under ORS 72A.5100 (Installment lease contracts) , the lessee is in default under the lease contract and the lessor may:

(a) Cancel the lease contract as provided in ORS 72A.5050 (Cancellation and termination and effect of cancellation, termination, rescission or fraud on rights and remedies) ;

(b) Proceed respecting goods not identified to the lease contract as provided in ORS 72A.5240 (Lessor’s right to identify goods to lease contract) ;

(c) Withhold delivery of the goods and take possession of goods previously delivered as provided in ORS 72A.5250 (Lessor’s right to possession of goods) ;

(d) Stop delivery of the goods by any bailee as provided in ORS 72A.5260 (Lessor’s stoppage of delivery in transit or otherwise) ;

(e) Dispose of the goods and recover damages as provided in ORS 72A.5270 (Lessor’s rights to dispose of goods) , retain the goods and recover damages as provided in ORS 72A.5280 (Lessor’s damages for default) , or in a proper case recover rent as provided in ORS 72A.5290 (Lessor’s action for the rent) ; or

(f) Exercise any other rights or pursue any other remedies provided in the lease contract.

(2) If a lessor does not fully exercise a right or obtain a remedy to which the lessor is entitled under subsection (1) of this section, the lessor may recover the loss resulting in the ordinary course of events from the lessee’s default as determined in any reasonable manner, together with incidental damages, less expenses saved in consequence of the lessee’s default.

(3) If a lessee is otherwise in default under a lease contract, the lessor may exercise the rights and pursue the remedies provided in the lease contract, which may include a right to cancel the lease. In addition, unless otherwise provided in the lease contract:

(a) If the default substantially impairs the value of the lease contract to the lessor, the lessor may exercise the rights and pursue the remedies provided in subsection (1) or (2) of this section; or

(b) If the default does not substantially impair the value of the lease contract to the lessor, the lessor may recover as provided in subsection (2) of this section. [1989 c.676 §70; 1993 c.646 §15; 1995 c.79 §22]

Source: Section 72A.5230 — Lessor’s remedies , https://www.­oregonlegislature.­gov/bills_laws/ors/ors72A.­html (accessed May 26, 2025).
ORS § 79.0319 — OR Code / Title 8 / Chapter 79 / Section 79.0319
79.0319 UCC 9-319. Rights and title of consignee with respect to creditors and purchasers
Status: in_force

(1) Except as otherwise provided in subsection (2) of this section, for purposes of determining the rights of creditors of, and purchasers for value of goods from, a consignee, while the goods are in the possession of the consignee, the consignee is deemed to have rights and title to the goods identical to those the consignor had or had power to transfer.

(2) For purposes of determining the rights of a creditor of a consignee, law other than this chapter determines the rights and title of a consignee while goods are in the consignee’s possession if, under ORS 79.0301 (UCC 9-301. Law governing perfection and priority of security interests) to 79.0342 (UCC 9-342. Bank’s right to refuse to enter into or disclose existence of control agreement) , a perfected security interest held by the consignor would have priority over the rights of the creditor. [2001 c.445 §39]

Source: Section 79.0319 — UCC 9-319. Rights and title of consignee with respect to creditors and purchasers , https://www.­oregonlegislature.­gov/bills_laws/ors/ors079.­html (accessed May 26, 2025).
ORS § 78.4060 — OR Code / Title 8 / Chapter 78 / Section 78.4060
78.4060 Obligation to notify issuer of lost, destroyed or wrongfully taken security certificate
Status: in_force

If a security certificate has been lost, apparently destroyed or wrongfully taken, and the owner fails to notify the issuer of that fact within a reasonable time after the owner has notice of it and the issuer registers a transfer of the security before receiving notification, the owner may not assert against the issuer a claim for registering the transfer under ORS 78.4040 (Wrongful registration) or a claim to a new security certificate under ORS 78.4050 (Replacement of lost, destroyed or wrongfully taken security certificate) . [1961 c.726 § 78.4060 (Obligation to notify issuer of lost, destroyed or wrongfully taken security certificate) ; 1985 c.676 § 78.4060 (Obligation to notify issuer of lost, destroyed or wrongfully taken security certificate) ; 1995 c.328 §39]

Source: Section 78.4060 — Obligation to notify issuer of lost, destroyed or wrongfully taken security certificate , https://www.­oregonlegislature.­gov/bills_laws/ors/ors078.­html (accessed May 26, 2025).
ORS § 82.010 — OR Code / Title 8 / Chapter 82 / Section 82.010
82.010 Legal rate of interest
Status: in_force

(1) The rate of interest for the following transactions, if the parties have not otherwise agreed to a rate of interest, is nine percent per annum and is payable on:

(a) All moneys after they become due; but open accounts bear interest from the date of the last item thereof.

(b) Money received to the use of another and retained beyond a reasonable time without the owner’s express or implied consent.

(c) Money due or to become due where there is a contract to pay interest and no rate specified.

(2) Except as provided in this subsection, the rate of interest on judgments for the payment of money is nine percent per annum. The following apply as described:

(a) Interest on a judgment under this subsection accrues from the date of the entry of the judgment unless the judgment specifies another date.

(b) Interest on a judgment under this subsection is simple interest, unless otherwise provided by contract.

(c) Interest accruing from the date of the entry of a judgment shall also accrue on interest that accrued before the date of entry of a judgment.

(d) Interest under this subsection shall also accrue on attorney fees and costs entered as part of the judgment.

(e) A judgment on a contract bearing more than nine percent interest shall bear interest at the same rate provided in the contract as of the date of entry of the judgment.

(f) The rate of interest on a judgment rendered in favor of a plaintiff in a civil action to recover damages for injuries resulting from the professional negligence of a person licensed by the Oregon Medical Board under ORS chapter 677 or the Oregon State Board of Nursing under ORS 678.010 (Definitions for ORS 678.010 to 678.410) to 678.410 (Fees) is the lesser of five percent per annum or three percent in excess of the discount rate in effect at the Federal Reserve Bank in the Federal Reserve district where the injuries occurred.

(3) Except as provided in ORS 82.025 (Exemptions from application of ORS 82.010 (3) and (4) and 82.020) , no person shall:

(a) Make a business or agricultural loan of $50,000 or less at an annual rate of interest exceeding the greater of 12 percent, or five percent in excess of the discount rate, including any surcharge on the discount rate, on 90-day commercial paper in effect at the Federal Reserve Bank in the Federal Reserve district where the person making the loan is located, on the date the loan or the initial advance of funds under the loan is made; or

(b) Make a loan of $50,000 or less, except a loan made under paragraph (a) of this subsection, at an annual rate of interest exceeding the greater of 12 percent, or five percent in excess of the discount rate on 90-day commercial paper in effect at the Federal Reserve Bank in the Federal Reserve district where the person making the loan is located, on the date the loan or the initial advance of funds under the loan is made.

(4) Any person who violates subsection (3) of this section shall forfeit the right to collect or receive any interest upon any loan for which a greater rate of interest or consideration than is permitted by subsection (3) of this section has been charged, contracted for or received. The borrower upon such loan shall be required to repay only the principal amount borrowed. [Amended by 1959 c.365 §a; 1973 c.198 §1; 1975 c.61 §1; 1977 c.791 §1; 1979 c.655 §1; 1979 c.794 §1; 1981 c.412 §1; 1987 c.215 §18; 1987 c.873 §26; 2003 c.774 §1]

Source: Section 82.010 — Legal rate of interest; effect of violation , https://www.­oregonlegislature.­gov/bills_laws/ors/ors082.­html (accessed May 26, 2025).
ORS § 72.3250 — OR Code / Title 8 / Chapter 72 / Section 72.3250
72.3250 “Letter of credit” term
Status: in_force

(1) Failure of the buyer seasonably to furnish an agreed letter of credit is a breach of the contract for sale.

(2) The delivery to seller of a proper letter of credit suspends the buyer’s obligation to pay. If the letter of credit is dishonored, the seller may on seasonable notification to the buyer require payment directly from the buyer.

(3) Unless otherwise agreed the term “letter of credit” or “banker’s credit” in a contract for sale means an irrevocable credit issued by a financing agency of good repute and, where the shipment is overseas, of good international repute. The term “confirmed credit” means that the credit must also carry the direct obligation of such an agency which does business in the seller’s financial market. [1961 c.726 § 72.3250 (“Letter of credit” term) ]

Source: Section 72.3250 — “Letter of credit” term; “confirmed credit.” , https://www.­oregonlegislature.­gov/bills_laws/ors/ors072.­html (accessed May 26, 2025).
ORS § 73.0111 — OR Code / Title 8 / Chapter 73 / Section 73.0111
73.0111 Place of payment
Status: in_force

Except as otherwise provided for items in ORS chapter 74, an instrument is payable at the place of payment stated in the instrument. If no place of payment is stated, an instrument is payable at the address of the drawee or maker stated in the instrument. If no address is stated, the place of payment is the place of business of the drawee or maker. If a drawee or maker has more than one place of business, the place of payment is any place of business of the drawee or maker chosen by the person entitled to enforce the instrument. If the drawee or maker has no place of business, the place of payment is the residence of the drawee or maker. [1993 c.545 §14]

Source: Section 73.0111 — Place of payment , https://www.­oregonlegislature.­gov/bills_laws/ors/ors073.­html (accessed May 26, 2025).
ORS § 84.061 — OR Code / Title 8 / Chapter 84 / Section 84.061
84.061 Federal electronic signatures law partially superseded
Status: in_force

ORS 84.001 (Short title) to 84.061 (Federal electronic signatures law partially superseded) constitute the adoption of the Uniform Electronic Transactions Act as approved and recommended for enactment by the National Conference of Commissioners on Uniform State Laws in 1999 and supersede the provisions of section 101 of the federal Electronic Signatures in Global and National Commerce Act (P.L. 106-229) in accordance with section 102(a) of the federal Act. [2001 c.535 §21]

Source: Section 84.061 — Federal electronic signatures law partially superseded , https://www.­oregonlegislature.­gov/bills_laws/ors/ors084.­html (accessed May 26, 2025).
ORS § 79.0528 — OR Code / Title 8 / Chapter 79 / Section 79.0528
79.0528 Liability of Secretary of State
Status: in_force

Except as provided in ORS 30.260 (Definitions for ORS 30.260 to 30.300) to 30.300 (ORS 30.260 to 30.300 exclusive) , the Secretary of State and the secretary’s officers and employees shall not be liable to debtors, secured parties or any other person in administering this chapter or ORS 80.100 (Definitions for ORS 80.100 to 80.130) to 80.130 (Place to register as buyer of farm product, commission merchant or selling agent) . [Formerly 79.8010]

Source: Section 79.0528 — Liability of Secretary of State , https://www.­oregonlegislature.­gov/bills_laws/ors/ors079.­html (accessed May 26, 2025).
ORS § 74a.4040 — OR Code / Title 8 / Chapter 74a / Section 74a.4040
74A.4040 Obligation of beneficiary’s bank to pay and give notice to beneficiary
Status: in_force

(1) Subject to ORS 74A.2110 (Cancellation and amendment of payment order) (5) and 74A.4050 (Payment by beneficiary’s bank to beneficiary) (4) and (5), if a beneficiary’s bank accepts a payment order, the bank is obliged to pay the amount of the order to the beneficiary of the order. Payment is due on the payment date of the order, but if acceptance occurs on the payment date after the close of the funds-transfer business day of the bank, payment is due on the next funds-transfer business day. If the bank refuses to pay after demand by the beneficiary and receipt of notice of particular circumstances that will give rise to consequential damages as a result of nonpayment, the beneficiary may recover damages resulting from the refusal to pay to the extent the bank had notice of the damages, unless the bank proves that it did not pay because of a reasonable doubt concerning the right of the beneficiary to payment.

(2) If a payment order accepted by the beneficiary’s bank instructs payment to an account of the beneficiary, the bank is obliged to notify the beneficiary of receipt of the order before midnight of the next funds-transfer business day following the payment date. If the payment order does not instruct payment to an account of the beneficiary, the bank is required to notify the beneficiary only if notice is required by the order. Notice may be given by first class mail or any other means reasonable in the circumstances. If the bank fails to give the required notice, the bank is obliged to pay interest to the beneficiary on the amount of the payment order from the day notice should have been given until the day the beneficiary learned of receipt of the payment order by the bank. No other damages are recoverable. The court may award reasonable attorney fees to the prevailing party in an action to recover interest owing by reason of the provisions of this subsection.

(3) The right of a beneficiary to receive payment and damages as stated in subsection (1) of this section may not be varied by agreement or a funds-transfer system rule. The right of a beneficiary to be notified as stated in subsection (2) of this section may be varied by agreement of the beneficiary or by a funds-transfer system rule if the beneficiary is notified of the rule before initiation of the funds transfer. [1991 c.442 §29; 1995 c.618 §45]

Source: Section 74A.4040 — Obligation of beneficiary’s bank to pay and give notice to beneficiary , https://www.­oregonlegislature.­gov/bills_laws/ors/ors74A.­html (accessed May 26, 2025).
ORS § 72.3110 — OR Code / Title 8 / Chapter 72 / Section 72.3110
72.3110 Options and cooperation respecting performance
Status: in_force

(1) An agreement for sale which is otherwise sufficiently definite to be a contract within ORS 72.2040 (Formation in general) (3) is not made invalid by the fact that it leaves particulars of performance to be specified by one of the parties. Any such specification must be made in good faith and within limits set by commercial reasonableness.

(2) Unless otherwise agreed specifications relating to assortment of the goods are at the buyer’s option and except as otherwise provided in ORS 72.3190 (F.O.B. and F.A.S. terms) (1)(c) and 72.3190 (F.O.B. and F.A.S. terms) (3) specifications or arrangements relating to shipment are at the seller’s option.

(3) Where such specification would materially affect the other party’s performance but is not seasonably made or where one party’s cooperation is necessary to the agreed performance of the other but is not seasonably forthcoming, the other party in addition to all other remedies:

(a) Is excused for any resulting delay in the performance of that party; and

(b) May also either proceed to perform in any reasonable manner or after the time for a material part of the performance of that party treat the failure to specify or to cooperate as a breach by failure to deliver or accept the goods. [1961 c.726 § 72.3110 (Options and cooperation respecting performance) ]

Source: Section 72.3110 — Options and cooperation respecting performance , https://www.­oregonlegislature.­gov/bills_laws/ors/ors072.­html (accessed May 26, 2025).
ORS § 72.8090 — OR Code / Title 8 / Chapter 72 / Section 72.8090
72.8090 Form of express warranty
Status: in_force

(1) Each manufacturer, distributor or retailer who makes an express warranty with respect to a consumer good shall set the warranty forth fully in readily understood language and shall clearly identify the party making the warranty.

(2) Each manufacturer, distributor or retailer who makes an express warranty and maintains a service and repair facility within this state pursuant to ORS 72.8100 (Manufacturer’s service and repair) shall:

(a) At the time of sale provide the buyer with the name and address of all such service and repair facilities;

(b) At the time of sale provide the buyer with the name, address and telephone number of a service and repair facility central directory within this state, or the toll-free telephone number of a service and repair facility central directory outside this state. It shall be the duty of the central directory, upon inquiry, to provide the name and address of the authorized service and repair facility nearest the buyer; or

(c) Maintain at the premises of the retail seller a current listing of authorized service and repair facilities within this state or retail sellers within this state to whom the consumer good may be returned for service and repair. [1973 c.413 §9]

Note: See note under 72.8010 (Definitions for ORS 72.8010 to 72.8200) .

Source: Section 72.8090 — Form of express warranty; designation of service and repair facilities , https://www.­oregonlegislature.­gov/bills_laws/ors/ors072.­html (accessed May 26, 2025).
ORS § 73.0504 — OR Code / Title 8 / Chapter 73 / Section 73.0504
73.0504 Excused presentment and notice of dishonor
Status: in_force

(1) Presentment for payment or acceptance of an instrument is excused if:

(a) The person entitled to present the instrument cannot with reasonable diligence make presentment;

(b) The maker or acceptor has repudiated an obligation to pay the instrument or is dead or in insolvency proceedings;

(c) By the terms of the instrument presentment is not necessary to enforce the obligation of indorsers or the drawer;

(d) The drawer or indorser whose obligation is being enforced has waived presentment or otherwise has not reason to expect or right to require that the instrument be paid or accepted; or

(e) The drawer instructed the drawee not to pay or accept the draft or the drawee was not obligated to the drawer to pay the draft.

(2) Notice of dishonor is excused if by the terms of the instrument notice of dishonor is not necessary to enforce the obligation of a party to pay the instrument, or the party whose obligation is being enforced waived notice of dishonor. A waiver of presentment is also a waiver of notice of dishonor.

(3) Delay in giving notice of dishonor is excused if the delay was caused by circumstances beyond the control of the person giving the notice and the person giving the notice exercised reasonable diligence after the cause of the delay ceased to operate. [1993 c.545 §65]

Source: Section 73.0504 — Excused presentment and notice of dishonor , https://www.­oregonlegislature.­gov/bills_laws/ors/ors073.­html (accessed May 26, 2025).
ORS § 74.3010 — OR Code / Title 8 / Chapter 74 / Section 74.3010
74.3010 Deferred posting
Status: in_force

(1) If a payor bank settles for a demand item other than a documentary draft presented otherwise than for immediate payment over the counter before midnight of the banking day of receipt, the payor bank may revoke the settlement and recover the settlement if, before it has made final payment and before its midnight deadline, it:

(a) Returns the item; or

(b) Sends written notice of dishonor or nonpayment if the item is unavailable for return.

(2) If a demand item is received by a payor bank for credit on its books it may return the item or send notice of dishonor and may revoke any credit given or recover the amount thereof withdrawn by its customer, if it acts within the time limit and in the manner specified in subsection (1) of this section.

(3) Unless previous notice of dishonor has been sent, an item is dishonored at the time when for purposes of dishonor it is returned or notice sent in accordance with this section.

(4) An item is returned:

(a) As to an item presented through a clearing house, when it is delivered to the presenting or last collecting bank or to the clearing house or is sent or delivered in accordance with clearing house rules; or

(b) In all other cases, when it is sent or delivered to the bank’s customer or transferor or pursuant to instructions of the customer or transferor. [1961 c.726 § 74.3010 (Deferred posting) ; 1993 c.545 §101]

Source: Section 74.3010 — Deferred posting; recovery of payment by return of items; time of dishonor; return of items by payor bank , https://www.­oregonlegislature.­gov/bills_laws/ors/ors074.­html (accessed May 26, 2025).
ORS § 79.0314 — OR Code / Title 8 / Chapter 79 / Section 79.0314
79.0314 UCC 9-314. Perfection by control
Status: in_force

(1) A security interest in investment property, deposit accounts, letter-of-credit rights, electronic chattel paper or electronic documents may be perfected by control of the collateral under ORS 77.1060 (Control of electronic document of title) , 79.0104 (UCC 9-104. Control of deposit account) , 79.0105 (UCC 9-105. Control of electronic chattel paper) , 79.0106 (UCC 9-106. Control of investment property) or 79.0107 (UCC 9-107. Control of letter-of-credit right) .

(2) A security interest in deposit accounts, electronic chattel paper, letter-of-credit rights or electronic documents is perfected by control under ORS 77.1060 (Control of electronic document of title) , 79.0104 (UCC 9-104. Control of deposit account) , 79.0105 (UCC 9-105. Control of electronic chattel paper) or 79.0107 (UCC 9-107. Control of letter-of-credit right) when the secured party obtains control and remains perfected by control only while the secured party retains control.

(3) A security interest in investment property is perfected by control under ORS 79.0106 (UCC 9-106. Control of investment property) from the time the secured party obtains control and remains perfected by control until:

(a) The secured party does not have control; and

(b) One of the following occurs:

(A) If the collateral is a certificated security, the debtor has or acquires possession of the security certificate;

(B) If the collateral is an uncertificated security, the issuer has registered or registers the debtor as the registered owner; or

(C) If the collateral is a security entitlement, the debtor is or becomes the entitlement holder. [2001 c.445 §34; 2009 c.181 §99]

Source: Section 79.0314 — UCC 9-314. Perfection by control , https://www.­oregonlegislature.­gov/bills_laws/ors/ors079.­html (accessed May 26, 2025).
ORS § 79.0517 — OR Code / Title 8 / Chapter 79 / Section 79.0517
79.0517 UCC 9-517. Effect of indexing errors
Status: in_force

The failure of the filing office to index a record correctly does not affect the effectiveness of the filed record. [2001 c.445 §88]

Source: Section 79.0517 — UCC 9-517. Effect of indexing errors , https://www.­oregonlegislature.­gov/bills_laws/ors/ors079.­html (accessed May 26, 2025).
ORS § 72a.1080 — OR Code / Title 8 / Chapter 72a / Section 72a.1080
72A.1080 Unconscionability
Status: in_force

(1) If the court as a matter of law finds a lease contract or any clause of a lease contract to have been unconscionable at the time it was made the court may refuse to enforce the lease contract, or it may enforce the remainder of the lease contract without the unconscionable clause, or it may so limit the application of any unconscionable clause as to avoid any unconscionable result.

(2) When it is claimed or appears to the court that the lease contract or any clause thereof may be unconscionable, the parties shall be afforded a reasonable opportunity to present evidence as to its commercial setting, purpose and effect to aid the court in making the determination. [1989 c.676 §8]

Source: Section 72A.1080 — Unconscionability , https://www.­oregonlegislature.­gov/bills_laws/ors/ors72A.­html (accessed May 26, 2025).
ORS § 74.5030 — OR Code / Title 8 / Chapter 74 / Section 74.5030
74.5030 Responsibility of presenting bank for documents and goods
Status: in_force

Unless otherwise instructed and except as provided in ORS chapter 75, a bank presenting a documentary draft:

(1) Must deliver the documents to the drawee on acceptance of the draft if it is payable more than three days after presentment; otherwise, only on payment; and

(2) Upon dishonor, either in the case of presentment for acceptance or presentment for payment, may seek and follow instructions from any referee in case of need designated in the draft or if the presenting bank does not choose to utilize the referee’s services, it must use diligence and good faith to ascertain the reason for dishonor, must notify its transferor of the dishonor and of the results of its effort to ascertain the reasons therefor and must request instructions.

However, the presenting bank is under no obligation with respect to goods represented by the documents except to follow any reasonable instructions seasonably received; it has a right to reimbursement for any expense incurred in following instructions and to prepayment of or indemnity for those expenses. [1961 c.726 § 74.5030 (Responsibility of presenting bank for documents and goods) ; 1993 c.545 §112]

Source: Section 74.5030 — Responsibility of presenting bank for documents and goods; report of reasons for dishonor; referee in case of need , https://www.­oregonlegislature.­gov/bills_laws/ors/ors074.­html (accessed May 26, 2025).
ORS § 79.0209 — OR Code / Title 8 / Chapter 79 / Section 79.0209
79.0209 UCC 9-209. Duties of secured party if account debtor has been notified of assignment
Status: in_force

(1) Except as otherwise provided in subsection (3) of this section, this section applies if:

(a) There is no outstanding secured obligation; and

(b) The secured party is not committed to make advances, incur obligations, or otherwise give value.

(2) Within 10 days after receiving an authenticated demand by the debtor, a secured party shall send to an account debtor that has received notification of an assignment to the secured party as assignee under ORS 79.0406 (UCC 9-406. Discharge of account debtor) (1) an authenticated record that releases the account debtor from any further obligation to the secured party.

(3) This section does not apply to an assignment constituting the sale of an account, chattel paper or payment intangible. [2001 c.445 §19]

Source: Section 79.0209 — UCC 9-209. Duties of secured party if account debtor has been notified of assignment , https://www.­oregonlegislature.­gov/bills_laws/ors/ors079.­html (accessed May 26, 2025).
ORS § 74a.5030 — OR Code / Title 8 / Chapter 74a / Section 74a.5030
74A.5030 Injunction or restraining order with respect to funds transfer
Status: in_force

(1) For proper cause and in compliance with applicable law, a court may restrain:

(a) A person from issuing a payment order to initiate a funds transfer;

(b) An originator’s bank from executing the payment order of the originator; or

(c) The beneficiary’s bank from releasing funds to the beneficiary or the beneficiary from withdrawing the funds.

(2) A court may not otherwise restrain a person from issuing a payment order, paying or receiving payment of a payment order or otherwise acting with respect to a funds transfer. [1991 c.442 §34]

Source: Section 74A.5030 — Injunction or restraining order with respect to funds transfer , https://www.­oregonlegislature.­gov/bills_laws/ors/ors74A.­html (accessed May 26, 2025).
ORS § 79.0327 — OR Code / Title 8 / Chapter 79 / Section 79.0327
79.0327 UCC 9-327. Priority of security interests in deposit account
Status: in_force

The following rules govern priority among conflicting security interests in the same deposit account:

(1) A security interest held by a secured party having control of the deposit account under ORS 79.0104 (UCC 9-104. Control of deposit account) has priority over a conflicting security interest held by a secured party that does not have control.

(2) Except as otherwise provided in subsections (3) and (4) of this section, security interests perfected by control under ORS 79.0314 (UCC 9-314. Perfection by control) rank according to priority in time of obtaining control.

(3) Except as otherwise provided in subsection (4) of this section, a security interest held by the bank with which the deposit account is maintained has priority over a conflicting security interest held by another secured party.

(4) A security interest perfected by control under ORS 79.0104 (UCC 9-104. Control of deposit account) (1)(c) has priority over a security interest held by the bank with which the deposit account is maintained. [2001 c.445 §47]

Source: Section 79.0327 — UCC 9-327. Priority of security interests in deposit account , https://www.­oregonlegislature.­gov/bills_laws/ors/ors079.­html (accessed May 26, 2025).
ORS § 72.5060 — OR Code / Title 8 / Chapter 72 / Section 72.5060
72.5060 Rights of financing agency
Status: in_force

(1) A financing agency by paying or purchasing for value a draft which relates to a shipment of goods acquires to the extent of the payment or purchase and in addition to its own rights under the draft and any document of title securing it any rights of the shipper in the goods including the right to stop delivery and the shipper’s right to have the draft honored by the buyer.

(2) The right to reimbursement of a financing agency which has in good faith honored or purchased the draft under commitment to or authority from the buyer is not impaired by subsequent discovery of defects with reference to any relevant document which was apparently regular. [1961 c.726 § 72.5060 (Rights of financing agency) ; 2009 c.181 §32]

Source: Section 72.5060 — Rights of financing agency , https://www.­oregonlegislature.­gov/bills_laws/ors/ors072.­html (accessed May 26, 2025).
ORS § 73.0107 — OR Code / Title 8 / Chapter 73 / Section 73.0107
73.0107 Instrument payable in foreign money
Status: in_force

Unless the instrument otherwise provides, an instrument that states the amount payable in foreign money may be paid in the foreign money or in an equivalent amount in dollars calculated by using the current bank-offered spot rate at the place of payment for the purchase of dollars on the day on which the instrument is paid. [1993 c.545 §10]

Source: Section 73.0107 — Instrument payable in foreign money , https://www.­oregonlegislature.­gov/bills_laws/ors/ors073.­html (accessed May 26, 2025).
ORS § 75.1050 — OR Code / Title 8 / Chapter 75 / Section 75.1050
75.1050 Consideration
Status: in_force

Consideration is not required to issue, amend, transfer or cancel a letter of credit, advice or confirmation. [1961 c.726 § 75.1050 (Consideration) ; 1997 c.150 §8]

Source: Section 75.1050 — Consideration , https://www.­oregonlegislature.­gov/bills_laws/ors/ors075.­html (accessed May 26, 2025).
ORS § 75.1120 — OR Code / Title 8 / Chapter 75 / Section 75.1120
75.1120 Transfer of letter of credit
Status: in_force

(1) Except as provided in ORS 75.1130 (Successor of beneficiary) , unless a letter of credit provides that it is transferable, the right of a beneficiary to draw or otherwise demand performance under a letter of credit may not be transferred.

(2) Even if a letter of credit provides that it is transferable, the issuer may refuse to recognize or carry out a transfer if:

(a) The transfer would violate applicable law; or

(b) The transferor or transferee has failed to comply with any requirement stated in the letter of credit or any other requirement relating to transfer imposed by the issuer that is within the standard practice referred to in ORS 75.1080 (Issuer’s rights and obligations) (5) or is otherwise reasonable under the circumstances. [1961 c.726 § 75.1120 (Transfer of letter of credit) ; 1997 c.150 §15]

Source: Section 75.1120 — Transfer of letter of credit , https://www.­oregonlegislature.­gov/bills_laws/ors/ors075.­html (accessed May 26, 2025).
ORS § 72a.4020 — OR Code / Title 8 / Chapter 72a / Section 72a.4020
72A.4020 Anticipatory repudiation
Status: in_force

If either party repudiates a lease contract with respect to a performance not yet due under the lease contract, the loss of which performance will substantially impair the value of the lease contract to the other, the aggrieved party may:

(1) For a commercially reasonable time, await retraction of repudiation and performance by the repudiating party;

(2) Make demand pursuant to ORS 72A.4010 (Insecurity) and await assurance of future performance adequate under the circumstances of the particular case; or

(3) Resort to any right or remedy upon default under the lease contract or this chapter, even though the aggrieved party has notified the repudiating party that the aggrieved party would await the repudiating party’s performance and assurance and has urged retraction. In addition, whether or not the aggrieved party is pursuing one of the foregoing remedies, the aggrieved party may suspend performance or, if the aggrieved party is the lessor, proceed in accordance with the provisions of ORS 72A.5240 (Lessor’s right to identify goods to lease contract) on the lessor’s right to identify goods to the lease contract notwithstanding default or to salvage unfinished goods. [1989 c.676 §42]

Source: Section 72A.4020 — Anticipatory repudiation , https://www.­oregonlegislature.­gov/bills_laws/ors/ors72A.­html (accessed May 26, 2025).
ORS § 77.2040 — OR Code / Title 8 / Chapter 77 / Section 77.2040
77.2040 Duty of care
Status: in_force

(1) A warehouse is liable for damages for loss of or injury to the goods caused by its failure to exercise care with regard to the goods that a reasonably careful person would exercise under similar circumstances. Unless otherwise agreed, the warehouse is not liable for damages that could not have been avoided by the exercise of that care.

(2) Damages may be limited by a term in the warehouse receipt or storage agreement limiting the amount of liability in case of loss or damage beyond which the warehouse is not liable. Such a limitation is not effective with respect to the warehouse’s liability for conversion to its own use. On request of the bailor in a record at the time of signing the storage agreement or within a reasonable time after receipt of the warehouse receipt, the warehouse’s liability may be increased on part or all of the goods covered by the storage agreement or warehouse receipt. In this event, increased rates may be charged based on an increased valuation of the goods.

(3) Reasonable provisions as to the time and manner of presenting claims and commencing actions based on the bailment may be included in the warehouse receipt or storage agreement.

(4) This section does not modify or repeal any existing law or rule of law that imposes a higher responsibility upon the warehouse or invalidates a contractual limitation that would be permissible under this chapter. [1961 c.726 § 77.2040 (Duty of care) ; 2009 c.181 §58]

Source: Section 77.2040 — Duty of care; contractual limitation of warehouse’s liability , https://www.­oregonlegislature.­gov/bills_laws/ors/ors077.­html (accessed May 26, 2025).
ORS § 75.1180 — OR Code / Title 8 / Chapter 75 / Section 75.1180
75.1180 Security interest of issuer or nominated person
Status: in_force

(1) An issuer or nominated person has a security interest in a document presented under a letter of credit to the extent that the issuer or nominated person honors or gives value for the presentation.

(2) As long as and to the extent that an issuer or nominated person has not been reimbursed or has not otherwise recovered the value given with respect to a security interest in a document under subsection (1) of this section, the security interest continues and is subject to ORS chapter 79, but:

(a) A security agreement is not necessary to make the security interest enforceable under ORS 79.0203 (UCC 9-203. Attachment and enforceability of security interest) (2)(c);

(b) If the document is presented in a medium other than a written or other tangible medium, the security interest is perfected; and

(c) If the document is presented in a written or other tangible medium and is not a certificated security, chattel paper, a document of title, an instrument, or a letter of credit, the security interest is perfected and has priority over a conflicting security interest in the document as long as the debtor does not have possession of the document. [2001 c.445 §148]

Source: Section 75.1180 — Security interest of issuer or nominated person , https://www.­oregonlegislature.­gov/bills_laws/ors/ors075.­html (accessed May 26, 2025).
ORS § 74.2020 — OR Code / Title 8 / Chapter 74 / Section 74.2020
74.2020 Responsibility for collection
Status: in_force

(1) A collecting bank must exercise ordinary care in:

(a) Presenting an item or sending it for presentment;

(b) Sending notice of dishonor or nonpayment or returning an item other than a documentary draft to the bank’s transferor after learning that the item has not been paid or accepted, as the case may be;

(c) Settling for an item when the bank receives final settlement; and

(d) Notifying its transferor of any loss or delay in transit within a reasonable time after discovery thereof.

(2) A collecting bank exercises ordinary care under subsection (1) of this section by taking proper action before its midnight deadline following receipt of an item, notice or settlement. Taking proper action within a reasonably longer time may constitute the exercise of ordinary care, but the bank has the burden of establishing timeliness.

(3) Subject to subsection (1)(a) of this section, a bank is not liable for the insolvency, neglect, misconduct, mistake or default of another bank or person or for loss or destruction of an item in the possession of others or in transit. [1961 c.726 § 74.2020 (Responsibility for collection) ; 1993 c.545 §85]

Source: Section 74.2020 — Responsibility for collection; when action timely , https://www.­oregonlegislature.­gov/bills_laws/ors/ors074.­html (accessed May 26, 2025).
ORS § 79.0329 — OR Code / Title 8 / Chapter 79 / Section 79.0329
79.0329 UCC 9-329. Priority of security interests in letter-of-credit right
Status: in_force

The following rules govern priority among conflicting security interests in the same letter-of-credit right:

(1) A security interest held by a secured party having control of the letter-of-credit right under ORS 79.0107 (UCC 9-107. Control of letter-of-credit right) has priority to the extent of its control over a conflicting security interest held by a secured party that does not have control.

(2) Security interests perfected by control under ORS 79.0314 (UCC 9-314. Perfection by control) rank according to priority in time of obtaining control. [2001 c.445 §49]

Source: Section 79.0329 — UCC 9-329. Priority of security interests in letter-of-credit right , https://www.­oregonlegislature.­gov/bills_laws/ors/ors079.­html (accessed May 26, 2025).
ORS § 83.880 — OR Code / Title 8 / Chapter 83 / Section 83.880
83.880 Sale of motor vehicles, goods or services as time sale rather than loan
Status: in_force

A retail installment contract or retail charge agreement for the sale of motor vehicles, goods or services constitutes a bona fide time sale rather than a loan or a use of money; provided that if the contract covers motor vehicles, goods or services purchased primarily for personal, family or household use and not primarily for commercial or business use, the contract also clearly and specifically discloses both a cash price, using the term “cash price” or “cash sale price,” and a deferred payment price, using the term “deferred payment price” or “time sale price,” or if the agreement complies with ORS 83.080 (Informing buyer of service charge and right to prepay) . This section shall apply notwithstanding that the contract is intended to be transferred, or is transferred, to a holder pursuant to a business relationship characterized by one or more of the following:

(1) All or any part of the seller’s contracts are transferred to the holder;

(2) The holder provides contract forms to the seller and instructions for the use of the forms;

(3) The holder investigates the creditworthiness of the buyer before or after the sale;

(4) The price the holder pays the seller for the contract is more than, equal to, or less than that which the retail buyer has contracted to pay to the seller;

(5) The transfer to the holder takes place concurrently with or within a short time of the sale;

(6) The transfer is with or without recourse to the seller; or

(7) The seller purchases services or borrows money from the holder. [1977 c.274 §2; 1981 c.910 §6; 1987 c.674 §2]

Source: Section 83.880 — Sale of motor vehicles, goods or services as time sale rather than loan , https://www.­oregonlegislature.­gov/bills_laws/ors/ors083.­html (accessed May 26, 2025).
ORS § 77.4010 — OR Code / Title 8 / Chapter 77 / Section 77.4010
77.4010 Irregularities in issue of receipt or bill or conduct of issuer
Status: in_force

The obligations imposed by this chapter on an issuer apply to a document of title even if:

(1) The document does not comply with the requirements of this chapter or of any other statute, rule or regulation regarding its issuance, form or content;

(2) The issuer violated laws regulating the conduct of its business;

(3) The goods covered by the document were owned by the bailee when the document was issued; or

(4) The person issuing the document is not a warehouse but the document purports to be a warehouse receipt. [1961 c.726 § 77.4010 (Irregularities in issue of receipt or bill or conduct of issuer) ; 2009 c.181 §73]

Source: Section 77.4010 — Irregularities in issue of receipt or bill or conduct of issuer , https://www.­oregonlegislature.­gov/bills_laws/ors/ors077.­html (accessed May 26, 2025).
ORS § 79.0104 — OR Code / Title 8 / Chapter 79 / Section 79.0104
79.0104 UCC 9-104. Control of deposit account
Status: in_force

(1) A secured party has control of a deposit account if:

(a) The secured party is the bank with which the deposit account is maintained;

(b) The debtor, secured party and bank have agreed in an authenticated record that the bank will comply with instructions originated by the secured party directing disposition of the funds in the deposit account without further consent by the debtor; or

(c) The secured party becomes the bank’s customer with respect to the deposit account.

(2) A secured party that has satisfied subsection (1) of this section has control, even if the debtor retains the right to direct the disposition of funds from the deposit account. [2001 c.445 §4]

Source: Section 79.0104 — UCC 9-104. Control of deposit account , https://www.­oregonlegislature.­gov/bills_laws/ors/ors079.­html (accessed May 26, 2025).
ORS § 72.5050 — OR Code / Title 8 / Chapter 72 / Section 72.5050
72.5050 Seller’s shipment under reservation
Status: in_force

(1) Where the seller has identified goods to the contract by or before shipment:

(a) The procurement by the seller of a negotiable bill of lading to the order of the seller or otherwise reserves in the seller a security interest in the goods. The procurement of the seller of the bill to the order of a financing agency or of the buyer indicates in addition only the seller’s expectation of transferring that interest to the person named.

(b) A nonnegotiable bill of lading to the seller or nominee of the seller reserves possession of the goods as security but except in a case of conditional delivery as provided in ORS 72.5070 (Effect of seller’s tender) (2) a nonnegotiable bill of lading naming the buyer as consignee reserves no security interest even though the seller retains possession or control of the bill of lading.

(2) When shipment by the seller with reservation of a security interest is in violation of the contract for sale it constitutes an improper contract for transportation within ORS 72.5040 (Shipment by seller) but impairs neither the rights given to the buyer by shipment and identification of the goods to the contract nor the seller’s powers as a holder of a negotiable document of title. [1961 c.726 § 72.5050 (Seller’s shipment under reservation) ; 2009 c.181 §31]

Source: Section 72.5050 — Seller’s shipment under reservation , https://www.­oregonlegislature.­gov/bills_laws/ors/ors072.­html (accessed May 26, 2025).
ORS § 79.0610 — OR Code / Title 8 / Chapter 79 / Section 79.0610
79.0610 UCC 9-610. Disposition of collateral after default
Status: in_force

(1) After default, a secured party may sell, lease, license or otherwise dispose of any or all of the collateral in its present condition or following any commercially reasonable preparation or processing.

(2) Every aspect of a disposition of collateral, including the method, manner, time, place and other terms, must be commercially reasonable. If commercially reasonable, a secured party may dispose of collateral by public or private proceedings, by one or more contracts, as a unit or in parcels, and at any time and place and on any terms.

(3) A secured party may purchase collateral:

(a) At a public disposition; or

(b) At a private disposition only if the collateral is of a kind that is customarily sold on a recognized market or the subject of widely distributed standard price quotations.

(4) A contract for sale, lease, license or other disposition includes the warranties relating to title, possession, quiet enjoyment and the like which by operation of law accompany a voluntary disposition of property of the kind subject to the contract.

(5) A secured party may disclaim or modify warranties under subsection (4) of this section:

(a) In a manner that would be effective to disclaim or modify the warranties in a voluntary disposition of property of the kind subject to the contract of disposition; or

(b) By communicating to the purchaser a record evidencing the contract for disposition and including an express disclaimer or modification of the warranties.

(6) A record is sufficient to disclaim warranties under subsection (5) of this section if it indicates “There is no warranty relating to title, possession, quiet enjoyment or the like in this disposition” or uses words of similar import. [2001 c.445 §108]

Source: Section 79.0610 — UCC 9-610. Disposition of collateral after default , https://www.­oregonlegislature.­gov/bills_laws/ors/ors079.­html (accessed May 26, 2025).
ORS § 79.0612 — OR Code / Title 8 / Chapter 79 / Section 79.0612
79.0612 UCC 9-612. Timeliness of notification before disposition of collateral
Status: in_force

(1) Except as otherwise provided in subsection (2) of this section, a notification of disposition sent after default and 15 days or more before the earliest time of disposition, as set forth in the notification, is sent within a reasonable time before the disposition.

(2) In a transaction other than a consumer transaction, a notification of disposition sent after default and 10 days or more before the earliest time of disposition set forth in the notification is sent within a reasonable time before the disposition. [2001 c.445 §110]

Source: Section 79.0612 — UCC 9-612. Timeliness of notification before disposition of collateral , https://www.­oregonlegislature.­gov/bills_laws/ors/ors079.­html (accessed May 26, 2025).
ORS § 80.100 — OR Code / Title 8 / Chapter 80 / Section 80.100
80.100 Definitions for ORS 80.100 to 80.130
Status: in_force

As used in ORS 80.100 (Definitions for ORS 80.100 to 80.130) to 80.130 (Place to register as buyer of farm product, commission merchant or selling agent) :

(1) “Approved unique identifier” means a number, combination of numbers and letters, or another identifier that the Secretary of State prescribes by rule.

(2) “Buyer” means a person who, in the ordinary course of business, buys farm products from a person engaged in farming operations who is in the business of selling farm products.

(3) “Central filing system” means a system for filing effective financing statements on a statewide basis that is operated by the Secretary of State and has been certified by the Secretary of the United States Department of Agriculture.

(4) “Commission merchant” means any person engaged in the business of receiving any farm product for sale, on commission, or for or on behalf of another person.

(5) “Effective financing statement” means a document filed with the Secretary of State to register and describe farm products subject to a security interest created by a debtor or seller of farm products that is an effective financing statement under the provisions of section 1324 of the Food Security Act of 1985, 7 U.S.C. 1631. An effective financing statement does not create or perfect a security interest.

(6) “Farm product” means an agricultural commodity including but not limited to wheat, corn, soybeans, or a species of fish or livestock such as cattle, hogs, sheep, horses or poultry used or produced in farming operations, or a product of such crop, fish or livestock in its unmanufactured state, including but not limited to wool clip, milk and eggs, that is in the possession of a person engaged in farming operations.

(7) “Knows” or “knowledge” means actual knowledge.

(8) “Security interest” means an interest in farm products that secures payment or performance of an obligation.

(9) “Selling agent” means any person, other than a commission merchant, who is engaged in the business of negotiating the sale and purchase of any farm product on behalf of a person engaged in farming operations. [Formerly 79.6020; 2007 c.186 §13]

Source: Section 80.100 — Definitions for ORS 80.100 to 80.130 , https://www.­oregonlegislature.­gov/bills_laws/ors/ors080.­html (accessed May 26, 2025).
ORS § 72.2070 — OR Code / Title 8 / Chapter 72 / Section 72.2070
72.2070 Additional terms in acceptance or confirmation
Status: in_force

(1) A definite and seasonable expression of acceptance or a written confirmation which is sent within a reasonable time operates as an acceptance even though it states terms additional to or different from those offered or agreed upon, unless acceptance is expressly made conditional on assent to the additional or different terms.

(2) The additional terms are to be construed as proposals for addition to the contract. Between merchants such terms become part of the contract unless:

(a) The offer expressly limits acceptance to the terms of the offer;

(b) They materially alter it; or

(c) Notification of objection to them has already been given or is given within a reasonable time after notice of them is received.

(3) Conduct by both parties which recognizes the existence of a contract is sufficient to establish a contract for sale although the writings of the parties do not otherwise establish a contract. In such case the terms of the particular contract consist of those terms on which the writings of the parties agree, together with any supplementary terms incorporated under any other provisions of the Uniform Commercial Code. [1961 c.726 § 72.2070 (Additional terms in acceptance or confirmation) ]

Source: Section 72.2070 — Additional terms in acceptance or confirmation , https://www.­oregonlegislature.­gov/bills_laws/ors/ors072.­html (accessed May 26, 2025).
ORS § 77.5010 — OR Code / Title 8 / Chapter 77 / Section 77.5010
77.5010 Form of negotiation and requirements of due negotiation
Status: in_force

(1) The following rules apply to a negotiable tangible document of title:

(a) If the document’s original terms run to the order of a named person, the document is negotiated by the named person’s indorsement and delivery. After the named person’s indorsement in blank or to bearer, any person may negotiate the document by delivery alone.

(b) If the document’s original terms run to bearer, it is negotiated by delivery alone.

(c) If the document’s original terms run to the order of a named person and the document is delivered to the named person, the effect is the same as if the document had been negotiated.

(d) Negotiation of the document after it has been indorsed to a named person requires indorsement by the named person and delivery.

(e) A document is duly negotiated if it is negotiated in the manner stated in this subsection to a holder that purchases it in good faith, without notice of any defense against or claim to it on the part of any person, and for value, unless it is established that the negotiation is not in the regular course of business or financing or involves receiving the document in settlement or payment of a monetary obligation.

(2) The following rules apply to a negotiable electronic document of title:

(a) If the document’s original terms run to the order of a named person or to bearer, the document is negotiated by delivery of the document to another person. Indorsement by the named person is not required to negotiate the document.

(b) If the document’s original terms run to the order of a named person and the named person has control of the document, the effect is the same as if the document had been negotiated.

(c) A document is duly negotiated if it is negotiated in the manner stated in this subsection to a holder that purchases the document in good faith, without notice of any defense against or claim to the document on the part of any person, and for value, unless it is established that the negotiation is not in the regular course of business or financing or involves taking delivery of the document in settlement or payment of a monetary obligation.

(3) Indorsement of a nonnegotiable document of title neither makes it negotiable nor adds to the transferee’s rights.

(4) The naming in a negotiable bill of lading of a person to be notified of the arrival of the goods does not limit the negotiability of the bill or constitute notice to a purchaser of the bill of any interest of that person in the goods. [1961 c.726 § 77.5010 (Form of negotiation and requirements of due negotiation) ; 2009 c.181 §77]

Source: Section 77.5010 — Form of negotiation and requirements of due negotiation , https://www.­oregonlegislature.­gov/bills_laws/ors/ors077.­html (accessed May 26, 2025).
ORS § 72.5150 — OR Code / Title 8 / Chapter 72 / Section 72.5150
72.5150 Preserving evidence of goods in dispute
Status: in_force

In furtherance of the adjustment of any claim or dispute:

(1) Either party on reasonable notification to the other and for the purpose of ascertaining the facts and preserving evidence has the right to inspect, test and sample the goods including such of them as may be in the possession or control of the other; and

(2) The parties may agree to a third party inspection or survey to determine the conformity or condition of the goods and may agree that the findings shall be binding upon them in any subsequent litigation or adjustment. [1961 c.726 § 72.5150 (Preserving evidence of goods in dispute) ]

BREACH, REPUDIATION AND EXCUSE

Source: Section 72.5150 — Preserving evidence of goods in dispute , https://www.­oregonlegislature.­gov/bills_laws/ors/ors072.­html (accessed May 26, 2025).
ORS § 74a.5010 — OR Code / Title 8 / Chapter 74a / Section 74a.5010
74A.5010 Variation by agreement and effect of funds-transfer system rule
Status: in_force

(1) Except as otherwise provided in this chapter, the rights and obligations of a party to a funds transfer may be varied by agreement of the affected party.

(2) “Funds-transfer system rule” means a rule of an association of banks:

(a) Governing transmission of payment orders by means of a funds-transfer system of the association or rights and obligations with respect to those orders; or

(b) To the extent the rule governs rights and obligations between banks that are parties to a funds transfer in which a Federal Reserve Bank, acting as an intermediary bank, sends a payment order to the beneficiary’s bank.

(3) Except as otherwise provided in this chapter, a funds-transfer system rule governing rights and obligations between participating banks using the system may be effective even if the rule conflicts with this chapter and indirectly affects another party to the funds transfer who does not consent to the rule. A funds-transfer system rule may also govern rights and obligations of parties other than participating banks using the system to the extent stated in ORS 74A.4040 (Obligation of beneficiary’s bank to pay and give notice to beneficiary) (3), 74A.4050 (Payment by beneficiary’s bank to beneficiary) (4) and 74A.5070 (Choice of law) (3). [1991 c.442 §32]

Source: Section 74A.5010 — Variation by agreement and effect of funds-transfer system rule , https://www.­oregonlegislature.­gov/bills_laws/ors/ors74A.­html (accessed May 26, 2025).
ORS § 74.4070 — OR Code / Title 8 / Chapter 74 / Section 74.4070
74.4070 Payor bank’s right to subrogation on improper payment
Status: in_force

If a payor bank has paid an item over the order of the drawer or maker to stop payment, or after an account has been closed, or otherwise under circumstances giving a basis for objection by the drawer or maker, to prevent unjust enrichment and only to the extent necessary to prevent loss to the bank by reason of its payment of the item, the payor bank shall be subrogated to the rights:

(1) Of any holder in due course on the item against the drawer or maker; and

(2) Of the payee or any other holder of the item against the drawer or maker either on the item or under the transaction out of which the item arose; and

(3) Of the drawer or maker against the payee or any other holder of the item with respect to the transaction out of which the item arose. [1961 c.726 § 74.4070 (Payor bank’s right to subrogation on improper payment) ; 1993 c.545 §109]

Source: Section 74.4070 — Payor bank’s right to subrogation on improper payment , https://www.­oregonlegislature.­gov/bills_laws/ors/ors074.­html (accessed May 26, 2025).
ORS § 79.0405 — OR Code / Title 8 / Chapter 79 / Section 79.0405
79.0405 UCC 9-405. Modification of assigned contract
Status: in_force

(1) A modification of or substitution for an assigned contract is effective against an assignee if made in good faith. The assignee acquires corresponding rights under the modified or substituted contract. The assignment may provide that the modification or substitution is a breach of contract by the assignor. This subsection is subject to subsections (2) to (4) of this section.

(2) Subsection (1) of this section applies to the extent that:

(a) The right to payment or a part thereof under an assigned contract has not been fully earned by performance; or

(b) The right to payment or a part thereof has been fully earned by performance and the account debtor has not received notification of the assignment under ORS 79.0406 (UCC 9-406. Discharge of account debtor) (1).

(3) This section is subject to law other than this chapter which establishes a different rule for an account debtor who is an individual and who incurred the obligation primarily for personal, family or household purposes.

(4) This section does not apply to an assignment of a health-care-insurance receivable. [2001 c.445 §67]

Source: Section 79.0405 — UCC 9-405. Modification of assigned contract , https://www.­oregonlegislature.­gov/bills_laws/ors/ors079.­html (accessed May 26, 2025).
ORS § 72.1040 — OR Code / Title 8 / Chapter 72 / Section 72.1040
72.1040 Definitions: “merchant”
Status: in_force

(1) “Merchant” means a person who deals in goods of the kind or otherwise by occupation purports to have knowledge or skill peculiar to the practices or goods involved in the transaction or to whom such knowledge or skill may be attributed by employment of an agent or broker or other intermediary who by occupation purports to have such knowledge or skill.

(2) “Financing agency” means a bank, finance company or other person who in the ordinary course of business makes advances against goods or documents of title or who by arrangement with either the seller or the buyer intervenes in ordinary course to make or collect payment due or claimed under the contract for sale, as by purchasing or paying the seller’s draft or making advances against it or by merely taking it for collection whether or not documents of title accompany or are associated with the draft. “Financing agency” includes also a bank or other person who similarly intervenes between persons who are in the position of seller and buyer in respect to the goods.

(3) “Between merchants” means in any transaction with respect to which both parties are chargeable with the knowledge or skill of merchants. [1961 c.726 § 72.1040 (Definitions: “merchant”) ; 1987 c.158 §15; 2009 c.181 §25]

Source: Section 72.1040 — Definitions: “merchant”; “financing agency”; “between merchants.” , https://www.­oregonlegislature.­gov/bills_laws/ors/ors072.­html (accessed May 26, 2025).
ORS § 83.110 — OR Code / Title 8 / Chapter 83 / Section 83.110
83.110 Insurance
Status: in_force

(1) If the cost of any insurance is included in the retail installment contract or retail charge agreement:

(a) The contract or agreement shall state the nature, purpose, term and amount of such insurance.

(b) The contract or agreement shall state whether the insurance is to be procured by the buyer or the seller.

(c) The amount included for such insurance shall not exceed the premiums chargeable in accordance with the rate fixed for such insurance by the insurer, except where the amount is less than $1.

(2) Except as provided in ORS 743.377 (Credit life and credit health insurance policy or group certificate) , if the insurance is to be procured by the seller or holder, the seller or holder shall, within 45 days after delivery of the goods or furnishing of the services under the contract, deliver, mail or cause to be mailed to the buyer, at the address as specified in the contract, a notice thereof or a copy of the policy or policies of insurance or a certificate or certificates of the insurance so procured. [1963 c.489 §14; 1967 c.359 §676]

Source: Section 83.110 — Insurance , https://www.­oregonlegislature.­gov/bills_laws/ors/ors083.­html (accessed May 26, 2025).
ORS § 73.0603 — OR Code / Title 8 / Chapter 73 / Section 73.0603
73.0603 Tender of payment
Status: in_force

(1) If tender of payment of an obligation to pay an instrument is made to a person entitled to enforce the instrument, the effect of tender is governed by principles of law applicable to tender of payment under a simple contract.

(2) If tender of payment of an obligation to pay an instrument is made to a person entitled to enforce the instrument and the tender is refused, there is discharge, to the extent of the amount of the tender, of the obligation of an indorser or accommodation party having a right of recourse with respect to the obligation to which the tender relates.

(3) If tender of payment of an amount due on an instrument is made to a person entitled to enforce the instrument, the obligation of the obligor to pay interest after the due date on the amount tendered is discharged. If presentment is required with respect to an instrument and the obligor is able and ready to pay on the due date at every place of payment stated in the instrument, the obligor is deemed to have made tender of payment on the due date to the person entitled to enforce the instrument. [1993 c.545 §69]

Source: Section 73.0603 — Tender of payment , https://www.­oregonlegislature.­gov/bills_laws/ors/ors073.­html (accessed May 26, 2025).
ORS § 77.5060 — OR Code / Title 8 / Chapter 77 / Section 77.5060
77.5060 Delivery without indorsement
Status: in_force

The transferee of a negotiable tangible document of title has a specifically enforceable right to have the document’s transferor supply any necessary indorsement, but the transfer becomes a negotiation only as of the time the indorsement is supplied. [1961 c.726 § 77.5060 (Delivery without indorsement) ; 2009 c.181 §82]

Source: Section 77.5060 — Delivery without indorsement; right to compel indorsement , https://www.­oregonlegislature.­gov/bills_laws/ors/ors077.­html (accessed May 26, 2025).
ORS § 72.7240 — OR Code / Title 8 / Chapter 72 / Section 72.7240
72.7240 Admissibility of market quotations
Status: in_force

Whenever the prevailing price or value of any goods regularly bought and sold in any established commodity market is in issue, reports in official publications or trade journals or in newspapers or periodicals of general circulation published as the reports of such market shall be admissible in evidence. The circumstances of the preparation of such a report may be shown to affect its weight but not its admissibility. [1961 c.726 § 72.7240 (Admissibility of market quotations) ]

Source: Section 72.7240 — Admissibility of market quotations , https://www.­oregonlegislature.­gov/bills_laws/ors/ors072.­html (accessed May 26, 2025).
ORS § 78.2010 — OR Code / Title 8 / Chapter 78 / Section 78.2010
78.2010 “Issuer.”
Status: in_force

(1) With respect to an obligation on or a defense to a security, an “issuer” includes a person that:

(a) Places or authorizes the placing of its name on a security certificate, other than as authenticating trustee, registrar, transfer agent or the like, to evidence a share, participation or other interest in its property or in an enterprise, or to evidence its duty to perform an obligation represented by the certificate;

(b) Creates a share, participation or other interest in its property or in an enterprise, or undertakes an obligation, that is an uncertificated security;

(c) Directly or indirectly creates a fractional interest in its rights or property, if the fractional interest is represented by a security certificate; or

(d) Becomes responsible for, or stands in place of, another person described as an issuer in this section.

(2) With respect to an obligation on or defense to a security, a guarantor is an issuer to the extent of its guaranty, whether or not its obligation is noted on a security certificate.

(3) With respect to a registration of a transfer, “issuer” means a person on whose behalf transfer books are maintained. [1961 c.726 § 78.2010 (“Issuer.”) ; 1985 c.676 § 78.2010 (“Issuer.”) ; 1995 c.328 §17]

Source: Section 78.2010 — “Issuer.” , https://www.­oregonlegislature.­gov/bills_laws/ors/ors078.­html (accessed May 26, 2025).
ORS § 72.7090 — OR Code / Title 8 / Chapter 72 / Section 72.7090
72.7090 Action for the price
Status: in_force

(1) When the buyer fails to pay the price as it becomes due the seller may recover, together with any incidental damages under ORS 72.7100 (Seller’s incidental damages) , the price:

(a) Of goods accepted or of conforming goods lost or damaged within a commercially reasonable time after risk of their loss has passed to the buyer; and

(b) Of goods identified to the contract if the seller is unable after reasonable effort to resell them at a reasonable price or the circumstances reasonably indicate that such effort will be unavailing.

(2) Where the seller sues for the price the seller must hold for the buyer any goods which have been identified to the contract and are still in the control of the seller except that if resale becomes possible the seller may resell them at any time prior to the collection of the judgment. The net proceeds of any such resale must be credited to the buyer and payment of the judgment entitles the buyer to any goods not resold.

(3) After the buyer has wrongfully rejected or revoked acceptance of the goods or has failed to make a payment due or has repudiated as provided in ORS 72.6100 (Anticipatory repudiation) , a seller who is held not entitled to the price under this section shall nevertheless be awarded damages for nonacceptance under ORS 72.7080 (Seller’s damages for nonacceptance or repudiation) . [1961 c.726 § 72.7090 (Action for the price) ; 1973 c.352 §1]

Source: Section 72.7090 — Action for the price , https://www.­oregonlegislature.­gov/bills_laws/ors/ors072.­html (accessed May 26, 2025).
ORS § 72a.2060 — OR Code / Title 8 / Chapter 72a / Section 72a.2060
72A.2060 Offer and acceptance in formation of lease contract
Status: in_force

(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 mode of acceptance, an offeror who is not notified of acceptance within a reasonable time may treat the offer as having lapsed before acceptance. [1989 c.676 §15]

Source: Section 72A.2060 — Offer and acceptance in formation of lease contract , https://www.­oregonlegislature.­gov/bills_laws/ors/ors72A.­html (accessed May 26, 2025).
ORS § 79.0337 — OR Code / Title 8 / Chapter 79 / Section 79.0337
79.0337 UCC 9-337. Priority of security interests in goods covered by certificate of title
Status: in_force

If, while a security interest in goods is perfected by any method under the law of another jurisdiction, this state issues a certificate of title or manufactured structure ownership document or records a manufactured structure in a county deed record and the certificate, document or record does not show that the goods are subject to the security interest or contain a statement that they may be subject to security interests not shown on the certificate, document or record:

(1) A buyer of the goods, other than a person in the business of selling goods of that kind, takes free of the security interest if the buyer gives value and receives delivery of the goods after issuance of the certificate of title or manufactured structure ownership document or recording in the deed record and without knowledge of the security interest; and

(2) The security interest is subordinate to a conflicting security interest in the goods that attaches, and is perfected under ORS 79.0311 (UCC 9-311. Perfection of security interests in property subject to certain statutes, regulations and treaties) (2), 446.611 (Perfection of security interest in manufactured structure having ownership document) or 446.626 (Recording manufactured structures in county deed records) , after issuance of the certificate of title or manufactured structure ownership document or recording in the deed record and without the conflicting secured party’s knowledge of the security interest. [2001 c.445 §57; 2003 c.655 §55]

Source: Section 79.0337 — UCC 9-337. Priority of security interests in goods covered by certificate of title , https://www.­oregonlegislature.­gov/bills_laws/ors/ors079.­html (accessed May 26, 2025).
ORS § 71.3020 — OR Code / Title 8 / Chapter 71 / Section 71.3020
71.3020 Variation by agreement
Status: in_force

(1) Except as otherwise provided in subsection (2) of this section or elsewhere in the Uniform Commercial Code, the effect of provisions of the Uniform Commercial Code may be varied by agreement.

(2) The obligations of good faith, diligence, reasonableness and care prescribed by the Uniform Commercial Code may not be disclaimed by agreement. The parties, by agreement, may determine the standards by which the performance of those obligations is to be measured if those standards are not manifestly unreasonable. Whenever the Uniform Commercial Code requires an action to be taken within a reasonable time, a time that is not manifestly unreasonable may be fixed by agreement.

(3) The presence in certain provisions of the Uniform Commercial Code of the phrase “unless otherwise agreed,” or words of similar import, does not imply that the effect of other provisions may not be varied by agreement under this section. [2009 c.181 §15]

Note: See note under 71.3010 (Territorial applicability) .

Source: Section 71.3020 — Variation by agreement , https://www.­oregonlegislature.­gov/bills_laws/ors/ors071.­html (accessed May 26, 2025).
ORS § 72.2010 — OR Code / Title 8 / Chapter 72 / Section 72.2010
72.2010 Formal requirements: statute of frauds
Status: in_force

(1) Except as otherwise provided in this section a contract for the sale of goods for the price of $500 or more is not enforceable by way of action or defense unless there is some writing sufficient to indicate that a contract for sale has been made between the parties and signed by the party against whom enforcement is sought or by the authorized agent or broker of the party. A writing is not insufficient because it omits or incorrectly states a term agreed upon but the contract is not enforceable under this subsection beyond the quantity of goods shown in such writing.

(2) Between merchants, if within a reasonable time a writing in confirmation of the contract and sufficient against the sender is received and the party receiving it has reason to know its contents, it satisfies the requirements of subsection (1) of this section against such party unless written notice of objection to its contents is given within 10 days after it is received.

(3) A contract which does not satisfy the requirements of subsection (1) of this section but which is valid in other respects is enforceable:

(a) If the goods are to be specially manufactured for the buyer and are not suitable for sale to others in the ordinary course of the seller’s business and the seller, before notice of repudiation is received and under circumstances which reasonably indicate that the goods are for the buyer, has made either a substantial beginning of their manufacture or commitments for their procurement; or

(b) If the party against whom enforcement is sought admits in pleading, testimony or otherwise in court that a contract for sale was made, but the contract is not enforceable under this provision beyond the quantity of goods admitted; or

(c) With respect to goods for which payment has been made and accepted or which have been received and accepted in accordance with ORS 72.6060 (What constitutes acceptance of goods) . [1961 c.726 § 72.2010 (Formal requirements: statute of frauds) ]

Source: Section 72.2010 — Formal requirements: statute of frauds , https://www.­oregonlegislature.­gov/bills_laws/ors/ors072.­html (accessed May 26, 2025).
ORS § 78.3010 — OR Code / Title 8 / Chapter 78 / Section 78.3010
78.3010 Delivery
Status: in_force

(1) Delivery of a certificated security to a purchaser occurs when:

(a) The purchaser acquires possession of the security certificate;

(b) Another person, other than a securities intermediary, either acquires possession of the security certificate on behalf of the purchaser or, having previously acquired possession of the certificate, acknowledges that it holds for the purchaser; or

(c) A securities intermediary acting on behalf of the purchaser acquires possession of the security certificate, only if the certificate is in registered form and is (i) registered in the name of the purchaser, (ii) payable to the order of the purchaser, or (iii) specially indorsed to the purchaser by an effective indorsement and has not been indorsed to the securities intermediary or in blank.

(2) Delivery of an uncertificated security to a purchaser occurs when:

(a) The issuer registers the purchaser as the registered owner, upon original issue or registration of transfer; or

(b) Another person, other than a securities intermediary, either becomes the registered owner of the uncertificated security on behalf of the purchaser or, having previously become the registered owner, acknowledges that it holds for the purchaser. [1961 c.726 § 78.3010 (Delivery) ; 1985 c.676 § 78.3010 (Delivery) ; 1995 c.328 §27; 2001 c.445 §154]

Source: Section 78.3010 — Delivery , https://www.­oregonlegislature.­gov/bills_laws/ors/ors078.­html (accessed May 26, 2025).
ORS § 79.0516 — OR Code / Title 8 / Chapter 79 / Section 79.0516
79.0516 UCC 9-516. What constitutes filing
Status: in_force

(1) Except as otherwise provided in subsection (2) of this section, communication of a record to and receipt by a filing office and tender of the filing fee or acceptance of the record by the filing office constitutes filing.

(2) Filing does not occur with respect to a record that a filing office refuses to accept because:

(a) The record is not communicated by a method or medium of communication authorized by the filing office;

(b) An amount equal to or greater than the applicable filing fee is not tendered;

(c) The filing office is unable to index the record because:

(A) In the case of an initial financing statement, the record does not provide a name for the debtor;

(B) In the case of an amendment or information statement, the record:

(i) Does not identify the initial financing statement as required by ORS 79.0512 (UCC 9-512. Amendment of financing statement) or 79.0518 (UCC 9-518. Claim concerning inaccurate or wrongfully filed record) , as applicable; or

(ii) Identifies an initial financing statement whose effectiveness has lapsed under ORS 79.0515 (UCC 9-515. Duration and effectiveness of financing statement) , and the filing office is that described in ORS 79.0501 (UCC 9-501. Filing office) (1)(b);

(C) In the case of an initial financing statement that provides the name of a debtor identified as an individual or an amendment that provides a name of a debtor identified as an individual which was not previously provided in the financing statement to which the record relates, the record does not identify the debtor’s surname; or

(D) In the case of a record filed or recorded in the filing office described in ORS 79.0501 (UCC 9-501. Filing office) (1)(a), the record does not provide a sufficient description of the real property to which it relates;

(d) In the case of an initial financing statement or an amendment that adds a secured party of record, the record does not provide a name and mailing address for the secured party of record;

(e) In the case of an initial financing statement or an amendment that provides a name of a debtor which was not previously provided in the financing statement to which the amendment relates, the record does not:

(A) Provide a mailing address for the debtor, unless the initial financing statement or amendment is included in a mortgage and the filing office is that described in ORS 79.0501 (UCC 9-501. Filing office) (1)(a); or

(B) Indicate whether the name provided as the name of the debtor is the name of an individual or an organization, unless the initial financing statement or amendment is included in a mortgage and the filing office is that described in ORS 79.0501 (UCC 9-501. Filing office) (1)(a);

(f) In the case of an assignment reflected in an initial financing statement under ORS 79.0514 (UCC 9-514. Assignment of powers of secured party of record) (1) or an amendment filed under ORS 79.0514 (UCC 9-514. Assignment of powers of secured party of record) (2), the record does not provide a name and mailing address for the assignee;

(g) In the case of a continuation statement, the record is not filed within the six-month period prescribed by ORS 79.0515 (UCC 9-515. Duration and effectiveness of financing statement) (4) and the filing office is that described in ORS 79.0501 (UCC 9-501. Filing office) (1)(b); or

(h) In the case of a record presented for filing at the filing office described in ORS 79.0501 (UCC 9-501. Filing office) (1)(b), the record on its face reveals, based on factors such as whether the debtor and the secured party are the same person or whether the collateral described is within the scope of this chapter, that the record is being filed for a purpose other than a transaction that is within the scope of this chapter.

(3) For purposes of subsection (2) of this section:

(a) A record does not provide information if the filing office is unable to read or decipher the information; and

(b) A record that does not indicate that it is an amendment or identify an initial financing statement to which it relates, as required by ORS 79.0512 (UCC 9-512. Amendment of financing statement) , 79.0514 (UCC 9-514. Assignment of powers of secured party of record) or 79.0518 (UCC 9-518. Claim concerning inaccurate or wrongfully filed record) , is an initial financing statement.

(4) A record that is communicated to and received by the filing office with tender of the filing fee under subsection (1) of this section, but which the filing office refuses to accept for a reason other than one set forth in subsection (2) of this section, is effective as a filed record except as against a purchaser of the collateral which gives value in reasonable reliance upon the absence of the record from the files. [2001 c.445 §87; 2003 c.14 §28; 2003 c.267 §2; 2012 c.12 §15]

Source: Section 79.0516 — UCC 9-516. What constitutes filing; effectiveness of filing , https://www.­oregonlegislature.­gov/bills_laws/ors/ors079.­html (accessed May 26, 2025).
ORS § 72.8060 — OR Code / Title 8 / Chapter 72 / Section 72.8060
72.8060 Express warranty
Status: in_force

(1) A written statement arising out of a sale to the consumer of a consumer good pursuant to which statement the manufacturer, distributor or retailer undertakes to preserve or maintain the utility or performance of the consumer good or provide compensation if there is a failure in utility or performance of the consumer good is an express warranty.

(2) A retailer, distributor or manufacturer expressly warrants that the whole of goods sold conforms to any sample or model of the goods sold.

(3) The creation of an express warranty does not require use of formal words such as “warrant” or “guarantee” and does not require a specific intention to make a warranty.

(4) Mere affirmation of the value of goods or a statement purporting to be merely an opinion or commendation of goods does not create a warranty.

(5) Statements or representations such as expressions of general policy concerning customer satisfaction which are not subject to any limitation do not create an express warranty. [1973 c.413 §2]

Note: See note under 72.8010 (Definitions for ORS 72.8010 to 72.8200) .

Source: Section 72.8060 — Express warranty , https://www.­oregonlegislature.­gov/bills_laws/ors/ors072.­html (accessed May 26, 2025).
ORS § 72.6150 — OR Code / Title 8 / Chapter 72 / Section 72.6150
72.6150 Excuse by failure of presupposed conditions
Status: in_force

Except so far as a seller may have assumed a greater obligation and subject to the preceding section on substituted performance:

(1) Delay in delivery or nondelivery in whole or in part by a seller who complies with subsections (2) and (3) of this section is not a breach of duty under a contract for sale if performance as agreed has been made impracticable by the occurrence of a contingency the nonoccurrence of which was a basic assumption on which the contract was made or by compliance in good faith with any applicable foreign or domestic governmental regulation or order whether or not it later proves to be invalid.

(2) Where the causes mentioned in subsection (1) of this section affect only a part of the seller’s capacity to perform, the seller must allocate production and deliveries among customers but may at the option of the seller include regular customers not then under contract as well as the requirements of the seller for further manufacture. The seller may so allocate in any manner which is fair and reasonable.

(3) The seller must notify the buyer seasonably that there will be delay or nondelivery and, when allocation is required under subsection (2) of this section, of the estimated quota thus made available for the buyer. [1961 c.726 § 72.6150 (Excuse by failure of presupposed conditions) ]

Source: Section 72.6150 — Excuse by failure of presupposed conditions , https://www.­oregonlegislature.­gov/bills_laws/ors/ors072.­html (accessed May 26, 2025).
ORS § 78.4040 — OR Code / Title 8 / Chapter 78 / Section 78.4040
78.4040 Wrongful registration
Status: in_force

(1) Except as otherwise provided in ORS 78.4060 (Obligation to notify issuer of lost, destroyed or wrongfully taken security certificate) , an issuer is liable for wrongful registration of transfer if the issuer has registered a transfer of a security to a person not entitled to it and the transfer was registered:

(a) Pursuant to an ineffective indorsement or instruction;

(b) After a demand that the issuer not register transfer became effective under ORS 78.4030 (Demand that issuer not register transfer) (1) and the issuer did not comply with ORS 78.4030 (Demand that issuer not register transfer) (2);

(c) After the issuer had been served with an injunction, restraining order or other legal process enjoining it from registering the transfer, issued by a court of competent jurisdiction, and the issuer had a reasonable opportunity to act on the injunction, restraining order or other legal process; or

(d) By an issuer acting in collusion with the wrongdoer.

(2) An issuer that is liable for wrongful registration of transfer under subsection (1) of this section on demand shall provide the person entitled to the security with a like certificated or uncertificated security and any payments or distributions that the person did not receive as a result of the wrongful registration. If an overissue would result, the issuer’s liability to provide the person with a like security is governed by ORS 78.2100 (Overissue) .

(3) Except as otherwise provided in subsection (1) of this section or in a law relating to the collection of taxes, an issuer is not liable to an owner or other person suffering loss as a result of the registration of a transfer of a security if registration was made pursuant to an effective indorsement or instruction. [1961 c.726 § 78.4040 (Wrongful registration) ; 1985 c.676 § 78.4040 (Wrongful registration) ; 1995 c.328 §37]

Source: Section 78.4040 — Wrongful registration , https://www.­oregonlegislature.­gov/bills_laws/ors/ors078.­html (accessed May 26, 2025).
ORS § 84.016 — OR Code / Title 8 / Chapter 84 / Section 84.016
84.016 Construction and application
Status: in_force

ORS 84.001 (Short title) to 84.061 (Federal electronic signatures law partially superseded) must be construed and applied:

(1) To facilitate electronic transactions consistent with other applicable law;

(2) To be consistent with reasonable practices concerning electronic transactions and with the continued expansion of those practices; and

(3) To effectuate the general purpose of ORS 84.001 (Short title) to 84.061 (Federal electronic signatures law partially superseded) to make uniform the law with respect to the subject of ORS 84.001 (Short title) to 84.061 (Federal electronic signatures law partially superseded) among states enacting it. [2001 c.535 §6]

Source: Section 84.016 — Construction and application , https://www.­oregonlegislature.­gov/bills_laws/ors/ors084.­html (accessed May 26, 2025).
ORS § 83.860 — OR Code / Title 8 / Chapter 83 / Section 83.860
83.860 Applicability of claims and defenses of borrower or lessee when loan made or lease funded in close connection with sale or retail lease
Status: in_force

(1) If a lender makes a loan in close connection with the sale of goods or motor vehicles, the lender is subject to all claims and defenses of the borrower that the borrower as buyer has against the seller or motor vehicle dealer arising out of the sale, notwithstanding any agreement to the contrary. However, the lender’s liability to the borrower shall not exceed the amount owing to the lender, exclusive of unearned interest, at the time the claim or defense is asserted.

(2) If a lender who makes a loan in close connection with a sale of goods or motor vehicles negotiates or assigns any note or other instrument taken as evidence of the obligation of the borrower, the holder of the note or other instrument shall be subject to the claims or defenses of the borrowers set forth in subsection (1) of this section. However, the liability of the holder of the note or other instrument to the borrower shall not exceed the amount owing to the lender exclusive of unearned interest at the time the claim or defense is asserted.

(3) If a financing agency makes or funds a lease in close connection with a retail lease of a motor vehicle, the financing agency is subject to all claims and defenses that the retail lessee has against the retail lessor arising out of the retail lease, notwithstanding any agreement to the contrary. However, the financing agency’s liability to the retail lessee shall not exceed the amount owing to the financing agency, exclusive of unearned interest, at the time the claim or defense is asserted.

(4) If a financing agency that makes or funds a loan in close connection with a retail lease of a motor vehicle negotiates or assigns any note or other instrument taken as evidence of the obligation of the retail lessee, the holder of the note or other instrument shall be subject to the claims or defenses of a retail lessee set forth in subsection (3) of this section. However, the liability of the holder of the note or other instrument to a retail lessee shall not exceed the amount owing to the financing agency exclusive of unearned interest at the time the claim or defense is asserted. [1973 c.626 §2; 2001 c.117 §4]

Source: Section 83.860 — Applicability of claims and defenses of borrower or lessee when loan made or lease funded in close connection with sale or retail lease , https://www.­oregonlegislature.­gov/bills_laws/ors/ors083.­html (accessed May 26, 2025).
ORS § 72.3090 — OR Code / Title 8 / Chapter 72 / Section 72.3090
72.3090 Absence of specific time provisions
Status: in_force

(1) The time for shipment or delivery or any other action under a contract if not provided in this chapter or agreed upon shall be a reasonable time.

(2) Where the contract provides for successive performances but is indefinite in duration it is valid for a reasonable time but unless otherwise agreed may be terminated at any time by either party.

(3) Termination of a contract by one party except on the happening of an agreed event requires that reasonable notification be received by the other party and an agreement dispensing with notification is invalid if its operation would be unconscionable. [1961 c.726 § 72.3090 (Absence of specific time provisions) ]

Source: Section 72.3090 — Absence of specific time provisions; notice of termination , https://www.­oregonlegislature.­gov/bills_laws/ors/ors072.­html (accessed May 26, 2025).
ORS § 77.3050 — OR Code / Title 8 / Chapter 77 / Section 77.3050
77.3050 Destination bills
Status: in_force

(1) Instead of issuing a bill of lading to the consignor at the place of shipment a carrier at the request of the consignor may procure the bill to be issued at destination or at any other place designated in the request.

(2) Upon request of any person entitled as against a carrier to control the goods while in transit and on surrender of possession or control of any outstanding bill of lading or other receipt covering the goods, the issuer, subject to ORS 77.1050 (Reissuance in alternative medium) , may procure a substitute bill to be issued at any place designated in the request. [1961 c.726 § 77.3050 (Destination bills) ; 2009 c.181 §69]

Source: Section 77.3050 — Destination bills , https://www.­oregonlegislature.­gov/bills_laws/ors/ors077.­html (accessed May 26, 2025).
ORS § 80.010 — OR Code / Title 8 / Chapter 80 / Section 80.010
80.010 Assignment of chose in action
Status: in_force

Any bona fide assignment of a chose in action by way of sale or pledge made in writing for a good, valuable and adequate consideration is deemed completed at the time the writing is executed by the assignor and takes effect at the time of execution according to the terms of the writing without the giving of notice to the debtor therein mentioned unless such notice is required by statute; but if notice is not given to a debtor, and such debtor, without knowledge of the assignment pays or discharges in whole or in part the obligation of the debtor to the assignor or to any subsequent assignee of the chose in action who has given notice, such payment constitutes a discharge of the debtor to the extent thereof without prejudice to any right or remedy between the several assignees.

Source: Section 80.010 — Assignment of chose in action; payment by debtor without notice , https://www.­oregonlegislature.­gov/bills_laws/ors/ors080.­html (accessed May 26, 2025).
ORS § 79.0107 — OR Code / Title 8 / Chapter 79 / Section 79.0107
79.0107 UCC 9-107. Control of letter-of-credit right
Status: in_force

A secured party has control of a letter-of-credit right to the extent of any right to payment or performance by the issuer or any nominated person if the issuer or nominated person has consented to an assignment of proceeds of the letter of credit under ORS 75.1140 (Assignment of proceeds) (3) or otherwise applicable law or practice. [2001 c.445 §7]

Source: Section 79.0107 — UCC 9-107. Control of letter-of-credit right , https://www.­oregonlegislature.­gov/bills_laws/ors/ors079.­html (accessed May 26, 2025).
ORS § 84.046 — OR Code / Title 8 / Chapter 84 / Section 84.046
84.046 Transferable records
Status: in_force

(1) As used in this section, “transferable record” means an electronic record that:

(a) Would be a note under ORS chapter 73 or a document under ORS chapter 77 if the electronic record were in writing; and

(b) The issuer of the electronic record expressly has agreed is a transferable record.

(2) A person has control of a transferable record if a system employed for evidencing the transfer of interests in the transferable record reliably establishes that person as the person to which the transferable record was issued or transferred.

(3) A system satisfies subsection (2) of this section, and a person is deemed to have control of a transferable record, if the transferable record is created, stored and assigned in such a manner that:

(a) A single authoritative copy of the transferable record exists that is unique, identifiable and, except as otherwise provided in paragraphs (d), (e) and (f) of this subsection, unalterable;

(b) The authoritative copy identifies the person asserting control as:

(A) The person to which the transferable record was issued; or

(B) If the authoritative copy indicates that the transferable record has been transferred, the person to which the transferable record was most recently transferred;

(c) The authoritative copy is communicated to and maintained by the person asserting control or its designated custodian;

(d) Copies or revisions that add or change an identified assignee of the authoritative copy can be made only with the consent of the person asserting control;

(e) Each copy of the authoritative copy and any copy of a copy is readily identifiable as a copy that is not the authoritative copy; and

(f) Any revision of the authoritative copy is readily identifiable as authorized or unauthorized.

(4) Except as otherwise agreed, a person having control of a transferable record is the holder, as defined in ORS 71.2010 (General definitions) , of the transferable record and has the same rights and defenses as a holder of an equivalent record or writing under the Uniform Commercial Code, including, if the applicable statutory requirements under ORS 73.0302 (Holder in due course) (1), 77.5010 (Form of negotiation and requirements of due negotiation) or 79.0330 (UCC 9-330. Priority of purchaser of chattel paper or instrument) are satisfied, the rights and defenses of a holder in due course, a holder to which a negotiable document of title has been duly negotiated or a purchaser, respectively. Delivery, possession and indorsement are not required to obtain or exercise any of the rights under this subsection.

(5) Except as otherwise agreed, an obligor under a transferable record has the same rights and defenses as an equivalent obligor under equivalent records or writings under the Uniform Commercial Code.

(6) If requested by a person against which enforcement is sought, the person seeking to enforce the transferable record shall provide reasonable proof that the person is in control of the transferable record. Proof may include access to the authoritative copy of the transferable record and related business records sufficient to review the terms of the transferable record and to establish the identity of the person having control of the transferable record. [2001 c.535 §16; 2003 c.14 §32]

Source: Section 84.046 — Transferable records , https://www.­oregonlegislature.­gov/bills_laws/ors/ors084.­html (accessed May 26, 2025).
ORS § 71.1020 — OR Code / Title 8 / Chapter 71 / Section 71.1020
71.1020 Scope of chapter
Status: in_force

This chapter applies to a transaction to the extent that the transaction is governed by ORS chapter 72, 72A, 73, 74, 74A, 75, 77, 78 or 79. [1961 c.726 § 71.1020 (Scope of chapter) ; 2009 c.181 §2]

Source: Section 71.1020 — Scope of chapter , https://www.­oregonlegislature.­gov/bills_laws/ors/ors071.­html (accessed May 26, 2025).
ORS § 83.120 — OR Code / Title 8 / Chapter 83 / Section 83.120
83.120 Receipts
Status: in_force

A buyer shall be given a written receipt for any payment when made in cash. Upon written request of the buyer, the holder of a retail installment contract shall give or forward to the buyer a written statement of the dates and amounts of payments and the total amount unpaid under the contract. Such a statement shall be given the buyer once without charge. If any additional statement is requested by the buyer, it shall be supplied by the holder at a charge not in excess of $1 for each additional statement so supplied. [1963 c.489 §10]

Source: Section 83.120 — Receipts; schedule of payments , https://www.­oregonlegislature.­gov/bills_laws/ors/ors083.­html (accessed May 26, 2025).
ORS § 79.0603 — OR Code / Title 8 / Chapter 79 / Section 79.0603
79.0603 UCC 9-603. Agreement on standards concerning rights and duties
Status: in_force

(1) The parties may determine by agreement the standards measuring the fulfillment of the rights of a debtor or obligor and the duties of a secured party under a rule stated in ORS 79.0602 (UCC 9-602. Waiver and variance of rights and duties) if the standards are not manifestly unreasonable.

(2) Subsection (1) of this section does not apply to the duty under ORS 79.0609 (UCC 9-609. Secured party’s right to take possession after default) to refrain from breaching the peace. [2001 c.445 §101]

Source: Section 79.0603 — UCC 9-603. Agreement on standards concerning rights and duties , https://www.­oregonlegislature.­gov/bills_laws/ors/ors079.­html (accessed May 26, 2025).
ORS § 80.112 — OR Code / Title 8 / Chapter 80 / Section 80.112
80.112 When buyer of farm product, commission merchant and selling agent subject to security interest in farm product created by seller
Status: in_force

Under the central filing system for farm products, a buyer of farm products or commission merchant or selling agent who sells farm products for others shall be subject to a security interest in such farm products created by the seller if:

(1) The buyer or commission merchant or selling agent has failed to register with the Secretary of State prior to the purchase of farm products and the secured party has filed an effective financing statement that covers the farm products being sold;

(2) The buyer or commission merchant or selling agent has received from the Secretary of State a copy of the master list of farm products or written notice, pursuant to ORS 80.118 (Master list of farm products) or 80.121 (Confirmation of existence of any effective financing statement) , that names the seller and specifies the farm products being sold by such seller as being subject to an effective financing statement and the buyer or commission merchant or selling agent does not secure a waiver or release of the security interest specified in such effective financing statement from the secured party by performing any payment obligation or otherwise; or

(3) The buyer or commission merchant or selling agent participates in the Secretary of State’s computer access program that names the seller and specifies the farm products being sold by such seller as being subject to an effective financing statement and the buyer or commission merchant or selling agent does not secure a waiver or release of the security interest specified in such effective financing statement from the secured party by performing any payment obligation or otherwise. [Formerly 79.6050]

Source: Section 80.112 — When buyer of farm product, commission merchant and selling agent subject to security interest in farm product created by seller , https://www.­oregonlegislature.­gov/bills_laws/ors/ors080.­html (accessed May 26, 2025).
ORS § 72a.2080 — OR Code / Title 8 / Chapter 72a / Section 72a.2080
72A.2080 Modification, rescission and waiver
Status: in_force

(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, except as between merchants, such a requirement on a form supplied by a merchant must be separately signed by the other party.

(3) Although an attempt at modification or rescission does not satisfy the requirements of subsection (2) of this section, it may operate as a waiver.

(4) A party who has made a waiver affecting an executory portion of a lease contract may retract the waiver by reasonable notification received by the other party that strict performance will be required of any term waived, unless the retraction would be unjust in view of a material change of position in reliance on the waiver. [1989 c.676 §17]

Source: Section 72A.2080 — Modification, rescission and waiver , https://www.­oregonlegislature.­gov/bills_laws/ors/ors72A.­html (accessed May 26, 2025).
ORS § 79.0106 — OR Code / Title 8 / Chapter 79 / Section 79.0106
79.0106 UCC 9-106. Control of investment property
Status: in_force

(1) A person has control of a certificated security, uncertificated security or security entitlement as provided in ORS 78.1060 (Control) .

(2) A secured party has control of a commodity contract if:

(a) The secured party is the commodity intermediary with which the commodity contract is carried; or

(b) The commodity customer, secured party and commodity intermediary have agreed that the commodity intermediary will apply any value distributed on account of the commodity contract as directed by the secured party without further consent by the commodity customer.

(3) A secured party having control of all security entitlements or commodity contracts carried in a securities account or commodity account has control over the securities account or commodity account. [2001 c.445 §6]

Source: Section 79.0106 — UCC 9-106. Control of investment property , https://www.­oregonlegislature.­gov/bills_laws/ors/ors079.­html (accessed May 26, 2025).
ORS § 73.0104 — OR Code / Title 8 / Chapter 73 / Section 73.0104
73.0104 Negotiable instrument
Status: in_force

(1) Except as provided in subsections (3) and (4) of this section, “negotiable instrument” means an unconditional promise or order to pay a fixed amount of money, with or without interest or other charges described in the promise or order, if it:

(a) Is payable to bearer or to order at the time it is issued or first comes into possession of a holder;

(b) Is payable on demand or at a definite time; and

(c) Does not state any other undertaking or instruction by the person promising or ordering payment to do any act in addition to the payment of money, but the promise or order may contain:

(A) An undertaking or power to give, maintain or protect collateral to secure payment;

(B) An authorization or power to the holder to confess judgment or realize on or dispose of collateral; or

(C) A waiver of the benefit of any law intended for the advantage or protection of an obligor.

(2) “Instrument” means a negotiable instrument.

(3) An order that meets all of the requirements of subsection (1) of this section, except subsection (1)(a) of this section, and otherwise falls within the definition of “check” in subsection (6) of this section, is a negotiable instrument and a check.

(4) A promise or order other than a check is not an instrument if, at the time it is issued or first comes into possession of a holder, it contains a conspicuous statement, however expressed, to the effect that the promise or order is not negotiable or is not an instrument governed by this chapter.

(5) An instrument is a “note” if it is a promise. An instrument is a “draft” if it is an order. If an instrument falls within the definition of both “note” and “draft,” a person entitled to enforce the instrument may treat it as either.

(6) “Check” means a draft, other than a documentary draft, payable on demand and drawn on a bank, or a cashier’s check or teller’s check. An instrument may be a check even though it is described on its face by another term, such as “money order.”

(7) “Cashier’s check” means a draft with respect to which the drawer and drawee are the same bank or branches of the same bank.

(8) “Teller’s check” means a draft drawn by a bank:

(a) On another bank; or

(b) Payable at or through a bank.

(9) “Traveler’s check” means an instrument that:

(a) Is payable on demand;

(b) Is drawn on or payable at or through a bank;

(c) Is designated by the term “traveler’s check” or by a substantially similar term; and

(d) Requires, as a condition to payment, a countersignature by a person whose specimen signature appears on the instrument.

(10) “Certificate of deposit” means an instrument containing an acknowledgment by a bank that a sum of money has been received by the bank and a promise by the bank to repay the sum of money. A certificate of deposit is a note of the bank.

(11) Intentionally left blank —Ed.

(a) “Demand draft” means a writing not signed by a customer that is created by a third party under the purported authority of the customer for the purpose of charging the customer’s account with a bank. A demand draft does not include a check drawn by a fiduciary, as defined in ORS 73.0307 (Notice of breach of fiduciary duty) . A demand draft may contain any or all of the following:

(A) The customer’s printed or typewritten name or account number;

(B) A notation that the customer authorized the draft; and

(C) The statement “No signature required” or words to that effect.

(b) “Demand draft” shall not include a check purportedly drawn by and bearing the signature of a fiduciary as defined in ORS 73.0307 (Notice of breach of fiduciary duty) . [1993 c.545 §7; 1997 c.822 §2]

Source: Section 73.0104 — Negotiable instrument; other definitions , https://www.­oregonlegislature.­gov/bills_laws/ors/ors073.­html (accessed May 26, 2025).
ORS § 71.3060 — OR Code / Title 8 / Chapter 71 / Section 71.3060
71.3060 Waiver or renunciation of claim or right after breach
Status: in_force

A claim or right arising out of an alleged breach may be discharged in whole or in part without consideration by agreement of the aggrieved party in an authenticated record. [2009 c.181 §19]

Note: See note under 71.3010 (Territorial applicability) .

Source: Section 71.3060 — Waiver or renunciation of claim or right after breach , https://www.­oregonlegislature.­gov/bills_laws/ors/ors071.­html (accessed May 26, 2025).
ORS § 73.0403 — OR Code / Title 8 / Chapter 73 / Section 73.0403
73.0403 Unauthorized signature
Status: in_force

(1) Unless otherwise provided in this chapter or ORS chapter 74, an unauthorized signature is ineffective except as the signature of the unauthorized signer in favor of a person who, in good faith, pays the instrument or takes it for value or for collection. An unauthorized signature may be ratified for all purposes of this chapter.

(2) If the signature of more than one person is required to constitute the authorized signature of an organization, the signature of the organization is unauthorized if one of the required signatures is lacking.

(3) The civil or criminal liability of a person who makes an unauthorized signature is not affected by any provision of this chapter that makes the unauthorized signature effective for the purposes of this chapter. [1993 c.545 §44]

Source: Section 73.0403 — Unauthorized signature , https://www.­oregonlegislature.­gov/bills_laws/ors/ors073.­html (accessed May 26, 2025).
ORS § 73.0601 — OR Code / Title 8 / Chapter 73 / Section 73.0601
73.0601 Discharge and effect of discharge
Status: in_force

(1) The obligation of a party to pay the instrument is discharged as stated in this chapter or by an act or agreement with the party which would discharge an obligation to pay money under a simple contract.

(2) Discharge of the obligation of a party is not effective against a person acquiring rights of a holder in due course of the instrument without notice of the discharge. [1993 c.545 §67]

Source: Section 73.0601 — Discharge and effect of discharge , https://www.­oregonlegislature.­gov/bills_laws/ors/ors073.­html (accessed May 26, 2025).
ORS § 71.3010 — OR Code / Title 8 / Chapter 71 / Section 71.3010
71.3010 Territorial applicability
Status: in_force

(1) Except as provided in this section, when a transaction bears a reasonable relation to this state and also to another state or nation, the parties may agree that the law either of this state or of such other state or nation shall govern their rights and duties.

(2) In the absence of such an agreement effective under subsection (1) of this section and except as provided in subsection (3) of this section, the Uniform Commercial Code applies to transactions bearing an appropriate relation to this state.

(3) If one of the following provisions of the Uniform Commercial Code specifies the applicable law, that provision governs and a contrary agreement is effective only to the extent permitted by the law so specified:

(a) Rights of creditors against sold goods as specified in ORS 72.4020 (Rights of seller’s creditors against sold goods) .

(b) Applicability of ORS chapter 72A on leases.

(c) Applicability of ORS chapter 74 as specified in ORS 74.1020 (Applicability) .

(d) Applicability of ORS chapter 74A as specified in ORS 74A.5070 (Choice of law) .

(e) Applicability of ORS chapter 75 as specified in ORS 75.1160 (Choice of law and forum) .

(f) Applicability of ORS chapter 78 as specified in ORS 78.1100 (Applicability) .

(g) ORS 79.0301 (UCC 9-301. Law governing perfection and priority of security interests) to 79.0307 (UCC 9-307. Location of debtor) governing perfection, the effect of perfection or nonperfection and the priority of security interests and agricultural liens. [2009 c.181 §14]

Note: 71.3010 (Territorial applicability) to 71.3100 (Subordinated obligations) were added to and made a part of the Uniform Commercial Code by legislative action but were not added to ORS chapter 71 or any series therein. See Preface to Oregon Revised Statutes for further explanation.

Source: Section 71.3010 — Territorial applicability; parties’ power to choose applicable law , https://www.­oregonlegislature.­gov/bills_laws/ors/ors071.­html (accessed May 26, 2025).
ORS § 72.8170 — OR Code / Title 8 / Chapter 72 / Section 72.8170
72.8170 Authority of manufacturer who makes express warranty to suggest methods of effectuating service and repair
Status: in_force

ORS 72.8010 (Definitions for ORS 72.8010 to 72.8200) to 72.8200 (Operative dates) do not prohibit a manufacturer who makes an express warranty from suggesting methods of effectuating service and repair, in accordance with the terms and conditions of the express warranty, other than those required by ORS 72.8010 (Definitions for ORS 72.8010 to 72.8200) to 72.8200 (Operative dates) . [1973 c.413 §15]

Note: See note under 72.8010 (Definitions for ORS 72.8010 to 72.8200) .

Source: Section 72.8170 — Authority of manufacturer who makes express warranty to suggest methods of effectuating service and repair , https://www.­oregonlegislature.­gov/bills_laws/ors/ors072.­html (accessed May 26, 2025).
ORS § 72a.5190 — OR Code / Title 8 / Chapter 72a / Section 72a.5190
72A.5190 Lessee’s damages for nondelivery, repudiation, default and breach of warranty in regard to accepted goods
Status: in_force

(1) Except as otherwise provided in ORS 72A.5030 (Modification or impairment of rights and remedies) with respect to damages liquidated in the lease agreement or otherwise determined pursuant to agreement of the parties under ORS 71.3020 (Variation by agreement) and 72A.5030 (Modification or impairment of rights and remedies) , if a lessee elects not to cover or a lessee elects to cover and the cover is by lease agreement that for any reason does not qualify for treatment under ORS 72A.5180 (Cover) , or is by purchase or otherwise, the measure of damages for nondelivery or repudiation by the lessor or for rejection or revocation of acceptance by the lessee is the present value, as of the date of the default, of the then market rent minus the present value as of the same date of the original rent, computed for the remaining lease term of the original lease agreement, together with incidental and consequential damages, less expenses saved in consequence of the lessor’s default.

(2) Market rent is to be determined as of the place for tender or, in cases of rejection after arrival or revocation of acceptance, as of the place of arrival.

(3) Except as otherwise agreed, if the lessee has accepted goods and given notification under ORS 72A.5160 (Effect of acceptance of goods) , the measure of damages for nonconforming tender or delivery or other default by a lessor is the loss resulting in the ordinary course of events from the lessor’s default as determined in any manner that is reasonable together with incidental and consequential damages, less expenses saved in consequence of the lessor’s default.

(4) Except as otherwise agreed, the measure of damages for breach of warranty is the present value at the time and place of acceptance of the difference between the value of the use of the goods accepted and the value if they had been as warranted for the lease term, unless special circumstances show proximate damages of a different amount, together with incidental and consequential damages, less expenses saved in consequence of the lessor’s default or breach of warranty. [1989 c.676 §66; 1993 c.646 §14; 2009 c.181 §40]

Source: Section 72A.5190 — Lessee’s damages for nondelivery, repudiation, default and breach of warranty in regard to accepted goods , https://www.­oregonlegislature.­gov/bills_laws/ors/ors72A.­html (accessed May 26, 2025).
ORS § 71.2030 — OR Code / Title 8 / Chapter 71 / Section 71.2030
71.2030 Lease distinguished from security interest
Status: in_force

(1) Whether a transaction in the form of a lease creates a lease or security interest is determined by the facts of each case.

(2) A transaction in the form of a lease creates a security interest if the consideration that the lessee is to pay the lessor for the right to possession and use of the goods is an obligation for the term of the lease and is not subject to termination by the lessee, and:

(a) The original term of the lease is equal to or greater than the remaining economic life of the goods;

(b) The lessee is bound to renew the lease for the remaining economic life of the goods or is bound to become the owner of the goods;

(c) The lessee has an option to renew the lease for the remaining economic life of the goods for no additional consideration or for nominal additional consideration upon compliance with the lease agreement; or

(d) The lessee has an option to become the owner of the goods for no additional consideration or for nominal additional consideration upon compliance with the lease agreement.

(3) A transaction in the form of a lease does not create a security interest merely because:

(a) The present value of the consideration the lessee is obligated to pay the lessor for the right to possession and use of the goods is substantially equal to or is greater than the fair market value of the goods at the time the lease is entered into;

(b) The lessee assumes risk of loss of the goods;

(c) The lessee agrees to pay, with respect to the goods, taxes, insurance, filing, recording or registration fees or service or maintenance costs;

(d) The lessee has an option to renew the lease or to become the owner of the goods;

(e) The lessee has an option to renew the lease for a fixed rent that is equal to or greater than the reasonably predictable fair market rent for the use of the goods for the term of the renewal at the time the option is to be performed; or

(f) The lessee has an option to become the owner of the goods for a fixed price that is equal to or greater than the reasonably predictable fair market value of the goods at the time the option is to be performed.

(4) Additional consideration is nominal if it is less than the lessee’s reasonably predictable cost of performing under the lease agreement if the option is not exercised. Additional consideration is not nominal if:

(a) When the option to renew the lease is granted to the lessee, the rent is stated to be the fair market rent for the use of the goods for the term of the renewal determined at the time the option is to be performed; or

(b) When the option to become the owner of the goods is granted to the lessee, the price is stated to be the fair market value of the goods determined at the time the option is to be performed.

(5) The remaining economic life of the goods and reasonably predictable fair market rent, fair market value or cost of performing under the lease agreement must be determined with reference to the facts and circumstances at the time the transaction is entered into. [1961 c.726 § 71.2030 (Lease distinguished from security interest) ; 2009 c.181 §10]

Source: Section 71.2030 — Lease distinguished from security interest , https://www.­oregonlegislature.­gov/bills_laws/ors/ors071.­html (accessed May 26, 2025).
ORS § 79.0618 — OR Code / Title 8 / Chapter 79 / Section 79.0618
79.0618 UCC 9-618. Rights and duties of certain secondary obligors
Status: in_force

(1) A secondary obligor acquires the rights and becomes obligated to perform the duties of the secured party after the secondary obligor:

(a) Receives an assignment of a secured obligation from the secured party;

(b) Receives a transfer of collateral from the secured party and agrees to accept the rights and assume the duties of the secured party; or

(c) Is subrogated to the rights of a secured party with respect to collateral.

(2) An assignment, transfer or subrogation described in subsection (1) of this section:

(a) Is not a disposition of collateral under ORS 79.0610 (UCC 9-610. Disposition of collateral after default) ; and

(b) Relieves the secured party of further duties under this chapter. [2001 c.445 §116]

Source: Section 79.0618 — UCC 9-618. Rights and duties of certain secondary obligors , https://www.­oregonlegislature.­gov/bills_laws/ors/ors079.­html (accessed May 26, 2025).