ORS § 78.3040 — OR Code / Title 8 / Chapter 78 / Section 78.3040
78.3040 Indorsement
Status: in_force

(1) An indorsement may be in blank or special. An indorsement in blank includes an indorsement to bearer. A special indorsement specifies to whom a security is to be transferred or who has power to transfer it. A holder may convert a blank indorsement to a special indorsement.

(2) An indorsement purporting to be only of part of a security certificate representing units intended by the issuer to be separately transferable is effective to the extent of the indorsement.

(3) An indorsement, whether special or in blank, does not constitute a transfer until delivery of the certificate on which it appears or, if the indorsement is on a separate document, until delivery of both the document and the certificate.

(4) If a security certificate in registered form has been delivered to a purchaser without a necessary indorsement, the purchaser may become a protected purchaser only when the indorsement is supplied. However, against a transferor, a transfer is complete upon delivery and the purchaser has a specifically enforceable right to have any necessary indorsement supplied.

(5) An indorsement of a security certificate in bearer form may give notice of an adverse claim to the certificate, but it does not otherwise affect a right to registration that the holder possesses.

(6) Unless otherwise agreed, a person making an indorsement assumes only the obligations imposed by ORS 78.1080 (Warranties in direct holding) and not an obligation that the security will be honored by the issuer. [1961 c.726 § 78.3040 (Indorsement) ; 1985 c.676 § 78.3040 (Indorsement) ; 1995 c.328 §30]

Source: Section 78.3040 — Indorsement , https://www.­oregonlegislature.­gov/bills_laws/ors/ors078.­html (accessed May 26, 2025).
ORS § 73.0602 — OR Code / Title 8 / Chapter 73 / Section 73.0602
73.0602 Payment
Status: in_force

(1) Subject to subsection (2) of this section, an instrument is paid to the extent payment is made by or on behalf of a party obliged to pay the instrument, and to a person entitled to enforce the instrument. To the extent of the payment, the obligation of the party obliged to pay the instrument is discharged even though payment is made with knowledge of a claim to the instrument under ORS 73.0306 (Claims to an instrument) or by another person.

(2) The obligation of a party to pay the instrument is not discharged under subsection (1) of this section if:

(a) A claim to the instrument under ORS 73.0306 (Claims to an instrument) is enforceable against the party receiving payment and:

(A) Payment is made with knowledge of the payor that payment is prohibited by injunction or similar process or a court of competent jurisdiction; or

(B) In the case an instrument other than a cashier’s check, teller’s check or certified check, the party making payment accepted, from the person having a claim to the instrument, indemnity against loss resulting from refusal to pay the person entitled to enforce the instrument; or

(b) The person making payment knows that the instrument is a stolen instrument and pays a person it knows is in wrongful possession of the instrument. [1993 c.545 §68]

Source: Section 73.0602 — Payment , https://www.­oregonlegislature.­gov/bills_laws/ors/ors073.­html (accessed May 26, 2025).
ORS § 72a.5290 — OR Code / Title 8 / Chapter 72a / Section 72a.5290
72A.5290 Lessor’s action for the rent
Status: in_force

(1) After default by the lessee under the lease contract of the type described in ORS 72A.5230 (Lessor’s remedies) , or, if agreed after other default by the lessee, if the lessor complies with subsection (2) of this section, the lessor may recover from the lessee as damages:

(a) For goods accepted by the lessee and not repossessed by or tendered to the lessor and for conforming goods lost or damaged within a commercially reasonable time after risk of loss passes to the lessee as provided in ORS 72A.2190 (Risk of loss) :

(A) Accrued and unpaid rent as of the date of entry of judgment in favor of the lessor;

(B) The present value as of the same date of the rent for the then remaining lease term of the lease agreement; and

(C) Any incidental damages allowed under ORS 72A.5300 (Lessor’s incidental damages) , less expenses saved in consequence of the lessee’s default; and

(b) For goods identified to the lease contract if the lessor is unable after reasonable effort to dispose of them at a reasonable price or the circumstances reasonably indicate that effort will be unavailing, accrued and unpaid rent as of the date of entry of judgment in favor of the lessor, the present value as of the same date of the rent for the then remaining lease term of the lease agreement and any incidental damages allowed under ORS 72A.5300 (Lessor’s incidental damages) , less expenses saved in consequence of the lessee’s default.

(2) Except as provided in subsection (3) of this section, the lessor shall hold for the lessee for the remaining lease term of the lease agreement any goods that have been identified to the lease contract and are in the lessor’s control.

(3) The lessor may dispose of the goods at any time before collection of the judgment for damages obtained pursuant to subsection (1) of this section. If the disposition is before the end of the remaining lease term of the lease agreement, the lessor’s recovery against the lessee for damages is governed by ORS 72A.5270 (Lessor’s rights to dispose of goods) or 72A.5280 (Lessor’s damages for default) , and the lessor will cause an appropriate credit to be provided against a judgment for damages to the extent that the amount of the judgment exceeds the recovery available pursuant to ORS 72A.5270 (Lessor’s rights to dispose of goods) or 72A.5280 (Lessor’s damages for default) .

(4) Payment of the judgment for damages obtained pursuant to subsection (1) of this section entitles the lessee to the use and possession of the goods not then disposed of for the remaining lease term of and in accordance with the lease agreement.

(5) After a lessee has wrongfully rejected or revoked acceptance of goods, has failed to pay rent then due or has repudiated as provided in ORS 72A.4020 (Anticipatory repudiation) , a lessor who is held not entitled to rent under this section must nevertheless be awarded damages for nonacceptance under ORS 72A.5270 (Lessor’s rights to dispose of goods) and 72A.5280 (Lessor’s damages for default) . [1989 c.676 §76; 1993 c.646 §19]

Source: Section 72A.5290 — Lessor’s action for the rent , https://www.­oregonlegislature.­gov/bills_laws/ors/ors72A.­html (accessed May 26, 2025).
ORS § 72.3190 — OR Code / Title 8 / Chapter 72 / Section 72.3190
72.3190 F.O.B. and F.A.S. terms
Status: in_force

(1) Unless otherwise agreed the term F.O.B. (which means “free on board”) at a named place, even though used only in connection with the stated price, is a delivery term under which:

(a) When the term is F.O.B. the place of shipment, the seller must at that place ship the goods in the manner provided in ORS 72.5040 (Shipment by seller) and bear the expense and risk of putting them into the possession of the carrier; or

(b) When the term is F.O.B. the place of destination, the seller must at the expense and risk of the seller transport the goods to that place and there tender delivery of them in the manner provided in ORS 72.5030 (Manner of seller’s tender of delivery) ;

(c) When under either (a) or (b) the term is also F.O.B. vessel, car or other vehicle, the seller must in addition at the expense and risk of the seller load the goods on board. If the term is F.O.B. vessel the buyer must name the vessel and in an appropriate case the seller must comply with the provisions of ORS 72.3230 (Form of bill of lading required in overseas shipment) on the form of bill of lading.

(2) Unless otherwise agreed the term F.A.S. vessel (which means “free alongside ship”) at a named port, even though used only in connection with the stated price, is a delivery term under which the seller must:

(a) At the expense and risk of the seller deliver the goods alongside the vessel in the manner usual in that port or on a dock designated and provided by the buyer; and

(b) Obtain and tender a receipt for the goods in exchange for which the carrier is under a duty to issue a bill of lading.

(3) Unless otherwise agreed in any case falling within paragraph (a) or (c) of subsection (1) of this section or subsection (2) of this section the buyer must seasonably give any needed instructions for making delivery, including when the term is F.A.S. or F.O.B. the loading berth of the vessel and in an appropriate case its name and sailing date. The seller may treat the failure of needed instructions as a failure of cooperation as provided in ORS 72.3110 (Options and cooperation respecting performance) . The seller may also at the option of the seller move the goods in any reasonable manner preparatory to delivery or shipment.

(4) Under the term F.O.B. vessel or F.A.S. unless otherwise agreed the buyer must make payment against tender of the required documents and the seller may not tender nor the buyer demand delivery of the goods in substitution for the documents. [1961 c.726 § 72.3190 (F.O.B. and F.A.S. terms) ]

Source: Section 72.3190 — F.O.B. and F.A.S. terms , https://www.­oregonlegislature.­gov/bills_laws/ors/ors072.­html (accessed May 26, 2025).
ORS § 79.0308 — OR Code / Title 8 / Chapter 79 / Section 79.0308
79.0308 UCC 9-308. When security interest or agricultural lien is perfected
Status: in_force

(1) Except as otherwise provided in this section and ORS 79.0309 (UCC 9-309. Security interest perfected upon attachment) , a security interest is perfected if it has attached and all of the applicable requirements for perfection in ORS 79.0310 (UCC 9-310. When filing required to perfect security interest or agricultural lien) to 79.0316 (UCC 9-316. Effect of change in governing law) have been satisfied. A security interest is perfected when it attaches if the applicable requirements are satisfied before the security interest attaches.

(2) An agricultural lien is perfected if it has become effective and all of the applicable requirements for perfection in ORS 79.0310 (UCC 9-310. When filing required to perfect security interest or agricultural lien) have been satisfied. An agricultural lien is perfected when it becomes effective if the applicable requirements are satisfied before the agricultural lien becomes effective.

(3) A security interest or agricultural lien is perfected continuously if it is originally perfected by one method under this chapter and is later perfected by another method under this chapter, without an intermediate period when it was unperfected.

(4) Perfection of a security interest in collateral also perfects a security interest in a supporting obligation for the collateral.

(5) Perfection of a security interest in a right to payment or performance also perfects a security interest in a security interest, mortgage or other lien on personal or real property securing the right.

(6) Perfection of a security interest in a securities account also perfects a security interest in the security entitlements carried in the securities account.

(7) Perfection of a security interest in a commodity account also perfects a security interest in the commodity contracts carried in the commodity account. [2001 c.445 §28]

Source: Section 79.0308 — UCC 9-308. When security interest or agricultural lien is perfected; continuity of perfection , https://www.­oregonlegislature.­gov/bills_laws/ors/ors079.­html (accessed May 26, 2025).
ORS § 72a.3010 — OR Code / Title 8 / Chapter 72a / Section 72a.3010
72A.3010 Enforceability of lease contract
Status: in_force

Except as otherwise provided in this chapter, a lease contract is effective and enforceable according to its terms between the parties, against purchasers of the goods and against creditors of the parties. [1989 c.676 §31]

Source: Section 72A.3010 — Enforceability of lease contract , https://www.­oregonlegislature.­gov/bills_laws/ors/ors72A.­html (accessed May 26, 2025).
ORS § 73.0413 — OR Code / Title 8 / Chapter 73 / Section 73.0413
73.0413 Obligation of acceptor
Status: in_force

(1) The acceptor of a draft is obligated to pay the draft:

(a) According to its terms at the time it was accepted, even though the acceptance states that the draft is payable “as originally drawn” or equivalent terms;

(b) If the acceptance varies the terms of the draft, according to the terms of the draft as varied; or

(c) If the acceptance is of a draft that is an incomplete instrument, according to its terms when completed, to the extent stated in ORS 73.0115 (Incomplete instrument) and 73.0407 (Alteration) .

(2) The obligation to pay is owed to a person entitled to enforce the draft or to the drawer or an indorser who paid the draft under ORS 73.0414 (Obligation of drawer) or 73.0415 (Obligation of indorser) .

(3) If the certification of a check or other acceptance of a draft states the amount certified or accepted, the obligation of the acceptor is that amount. If the certification or acceptance does not state an amount, the amount of the instrument is subsequently raised, and the instrument is then negotiated to a holder in due course, the obligation of the acceptor is the amount of the instrument at the time it was taken by the holder in due course. [1993 c.545 §54]

Source: Section 73.0413 — Obligation of acceptor , https://www.­oregonlegislature.­gov/bills_laws/ors/ors073.­html (accessed May 26, 2025).
ORS § 72a.5100 — OR Code / Title 8 / Chapter 72a / Section 72a.5100
72A.5100 Installment lease contracts
Status: in_force

(1) Under an installment lease contract a lessee may reject any delivery that is nonconforming if the nonconformity substantially impairs the value of that delivery and cannot be cured or the nonconformity is a defect in the required documents. However, if the nonconformity does not fall within subsection (2) of this section and the lessor or the supplier gives adequate assurance of its cure, the lessee must accept that delivery.

(2) Whenever nonconformity or default with respect to one or more deliveries substantially impairs the value of the installment lease contract as a whole there is a default with respect to the whole. However, the aggrieved party reinstates the installment lease contract as a whole if the aggrieved party accepts a nonconforming delivery without seasonably notifying of cancellation or brings an action with respect only to past deliveries or demands performance as to future deliveries. [1989 c.676 §57]

Source: Section 72A.5100 — Installment lease contracts; rejection and default , https://www.­oregonlegislature.­gov/bills_laws/ors/ors72A.­html (accessed May 26, 2025).
ORS § 77.4040 — OR Code / Title 8 / Chapter 77 / Section 77.4040
77.4040 No liability for good faith delivery pursuant to document of title
Status: in_force

A bailee that in good faith has received goods and delivered or otherwise disposed of the goods according to the terms of a document of title or pursuant to this chapter is not liable for the goods even if:

(1) The person from which the bailee received the goods did not have authority to procure the document or to dispose of the goods; or

(2) The person to which the bailee delivered the goods did not have authority to receive the goods. [1961 c.726 § 77.4040 (No liability for good faith delivery pursuant to document of title) ; 2009 c.181 §76]

WAREHOUSE RECEIPTS AND BILLS OF LADING: NEGOTIATION AND TRANSFER

Source: Section 77.4040 — No liability for good faith delivery pursuant to document of title , https://www.­oregonlegislature.­gov/bills_laws/ors/ors077.­html (accessed May 26, 2025).
ORS § 75.1130 — OR Code / Title 8 / Chapter 75 / Section 75.1130
75.1130 Successor of beneficiary
Status: in_force

(1) A successor of a beneficiary may consent to amendments, sign and present documents and receive payment or other items of value in the name of the beneficiary without disclosing its status as a successor.

(2) A successor of a beneficiary may consent to amendments, sign and present documents and receive payment or other items of value in its own name as the disclosed successor of the beneficiary. Except as provided in subsection (5) of this section, an issuer shall recognize a disclosed successor of a beneficiary as beneficiary in full substitution for its predecessor upon compliance with the requirements for recognition by the issuer of a transfer of drawing rights by operation of law under the standard practice referred to in ORS 75.1080 (Issuer’s rights and obligations) (5) or, in the absence of such a practice, compliance with other reasonable procedures sufficient to protect the issuer.

(3) An issuer is not obliged to determine whether a purported successor is a successor of a beneficiary or whether the signature of a purported successor is genuine or authorized.

(4) Honor of a purported successor’s apparently complying presentation under subsection (1) or (2) of this section has the consequences specified in ORS 75.1080 (Issuer’s rights and obligations) (9) even if the purported successor is not the successor of a beneficiary. Documents signed in the name of the beneficiary or of a disclosed successor by a person who is neither the beneficiary nor the successor of the beneficiary are forged documents for the purposes of ORS 75.1090 (Fraud and forgery) .

(5) An issuer whose rights of reimbursement are not covered by subsection (4) of this section or substantially similar law and any confirmer or nominated person may decline to recognize a presentation under subsection (2) of this section.

(6) A beneficiary whose name is changed after the issuance of a letter of credit has the same rights and obligations as a successor of a beneficiary under this section. [1961 c.726 § 75.1130 (Successor of beneficiary) ; 1997 c.150 §16]

Source: Section 75.1130 — Successor of beneficiary , https://www.­oregonlegislature.­gov/bills_laws/ors/ors075.­html (accessed May 26, 2025).
ORS § 80.118 — OR Code / Title 8 / Chapter 80 / Section 80.118
80.118 Master list of farm products
Status: in_force

(1) Under the central filing system for farm products, the Secretary of State shall record the date and time of filing of effective financing statements or changes thereto, and compile this information into a master list organized according to farm products. The Secretary of State shall by rule determine the categories of farm products.

(2) Within each category of farm products, the Secretary of State shall arrange the master list:

(a) In alphabetical order by last name of the debtor or in the case of a debtor doing business other than as an individual, by the first word in the name of such debtor;

(b) In ascending alphabetical or numerical order, as appropriate, according to the approved unique identifier of the individual debtor;

(c) Geographically by county; and

(d) By crop year.

(3) The master list shall contain all the information on all the effective financing statements filed in the system that have not lapsed. The master list shall be arranged to provide delivery to any registrant of any information relating to any product, produced in any county for any crop year covered by the system and shall be in a form that is readable by humans without special equipment.

(4) The Secretary of State shall maintain a list of all buyers of farm products, commission merchants and selling agents who register with the Secretary of State on a form indicating:

(a) The name and address of each buyer, commission merchant and selling agent;

(b) The interest of each buyer, commission merchant or selling agent in receiving the master list on farm products; and

(c) The farm products in which each buyer, commission merchant and selling agent has an interest.

(5) The Secretary of State shall distribute monthly to each buyer, commission merchant and selling agent registered under this section a copy of those portions of the master list that the buyer, commission merchant or selling agent has registered an interest in receiving. The Secretary of State shall by rule prescribe the yearly subscription fee for such copies of the monthly master list. [Formerly 79.6070; 2007 c.186 §16]

Source: Section 80.118 — Master list of farm products; list of buyers, commission merchants and selling agents; distribution of master list; fee; rules , https://www.­oregonlegislature.­gov/bills_laws/ors/ors080.­html (accessed May 26, 2025).
ORS § 72a.5310 — OR Code / Title 8 / Chapter 72a / Section 72a.5310
72A.5310 Standing to sue third parties for injury to goods
Status: in_force

(1) If a third party so deals with goods that have been identified to a lease contract as to cause actionable injury to a party to the lease contract, the lessor has a right of action against the third party and the lessee also has a right of action against the third party if the lessee:

(a) Has a security interest in the goods;

(b) Has an insurable interest in the goods; or

(c) Bears the risk of loss under the lease contract or has since the injury assumed that risk as against the lessor and the goods have been converted or destroyed.

(2) If at the time of the injury the party plaintiff did not bear the risk of loss as against the other party to the lease contract and there is no arrangement between them for disposition of the recovery, the plaintiff’s suit or settlement, subject to the plaintiff’s own interest, is as a fiduciary for the other party to the lease contract.

(3) Either party with the consent of the other may sue for the benefit of whom it may concern. [1989 c.676 §78]

Source: Section 72A.5310 — Standing to sue third parties for injury to goods , https://www.­oregonlegislature.­gov/bills_laws/ors/ors72A.­html (accessed May 26, 2025).
ORS § 72.6090 — OR Code / Title 8 / Chapter 72 / Section 72.6090
72.6090 Right to adequate assurance of performance
Status: in_force

(1) A contract for sale imposes an obligation on each party that the other’s expectation of receiving due performance will not be impaired. When reasonable grounds for insecurity arise with respect to the performance of either party the other may in writing demand adequate assurance of due performance and until that party receives such assurance may if commercially reasonable suspend any performance for which that party has not already received the agreed return.

(2) Between merchants the reasonableness of grounds for insecurity and the adequacy of any assurance offered shall be determined according to commercial standards.

(3) Acceptance of any improper delivery or payment does not prejudice the aggrieved party’s right to demand adequate assurance of future performance.

(4) After receipt of a justified demand failure to provide within a reasonable time not exceeding 30 days such assurance of due performance as is adequate under the circumstances of the particular case is a repudiation of the contract. [1961 c.726 § 72.6090 (Right to adequate assurance of performance) ]

Source: Section 72.6090 — Right to adequate assurance of performance , https://www.­oregonlegislature.­gov/bills_laws/ors/ors072.­html (accessed May 26, 2025).
ORS § 83.580 — OR Code / Title 8 / Chapter 83 / Section 83.580
83.580 Insurance
Status: in_force

(1) The amount, if any, included for automobile insurance, shall not exceed the premiums chargeable in accordance with rate filings made by the insurer with the Director of the Department of Consumer and Business Services for such insurance.

(2) The amount, if any, included for life, health and accident or other insurance, other than automobile insurance, shall not exceed the premiums charged by the insurer.

(3) Except as provided in ORS 743.377 (Credit life and credit health insurance policy or group certificate) , the motor vehicle dealer or financing agency, if an amount for automobile or other insurance on the motor vehicle is included in a retail installment contract, shall within 30 days after execution of the retail installment contract send or cause to be sent to the buyer a policy or policies or certificate of insurance, written by an insurance company authorized to do business in this state, clearly setting forth the amount of the premium, the kind or kinds of insurance and the scope of the coverage and all the terms, exceptions, limitations, restrictions and conditions of the contract or contracts of insurance. The buyer of a motor vehicle under a retail installment contract shall have the privilege of purchasing such insurance from an insurance producer of the selection of the buyer and of selecting an insurance company acceptable to the motor vehicle dealer; provided, however, that the inclusion of the insurance premium in the retail installment contract when the buyer selects the insurance producer or company, shall be optional with the motor vehicle dealer and in such case the motor vehicle dealer or financing agency shall have no obligation to send, or cause to be sent, to the buyer the policy or certificate of insurance.

(4) If an insurance policy or certificate that was obtained for an amount included in the retail installment contract is canceled, the unearned insurance premium refund received by the holder of the contract shall be credited to the last maturing installments of the retail installment contract except to the extent applied toward payment for similar insurance protecting the interests of the buyer or of the buyer and the holder of the contract. [1957 c.625 §6; 1967 c.359 §677; 2001 c.117 §9; 2003 c.364 §48]

Source: Section 83.580 — Insurance , https://www.­oregonlegislature.­gov/bills_laws/ors/ors083.­html (accessed May 26, 2025).
ORS § 74.2050 — OR Code / Title 8 / Chapter 74 / Section 74.2050
74.2050 Depositary bank as holder of unindorsed item
Status: in_force

If a customer delivers an item to a depositary bank for collection:

(1) The depositary bank becomes a holder of the item at the time it receives the item for collection if the customer at the time of delivery was a holder of the item, whether or not the customer indorses the item, and, if the bank satisfies the other requirements of ORS 73.0302 (Holder in due course) , it is a holder in due course; and

(2) The depositary bank warrants to collecting banks, the payor bank or other payor, and the drawer that the amount of the item was paid to the customer or deposited to the customer’s account. [1961 c.726 § 74.2050 (Depositary bank as holder of unindorsed item) ; 1993 c.545 §88]

Source: Section 74.2050 — Depositary bank as holder of unindorsed item , https://www.­oregonlegislature.­gov/bills_laws/ors/ors074.­html (accessed May 26, 2025).
ORS § 79.0617 — OR Code / Title 8 / Chapter 79 / Section 79.0617
79.0617 UCC 9-617. Rights of transferee of collateral
Status: in_force

(1) A secured party’s disposition of collateral after default:

(a) Transfers to a transferee for value all of the debtor’s rights in the collateral;

(b) Discharges the security interest under which the disposition is made; and

(c) Discharges any subordinate security interest or other subordinate lien.

(2) A transferee that acts in good faith takes free of the rights and interests described in subsection (1) of this section, even if the secured party fails to comply with this chapter or the requirements of any judicial proceeding.

(3) If a transferee does not take free of the rights and interests described in subsection (1) of this section, the transferee takes the collateral subject to:

(a) The debtor’s rights in the collateral;

(b) The security interest or agricultural lien under which the disposition is made; and

(c) Any other security interest or other lien. [2001 c.445 §115]

Source: Section 79.0617 — UCC 9-617. Rights of transferee of collateral , https://www.­oregonlegislature.­gov/bills_laws/ors/ors079.­html (accessed May 26, 2025).
ORS § 72a.2130 — OR Code / Title 8 / Chapter 72a / Section 72a.2130
72A.2130 Implied warranty of fitness for particular purpose
Status: in_force

Except in a finance lease, if the lessor at the time the lease contract is made has reason to know of any particular purpose for which the goods are required and that the lessee is relying on the lessor’s skill or judgment to select or furnish suitable goods, there is in the lease contract an implied warranty that the goods will be fit for that purpose. [1989 c.676 §22]

Source: Section 72A.2130 — Implied warranty of fitness for particular purpose , https://www.­oregonlegislature.­gov/bills_laws/ors/ors72A.­html (accessed May 26, 2025).
ORS § 71.1040 — OR Code / Title 8 / Chapter 71 / Section 71.1040
71.1040 Construction against implied repeal
Status: repealed

The Uniform Commercial Code being a general law intended as a unified coverage of its subject matter, no part of it shall be deemed to be impliedly repealed by subsequent legislation if such construction can reasonably be avoided. [1961 c.726 § 71.1040 (Construction against implied repeal) ]

Source: Section 71.1040 — Construction against implied repeal , https://www.­oregonlegislature.­gov/bills_laws/ors/ors071.­html (accessed May 26, 2025).
ORS § 71.3090 — OR Code / Title 8 / Chapter 71 / Section 71.3090
71.3090 Option to accelerate at will
Status: in_force

A term providing that one party or that party’s successor in interest may accelerate payment or performance or require collateral or additional collateral “at will” or when the party “deems itself insecure,” or words of similar import, means that the party has power to do so only if that party in good faith believes that the prospect of payment or performance is impaired. The burden of establishing lack of good faith is on the party against which the power has been exercised. [2009 c.181 §22]

Note: See note under 71.3010 (Territorial applicability) .

Source: Section 71.3090 — Option to accelerate at will , https://www.­oregonlegislature.­gov/bills_laws/ors/ors071.­html (accessed May 26, 2025).
ORS § 79.0607 — OR Code / Title 8 / Chapter 79 / Section 79.0607
79.0607 UCC 9-607. Collection and enforcement by secured party
Status: in_force

(1) If so agreed, and in any event after default, a secured party:

(a) May notify an account debtor or other person obligated on collateral to make payment or otherwise render performance to or for the benefit of the secured party;

(b) May take any proceeds to which the secured party is entitled under ORS 79.0315 (UCC 9-315. Secured party’s rights on disposition of collateral and in proceeds) ;

(c) May enforce the obligations of an account debtor or other person obligated on collateral and exercise the rights of the debtor with respect to the obligation of the account debtor or other person obligated on collateral to make payment or otherwise render performance to the debtor, and with respect to any property that secures the obligations of the account debtor or other person obligated on the collateral;

(d) If it holds a security interest in a deposit account perfected by control under ORS 79.0104 (UCC 9-104. Control of deposit account) (1)(a), may apply the balance of the deposit account to the obligation secured by the deposit account; and

(e) If it holds a security interest in a deposit account perfected by control under ORS 79.0104 (UCC 9-104. Control of deposit account) (1)(b) or (c), may instruct the bank to pay the balance of the deposit account to or for the benefit of the secured party.

(2) If necessary to enable a secured party to exercise under subsection (1)(c) of this section the right of a debtor to enforce a mortgage nonjudicially, the secured party may record in the office in which a record of the mortgage is recorded the secured party’s sworn affidavit, with a copy of the security agreement attached thereto. The affidavit shall be in recordable form and state that:

(a) A default has occurred with respect to the obligation secured by the mortgage; and

(b) The secured party is entitled to enforce the mortgage nonjudicially.

(3) A secured party shall proceed in a commercially reasonable manner if the secured party:

(a) Undertakes to collect from or enforce an obligation of an account debtor or other person obligated on collateral; and

(b) Is entitled to charge back uncollected collateral or otherwise to full or limited recourse against the debtor or a secondary obligor.

(4) A secured party may deduct from the collections made pursuant to subsection (3) of this section reasonable expenses of collection and enforcement, including reasonable attorney fees and legal expenses incurred by the secured party.

(5) This section does not determine whether an account debtor, bank or other person obligated on collateral owes a duty to a secured party. [2001 c.445 §105; 2012 c.12 §18]

Source: Section 79.0607 — UCC 9-607. Collection and enforcement by secured party , https://www.­oregonlegislature.­gov/bills_laws/ors/ors079.­html (accessed May 26, 2025).
ORS § 78.2030 — OR Code / Title 8 / Chapter 78 / Section 78.2030
78.2030 Staleness as notice of defects or defenses
Status: in_force

After an act or event, other than a call that has been revoked, creating a right to immediate performance of the principal obligation represented by a certificated security or setting a date on or after which the security is to be presented or surrendered for redemption or exchange, a purchaser is charged with notice of any defect in the security’s issue or defense of the issuer, if the act or event:

(1) Requires the payment of money, the delivery of a certificated security, the registration of transfer of an uncertificated security, or any of them on presentation or surrender of the security certificate, the money or security is available on the date set for payment or exchange and the purchaser takes the security more than one year after that date; or

(2) Is not covered by subsection (1) of this section and the purchaser takes the security more than two years after the date set for surrender or presentation or the date on which performance became due. [1961 c.726 § 78.2030 (Staleness as notice of defects or defenses) ; 1995 c.328 §19]

Source: Section 78.2030 — Staleness as notice of defects or defenses , https://www.­oregonlegislature.­gov/bills_laws/ors/ors078.­html (accessed May 26, 2025).
ORS § 74a.1060 — OR Code / Title 8 / Chapter 74a / Section 74a.1060
74A.1060 Time payment order is received
Status: in_force

(1) The time of receipt of a payment order or communication canceling or amending a payment order is determined by the rules applicable to receipt of a notice stated in ORS 71.2020 (Notice) . A receiving bank may fix a cutoff time or times on a funds-transfer business day for the receipt and processing of payment orders and communications canceling or amending payment orders. Different cutoff times may apply to payment orders, cancellations or amendments, or to different categories of payment orders, cancellations or amendments. A cutoff time may apply to senders generally or different cutoff times may apply to different senders or categories of payment orders. If a payment order or communication canceling or amending a payment order is received after the close of a funds-transfer business day or after the appropriate cutoff time on a funds-transfer business day, the receiving bank may treat the payment order or communication as received at the opening of the next funds-transfer business day.

(2) If this chapter refers to an execution date or payment date or state a day on which a receiving bank is required to take action, and the date or day does not fall on a funds-transfer business day, the next day that is a funds-transfer business day is treated as the date or day stated, unless the contrary is stated in this chapter. [1991 c.442 §6; 2009 c.181 §47]

Source: Section 74A.1060 — Time payment order is received , https://www.­oregonlegislature.­gov/bills_laws/ors/ors74A.­html (accessed May 26, 2025).
ORS § 72.5100 — OR Code / Title 8 / Chapter 72 / Section 72.5100
72.5100 Effect of breach on risk of loss
Status: in_force

(1) Where a tender or delivery of goods so fails to conform to the contract as to give a right of rejection the risk of their loss remains on the seller until cure or acceptance.

(2) Where the buyer rightfully revokes acceptance the buyer may to the extent of any deficiency in the effective insurance coverage of the buyer treat the risk of loss as having rested on the seller from the beginning.

(3) Where the buyer as to conforming goods already identified to the contract for sale repudiates or is otherwise in breach before risk of their loss has passed to the buyer, the seller may to the extent of any deficiency in the effective insurance coverage of the seller treat the risk of loss as resting on the buyer for a commercially reasonable time. [1961 c.726 § 72.5100 (Effect of breach on risk of loss) ]

Source: Section 72.5100 — Effect of breach on risk of loss , https://www.­oregonlegislature.­gov/bills_laws/ors/ors072.­html (accessed May 26, 2025).
ORS § 84.067 — OR Code / Title 8 / Chapter 84 / Section 84.067
84.067 State Archivist duties
Status: in_force

Nothing in ORS 84.049 (Creation and retention of electronic records by governmental agency) limits or modifies the powers and duties of the State Archivist under ORS 192.005 (Definitions for ORS 192.005 to 192.170) to 192.170 (Disposition of materials without authorization) and 357.805 (Definitions for ORS 357.805 to 357.895) to 357.895 (Rules) . [2001 c.535 §23]

Source: Section 84.067 — State Archivist duties , https://www.­oregonlegislature.­gov/bills_laws/ors/ors084.­html (accessed May 26, 2025).
ORS § 79.0334 — OR Code / Title 8 / Chapter 79 / Section 79.0334
79.0334 UCC 9-334. Priority of security interests in fixtures and crops
Status: in_force

(1) A security interest under this chapter may be created in goods that are fixtures or may continue in goods that become fixtures. A security interest does not exist under this chapter in ordinary building materials incorporated into an improvement on land.

(2) This chapter does not prevent creation of an encumbrance upon fixtures under real property law.

(3) In cases not governed by subsections (4) to (8) of this section, a security interest in fixtures is subordinate to a conflicting interest of an encumbrancer or owner of the related real property other than the debtor.

(4) Except as otherwise provided in subsection (8) of this section, a perfected security interest in fixtures has priority over a conflicting interest of an encumbrancer or owner of the real property if the debtor has an interest of record in or is in possession of the real property and:

(a) The security interest is a purchase-money security interest;

(b) The interest of the encumbrancer or owner arises before the goods become fixtures; and

(c) The security interest is perfected by a fixture filing before the goods become fixtures or within 20 days thereafter.

(5) A perfected security interest in fixtures has priority over a conflicting interest of an encumbrancer or owner of the real property if:

(a) The debtor has an interest of record in the real property or is in possession of the real property and the security interest:

(A) Is perfected by a fixture filing before the interest of the encumbrancer or owner is of record; and

(B) Has priority over any conflicting interest of a predecessor in title of the encumbrancer or owner;

(b) Before the goods become fixtures, the security interest is perfected by any method permitted by this chapter and the fixtures are readily removable:

(A) Factory or office machines;

(B) Equipment that is not primarily used or leased for use in the operation of the real property; or

(C) Replacements of domestic appliances that are consumer goods;

(c) The conflicting interest is a lien on the real property obtained by legal or equitable proceedings after the security interest was perfected by any method permitted by this chapter; or

(d) The security interest is:

(A) Created in a manufactured structure in a manufactured-structure transaction; and

(B) Perfected pursuant to ORS 446.611 (Perfection of security interest in manufactured structure having ownership document) or by recording in a county deed record as provided in ORS 446.626 (Recording manufactured structures in county deed records) .

(6) A security interest in fixtures, whether or not perfected, has priority over a conflicting interest of an encumbrancer or owner of the real property if:

(a) The encumbrancer or owner has, in an authenticated record, consented to the security interest or disclaimed an interest in the goods as fixtures; or

(b) The debtor has a right to remove the goods as against the encumbrancer or owner.

(7) The priority of the security interest under subsection (6)(b) of this section continues for a reasonable time if the debtor’s right to remove the goods as against the encumbrancer or owner terminates.

(8) A mortgage is a construction mortgage to the extent that it secures an obligation incurred for the construction of an improvement on land, including the acquisition cost of the land, if a recorded record of the mortgage so indicates. Except as otherwise provided in subsections (5) and (6) of this section, a security interest in fixtures is subordinate to a construction mortgage if a record of the mortgage is recorded before the goods become fixtures and the goods become fixtures before the completion of the construction. A mortgage has this priority to the same extent as a construction mortgage to the extent that it is given to refinance a construction mortgage.

(9) A perfected security interest in crops growing on real property has priority over a conflicting interest of an encumbrancer or owner of the real property if the debtor has an interest of record in or is in possession of the real property. [2001 c.445 §54; 2003 c.655 §53]

Source: Section 79.0334 — UCC 9-334. Priority of security interests in fixtures and crops , https://www.­oregonlegislature.­gov/bills_laws/ors/ors079.­html (accessed May 26, 2025).
ORS § 74.2030 — OR Code / Title 8 / Chapter 74 / Section 74.2030
74.2030 Effect of instructions
Status: in_force

Subject to ORS 73.0420 (Conversion of instrument) concerning conversion of instruments and ORS chapter 73 and this chapter concerning restrictive indorsements, only a collecting bank’s transferor can give instructions that affect the bank or constitute notice to it, and a collecting bank is not liable to prior parties for any action taken pursuant to the instructions or in accordance with any agreement with its transferor. [1961 c.726 § 74.2030 (Effect of instructions) ; 1993 c.545 §86]

Source: Section 74.2030 — Effect of instructions , https://www.­oregonlegislature.­gov/bills_laws/ors/ors074.­html (accessed May 26, 2025).
ORS § 77.2070 — OR Code / Title 8 / Chapter 77 / Section 77.2070
77.2070 Goods must be kept separate
Status: in_force

(1) Unless the warehouse receipt provides otherwise, a warehouse shall keep separate the goods covered by each receipt so as to permit at all times identification and delivery of those goods. However, different lots of fungible goods may be commingled.

(2) If different lots of fungible goods are commingled, the goods are owned in common by the persons entitled thereto and the warehouse is severally liable to each owner for that owner’s share. If, because of overissue, a mass of fungible goods is insufficient to meet all the receipts the warehouse has issued against it, the persons entitled include all holders to which overissued receipts have been duly negotiated. [1961 c.726 § 77.2070 (Goods must be kept separate) ; 2009 c.181 §61]

Source: Section 77.2070 — Goods must be kept separate; fungible goods , https://www.­oregonlegislature.­gov/bills_laws/ors/ors077.­html (accessed May 26, 2025).
ORS § 84.043 — OR Code / Title 8 / Chapter 84 / Section 84.043
84.043 Time and place of sending and receipt
Status: in_force

(1) Unless otherwise agreed between the sender and the recipient, an electronic record is sent when it:

(a) Is addressed properly or otherwise directed properly to an information processing system that the recipient has designated or uses for the purpose of receiving electronic records or information of the type sent and from which the recipient is able to retrieve the electronic record;

(b) Is in a form capable of being processed by that system; and

(c) Enters an information processing system outside the control of the sender or of a person that sent the electronic record on behalf of the sender or enters a region of the information processing system designated or used by the recipient and that is under the control of the recipient.

(2) Unless otherwise agreed between a sender and the recipient, an electronic record is received when:

(a) It enters an information processing system that the recipient has designated or uses for the purpose of receiving electronic records or information of the type sent and from which the recipient is able to retrieve the electronic record; and

(b) It is in a form capable of being processed by that system.

(3) Subsection (2) of this section applies even if the place the information processing system is located is different from the place the electronic record is deemed to be received under subsection (4) of this section.

(4) Unless otherwise expressly provided in the electronic record or agreed between the sender and the recipient, an electronic record is deemed to be sent from the sender’s place of business and to be received at the recipient’s place of business. For purposes of this subsection, the following rules apply:

(a) If the sender or recipient has more than one place of business, the place of business of that person is the place having the closest relationship to the underlying transaction.

(b) If the sender or the recipient does not have a place of business, the place of business is the sender’s or recipient’s residence, as the case may be.

(5) An electronic record is received under subsection (2) of this section even if no individual is aware of its receipt.

(6) Receipt of an electronic acknowledgment from an information processing system described in subsection (2) of this section establishes that a record was received but, by itself, does not establish that the content sent corresponds to the content received.

(7) If a person is aware that an electronic record purportedly sent under subsection (1) of this section, or purportedly received under subsection (2) of this section, was not actually sent or received, the legal effect of the sending or receipt is determined by other applicable law. Except to the extent permitted by the other law, the requirements of this subsection may not be varied by agreement. [2001 c.535 §15]

Source: Section 84.043 — Time and place of sending and receipt , https://www.­oregonlegislature.­gov/bills_laws/ors/ors084.­html (accessed May 26, 2025).
ORS § 74a.3040 — OR Code / Title 8 / Chapter 74a / Section 74a.3040
74A.3040 Duty of sender to report erroneously executed payment order
Status: in_force

If the sender of a payment order that is erroneously executed as stated in ORS 74A.3030 (Erroneous execution of payment order) receives notification from the receiving bank that the order was executed or that the sender’s account was debited with respect to the order, the sender has a duty to exercise ordinary care to determine, on the basis of information available to the sender, that the order was erroneously executed and to notify the bank of the relevant facts within a reasonable time not exceeding 90 days after the notification from the bank was received by the sender. If the sender fails to perform that duty, that bank is not obliged to pay interest on any amount refundable to the sender under ORS 74A.4020 (Obligation of sender to pay receiving bank) (4) for the period before the bank learns of the execution error. The bank is not entitled to any recovery from the sender on account of a failure by the sender to perform the duty stated in this section. [1991 c.442 §24]

Source: Section 74A.3040 — Duty of sender to report erroneously executed payment order , https://www.­oregonlegislature.­gov/bills_laws/ors/ors74A.­html (accessed May 26, 2025).
ORS § 83.070 — OR Code / Title 8 / Chapter 83 / Section 83.070
83.070 Delivery of copy of contract to buyer
Status: in_force

The retail seller shall deliver to the retail buyer, or mail to the retail buyer at the address shown on the retail installment contract, a copy of the contract as accepted by the seller. Until the seller does so, the buyer shall be obligated to pay only the cash sale price. Any acknowledgment by the buyer of delivery of a copy of the contract shall be in a size equal to at least 10-point bold type and, if contained in the contract, shall appear directly above the buyer’s signature. [1963 c.489 §3]

Source: Section 83.070 — Delivery of copy of contract to buyer , https://www.­oregonlegislature.­gov/bills_laws/ors/ors083.­html (accessed May 26, 2025).
ORS § 79.0339 — OR Code / Title 8 / Chapter 79 / Section 79.0339
79.0339 UCC 9-339. Priority subject to subordination
Status: in_force

This chapter does not preclude subordination by agreement by a person entitled to priority. [2001 c.445 §59]

Source: Section 79.0339 — UCC 9-339. Priority subject to subordination , https://www.­oregonlegislature.­gov/bills_laws/ors/ors079.­html (accessed May 26, 2025).
ORS § 83.895 — OR Code / Title 8 / Chapter 83 / Section 83.895
83.895 Effect of seller’s failure to provide notice
Status: in_force

Any seller who violates ORS 83.890 (Notice required in contract when seller intends to transfer contract) shall be subject to the provisions contained in ORS 83.170 (Effect of violation of ORS 83.010 to 83.190 by seller) . [1977 c.274 §4]

Source: Section 83.895 — Effect of seller’s failure to provide notice , https://www.­oregonlegislature.­gov/bills_laws/ors/ors083.­html (accessed May 26, 2025).
ORS § 73.0304 — OR Code / Title 8 / Chapter 73 / Section 73.0304
73.0304 Overdue instrument
Status: in_force

(1) An instrument payable on demand becomes overdue at the earliest of the following times:

(a) On the day after the day demand for payment is duly made;

(b) If the instrument is a check, 90 days after its date; or

(c) If the instrument is not a check, when the instrument has been outstanding for a period of time after its date which is unreasonably long under the circumstances of the particular case in light of the nature of the instrument and usage of the trade.

(2) With respect to an instrument payable at a definite time, the following rules apply:

(a) If the principal is payable in installments and a due date has not been accelerated, the instrument becomes overdue upon default under the instrument for nonpayment of an installment, and the instrument remains overdue until the default is cured.

(b) If the principal is not payable in installments and the due date has not been accelerated, the instrument becomes overdue on the day after the due date.

(c) If a due date with respect to principal has been accelerated, the instrument becomes overdue on the day after the accelerated due date.

(3) Unless the due date of principal has been accelerated, an instrument does not become overdue if there is default in payment of interest but no default in payment of principal. [1993 c.545 §33]

Source: Section 73.0304 — Overdue instrument , https://www.­oregonlegislature.­gov/bills_laws/ors/ors073.­html (accessed May 26, 2025).
ORS § 78.2020 — OR Code / Title 8 / Chapter 78 / Section 78.2020
78.2020 Terms of security
Status: in_force

(1) Even against a purchaser for value and without notice, the terms of a certificated security include terms stated on the certificate and terms made part of the security by reference on the certificate to another instrument, indenture or document or to a constitution, statute, ordinance, rule, regulation, order or the like, to the extent that the terms referred to do not conflict with terms stated on the certificate. A reference under this subsection does not of itself charge a purchaser for value with notice of a defect going to the validity of the security, even if the certificate expressly states that a person accepting it admits notice. The terms of an uncertificated security include those stated in any instrument, indenture or document or in a constitution, statute, ordinance, rule, regulation, order or the like, pursuant to which the security is issued.

(2) The following rules apply if an issuer asserts that a security is not valid:

(a) A security other than one issued by a government or governmental subdivision, agency or instrumentality, even though issued with a defect going to its validity, is valid in the hands of a purchaser for value and without notice of the particular defect unless the defect involves a violation of a constitutional provision. In that case, the security is valid in the hands of a purchaser for value and without notice of the defect, other than one who takes by original issue.

(b) Paragraph (a) of this subsection applies to an issuer that is a government or governmental subdivision, agency or instrumentality only if there has been substantial compliance with the legal requirements governing the issue or the issuer has received a substantial consideration for the issue as a whole or for the particular security and a stated purpose of the issue is one for which the issuer has power to borrow money or issue the security.

(3) Except as otherwise provided in ORS 78.2050 (Effect of unauthorized signature on security certificate) , lack of genuineness of a certificated security is a complete defense, even against a purchaser for value and without notice.

(4) All other defenses of the issuer of a security, including nondelivery and conditional delivery of a certificated security, are ineffective against a purchaser for value who has taken the certificated security without notice of the particular defense.

(5) This section does not affect the right of a party to cancel a contract for a security “when, as and if issued” or “when distributed” in the event of a material change in the character of the security that is the subject of the contract or in the plan or arrangement pursuant to which the security is to be issued or distributed.

(6) If a security is held by a securities intermediary against whom an entitlement holder has a security entitlement with respect to the security, the issuer may not assert any defense that the issuer could not assert if the entitlement holder held the security directly. [1961 c.726 § 78.2020 (Terms of security) ; 1985 c.676 § 78.2020 (Terms of security) ; 1995 c.328 §18]

Source: Section 78.2020 — Terms of security; issuer’s responsibility and defenses; notice of defect or defense , https://www.­oregonlegislature.­gov/bills_laws/ors/ors078.­html (accessed May 26, 2025).
ORS § 83.180 — OR Code / Title 8 / Chapter 83 / Section 83.180
83.180 Enforcement of ORS 83.010 to 83.190
Status: in_force

The Attorney General of the State of Oregon or a district attorney may bring an action in the name of the state against any person to restrain and prevent any violation of ORS 83.010 (Definitions for ORS 83.010 to 83.190) to 83.190 (Civil penalties) . [1963 c.489 §§19,20; 1975 c.437 §6]

Source: Section 83.180 — Enforcement of ORS 83.010 to 83.190 , https://www.­oregonlegislature.­gov/bills_laws/ors/ors083.­html (accessed May 26, 2025).
ORS § 78.1020 — OR Code / Title 8 / Chapter 78 / Section 78.1020
78.1020 Definitions and index of definitions
Status: in_force

(1) In this chapter:

(a) “Adverse claim” means a claim in which a claimant who has a property interest in a financial asset asserts that it is a violation of the rights of the claimant for another person to hold, transfer or deal with the financial asset.

(b) “Bearer form,” as applied to a certificated security, means a form in which the security is payable to the bearer of the security certificate according to its terms but not by reason of an indorsement.

(c) “Broker” means a person defined as a broker or dealer under the federal securities laws, but does not exclude a bank acting in that capacity.

(d) “Certificated security” means a security that is represented by a certificate.

(e) “Clearing corporation” means:

(A) A person that is registered as a clearing agency under the federal securities laws;

(B) A federal reserve bank; or

(C) Any other person that provides clearance or settlement services with respect to financial assets that would require it to register as a clearing agency under the federal securities laws but for an exclusion or exemption from the registration requirement, if its activities as a clearing corporation, including promulgation of rules, are subject to regulation by a federal or state governmental authority.

(f) “Communicate” means to:

(A) Send a signed writing; or

(B) Transmit information by any mechanism agreed upon by the persons transmitting and receiving the information.

(g) “Entitlement holder” means a person identified in the records of a securities intermediary as the person having a security entitlement against the securities intermediary. If a person acquires a security entitlement by virtue of ORS 78.5010 (Securities account) (2)(b) or (c), that person is the entitlement holder.

(h) “Entitlement order” means a notification communicated to a securities intermediary directing transfer or redemption of a financial asset to which the entitlement holder has a security entitlement.

(i) Intentionally left blank —Ed.

(A) “Financial asset,” except as otherwise provided in ORS 78.1030 (Rules for determining whether certain obligations and interests are securities or financial assets) , means:

(i) A security;

(ii) An obligation of a person or a share, participation, or other interest in a person or in property or an enterprise of a person, that is, or is of a type, dealt in or traded on financial markets, or that is recognized in any area in which it is issued or dealt in as a medium for investment; or

(iii) Any property that is held by a securities intermediary for another person in a securities account if the securities intermediary has expressly agreed with the other person that the property is to be treated as a financial asset under this chapter.

(B) As context requires, “financial asset” means either the interest itself or the means by which a person’s claim to it is evidenced, including a certificated or uncertificated security, a security certificate or a security entitlement.

(j) “Indorsement” means a signature that alone or accompanied by other words is made on a security certificate in registered form or on a separate document for the purpose of assigning, transferring or redeeming the security or granting the power to assign, transfer or redeem it.

(k) “Instruction” means a notification communicated to the issuer of an uncertificated security that directs that the transfer of the security be registered or that the security be redeemed.

(L) “Registered form,” as applied to a certificated security, means a form in which:

(A) The security certificate specifies a person entitled to the security; and

(B) A transfer of the security may be registered upon books maintained for that purpose by or on behalf of the issuer, or the security certificate so states.

(m) “Securities intermediary” means:

(A) A clearing corporation; or

(B) A person, including a bank or broker, that in the ordinary course of business maintains securities accounts for others and is acting in that capacity.

(n) “Security,” except as otherwise provided in ORS 78.1030 (Rules for determining whether certain obligations and interests are securities or financial assets) , means an obligation of an issuer or a share, participation or other interest in an issuer or in property or an enterprise of an issuer:

(A) That is represented by a security certificate in bearer or registered form, or the transfer of which may be registered upon books maintained for that purpose by or on behalf of the issuer;

(B) That is one of a class or series or by its terms is divisible into a class or series of shares, participations, interests or obligations; and

(C) Intentionally left blank —Ed.

(i) That is, or is of a type, dealt in or traded on securities exchanges or securities markets; or

(ii) That is a medium for investment and by its terms expressly provides that it is a security governed by this chapter.

(o) “Security certificate” means a certificate representing a security.

(p) “Security entitlement” means the rights and property interest of an entitlement holder with respect to a financial asset specified in ORS 78.5010 (Securities account) to 78.5110 (Priority among security interests and entitlement holders) .

(q) “Uncertificated security” means a security that is not represented by a certificate.

(2) Other definitions applying to this chapter and the sections in which they appear are:

(a) “Appropriate person” as defined in ORS 78.1070 (Whether indorsement, instruction or entitlement order is effective) .

(b) “Control” as defined in ORS 78.1060 (Control) .

(c) “Delivery” as defined in ORS 78.3010 (Delivery) .

(d) “Investment company security” as defined in ORS 78.1030 (Rules for determining whether certain obligations and interests are securities or financial assets) .

(e) “Issuer” as defined in ORS 78.2010 (“Issuer.”) .

(f) “Overissue” as defined in ORS 78.2100 (Overissue) .

(g) “Protected purchaser” as defined in ORS 78.3030 (“Protected purchaser.”) .

(h) “Securities account” as defined in ORS 78.5010 (Securities account) .

(3) In addition, ORS chapter 71 contains general definitions and principles of construction and interpretation applicable throughout this chapter.

(4) The characterization of a person, business or transaction for purposes of this chapter does not determine the characterization of the person, business or transaction for purposes of any other law, regulation or rule. [1961 c.726 § 78.1020 (Definitions and index of definitions) ; 1965 c.271 §3; 1973 c.362 §1; 1985 c.676 § 78.1020 (Definitions and index of definitions) ; 1995 c.328 §2; 2009 c.181 §89]

Source: Section 78.1020 — Definitions and index of definitions , https://www.­oregonlegislature.­gov/bills_laws/ors/ors078.­html (accessed May 26, 2025).
ORS § 77.3060 — OR Code / Title 8 / Chapter 77 / Section 77.3060
77.3060 Altered bills of lading
Status: in_force

An unauthorized alteration or filling in of a blank in a bill of lading leaves the bill enforceable according to its original tenor. [1961 c.726 § 77.3060 (Altered bills of lading) ]

Source: Section 77.3060 — Altered bills of lading , https://www.­oregonlegislature.­gov/bills_laws/ors/ors077.­html (accessed May 26, 2025).
ORS § 80.101 — OR Code / Title 8 / Chapter 80 / Section 80.101
80.101 Approved unique identifiers
Status: in_force

(1) The Secretary of State shall devise a method or system to provide approved unique identifiers for persons filing documents under 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) .

(2) If necessary under federal law, the Secretary of State shall seek approval of the method or system devised under subsection (1) of this section from the Secretary of the United States Department of Agriculture. [2007 c.186 §20]

Source: Section 80.101 — Approved unique identifiers , https://www.­oregonlegislature.­gov/bills_laws/ors/ors080.­html (accessed May 26, 2025).
ORS § 82.170 — OR Code / Title 8 / Chapter 82 / Section 82.170
82.170 Notice to borrower of lender authority to refuse to accept repayment prior to date for repayment in loan agreement
Status: in_force

(1) If a loan agreement authorizes the lender to refuse to accept repayment of the loan prior to the date provided for repayment in the loan agreement, the loan agreement shall contain in printing or writing of a size equal to at least 10-point bold or underlined type substantially the following notice:

Do not sign this loan agreement before you read it. This loan agreement authorizes the lender to refuse to accept repayment of the loan prior to the date provided for repayment in the loan agreement.

(2) If a loan agreement does not contain a notice as required by subsection (1) of this section, a lender shall not refuse to accept repayment of the loan by the borrower prior to the date provided for repayment. [1973 c.611 §2; 1985 c.359 §2]

Source: Section 82.170 — Notice to borrower of lender authority to refuse to accept repayment prior to date for repayment in loan agreement , https://www.­oregonlegislature.­gov/bills_laws/ors/ors082.­html (accessed May 26, 2025).
ORS § 73.0113 — OR Code / Title 8 / Chapter 73 / Section 73.0113
73.0113 Date of instrument
Status: in_force

(1) An instrument may be antedated or postdated. The date stated determines the time of payment if the instrument is payable at a fixed period after the date. Except as provided in ORS 74.4010 (When bank may charge customer’s account) (3), an instrument payable on demand is not payable before the date of the instrument.

(2) If an instrument is undated, its date is the date of its issue or, in the case of an unissued instrument, the date it first comes into possession of a holder. [1993 c.545 §16]

Source: Section 73.0113 — Date of instrument , https://www.­oregonlegislature.­gov/bills_laws/ors/ors073.­html (accessed May 26, 2025).
ORS § 78.5100 — OR Code / Title 8 / Chapter 78 / Section 78.5100
78.5100 Rights of purchaser of security entitlement from entitlement holder
Status: in_force

(1) In a case not covered by the priority rules in ORS chapter 79 or the rules stated in subsection (3) of this section, an action based on an adverse claim to a financial asset or security entitlement, whether framed in conversion, replevin, constructive trust, equitable lien or other theory, may not be asserted against a person who purchases a security entitlement, or an interest therein, from an entitlement holder if the purchaser gives value, does not have notice of the adverse claim and obtains control.

(2) If an adverse claim could not have been asserted against an entitlement holder under ORS 78.5020 (Assertion of adverse claim against entitlement holder) , the adverse claim cannot be asserted against a person who purchases a security entitlement, or an interest therein, from the entitlement holder.

(3) In a case not covered by the priority rules in ORS chapter 79, a purchaser for value of a security entitlement, or an interest therein, who obtains control has priority over a purchaser of a security entitlement, or an interest therein, who does not obtain control. Except as otherwise provided in subsection (4) of this section, purchasers who have control rank according to priority in time of:

(a) The purchaser’s becoming the person for whom the securities account, in which the security entitlement is carried, is maintained, if the purchaser obtained control under ORS 78.1060 (Control) (4)(a);

(b) The securities intermediary’s agreement to comply with the purchaser’s entitlement orders with respect to security entitlements carried or to be carried in the securities account in which the security entitlement is carried, if the purchaser obtained control under ORS 78.1060 (Control) (4)(b); or

(c) If the purchaser obtained control through another person under ORS 78.1060 (Control) (4)(c), the time on which priority would be based under this subsection if the other person were the secured party.

(4) A securities intermediary as purchaser has priority over a conflicting purchaser who has control unless otherwise agreed by the securities intermediary. [1995 c.328 §50; 2001 c.445 §156]

Source: Section 78.5100 — Rights of purchaser of security entitlement from entitlement holder , https://www.­oregonlegislature.­gov/bills_laws/ors/ors078.­html (accessed May 26, 2025).
ORS § 72.2020 — OR Code / Title 8 / Chapter 72 / Section 72.2020
72.2020 Final written expression: parol or extrinsic evidence
Status: in_force

Terms with respect to which the confirmatory memoranda of the parties agree or which are otherwise set forth in a writing intended by the parties as a final expression of their agreement with respect to such terms as are included therein may not be contradicted by evidence of any prior agreement or of a contemporaneous oral agreement but may be explained or supplemented:

(1) By course of performance, course of dealing or usage of trade as provided in ORS 71.3030 (Course of performance, course of dealing and usage of trade) ; and

(2) By evidence of consistent additional terms unless the court finds the writing to have been intended also as a complete and exclusive statement of the terms of the agreement. [1961 c.726 § 72.2020 (Final written expression: parol or extrinsic evidence) ; 2009 c.181 §26]

Source: Section 72.2020 — Final written expression: parol or extrinsic evidence , https://www.­oregonlegislature.­gov/bills_laws/ors/ors072.­html (accessed May 26, 2025).
ORS § 72.2050 — OR Code / Title 8 / Chapter 72 / Section 72.2050
72.2050 Firm offers
Status: in_force

An offer by a merchant to buy or sell goods in a signed writing which by its terms gives assurance that it will be held open is not revocable, for lack of consideration, during the time stated or if no time is stated for a reasonable time, but in no event may such period of irrevocability exceed three months; but any such term of assurance on a form supplied by the offeree must be separately signed by the offeror. [1961 c.726 § 72.2050 (Firm offers) ]

Source: Section 72.2050 — Firm offers , https://www.­oregonlegislature.­gov/bills_laws/ors/ors072.­html (accessed May 26, 2025).
ORS § 72a.1070 — OR Code / Title 8 / Chapter 72a / Section 72a.1070
72A.1070 Waiver or renunciation of claim or right after default
Status: in_force

Any claim or right arising out of an alleged default or breach of warranty may be discharged in whole or in part without consideration by a written waiver or renunciation signed and delivered by the aggrieved party. [1989 c.676 §7]

Source: Section 72A.1070 — Waiver or renunciation of claim or right after default , https://www.­oregonlegislature.­gov/bills_laws/ors/ors72A.­html (accessed May 26, 2025).
ORS § 78.5080 — OR Code / Title 8 / Chapter 78 / Section 78.5080
78.5080 Duty of securities intermediary to change entitlement holder’s position to other form of security holding
Status: in_force

A securities intermediary shall act at the direction of an entitlement holder to change a security entitlement into another available form of holding for which the entitlement holder is eligible, or to cause the financial asset to be transferred to a securities account of the entitlement holder with another securities intermediary. A securities intermediary satisfies the duty if:

(1) The securities intermediary acts as agreed upon by the entitlement holder and the securities intermediary; or

(2) In the absence of agreement, the securities intermediary exercises due care in accordance with reasonable commercial standards to follow the direction of the entitlement holder. [1995 c.328 §48]

Source: Section 78.5080 — Duty of securities intermediary to change entitlement holder’s position to other form of security holding , https://www.­oregonlegislature.­gov/bills_laws/ors/ors078.­html (accessed May 26, 2025).
ORS § 83.080 — OR Code / Title 8 / Chapter 83 / Section 83.080
83.080 Informing buyer of service charge and right to prepay
Status: in_force

(1) At or prior to the time a retail charge agreement is made the seller shall advise the buyer in writing, on the application form or otherwise, or orally, that a service charge will be computed on the outstanding balance for each month (which need not be a calendar month) or other regular period agreed upon, the schedule or rate by which the service charge will be computed, and that the buyer may at any time pay the total unpaid balance. If this information is given orally, the seller shall, upon approval of the buyer’s credit, deliver to the buyer or mail to the buyer at the address of the buyer, a memorandum setting forth this information.

(2) The seller or holder of a retail charge agreement shall promptly supply the buyer with a statement as of the end of each monthly period (which need not be a calendar month) or other regular period agreed upon, in which there is any unpaid balance thereunder, which statement shall set forth the following:

(a) The unpaid balance under the retail charge agreement at the beginning and at the end of the period;

(b) Unless otherwise furnished by the seller to the buyer by sales slip, memorandum, or otherwise, a description or identification of the goods or services purchased during the period, the cash sale price and the date of each purchase;

(c) The payments made by the buyer to the seller and any other credits to the buyer during the period;

(d) The amount, if any, of any service charge for such period; and

(e) A legend to the effect that the buyer may at any time pay the total unpaid balance. [1963 c.489 §12]

Source: Section 83.080 — Informing buyer of service charge and right to prepay; monthly statement , https://www.­oregonlegislature.­gov/bills_laws/ors/ors083.­html (accessed May 26, 2025).
ORS § 82.150 — OR Code / Title 8 / Chapter 82 / Section 82.150
82.150 Definitions for ORS 82.160 and 82.170
Status: in_force

As used in ORS 82.160 (Notice to borrower of penalty for repayment prior to date for repayment in loan agreement) and 82.170 (Notice to borrower of lender authority to refuse to accept repayment prior to date for repayment in loan agreement) :

(1) “Loan” means a loan of money that is primarily for personal, family or household use made by a person who is regularly engaged in the business of lending money.

(2) “Loan agreement” means the written document issued in connection with a loan that sets forth the terms upon which the loan is made. [1973 c.611 §3; 1987 c.716 §1]

Source: Section 82.150 — Definitions for ORS 82.160 and 82.170 , https://www.­oregonlegislature.­gov/bills_laws/ors/ors082.­html (accessed May 26, 2025).
ORS § 83.715 — OR Code / Title 8 / Chapter 83 / Section 83.715
83.715 Telephone solicitation sale
Status: in_force

(1) Except as provided in this section, no enforceable agreement may be formed by a telephone solicitation sale.

(2) To form a binding agreement by telephone solicitation sale, the seller must receive from the buyer a signed, written contract that contains all of the terms of the agreement between the seller and the buyer. The seller must provide a copy of the completed contract to the buyer.

(3) Any term or agreement between a buyer and seller in a telephone solicitation sale is void and unenforceable unless it is contained in the contract required by subsection (2) of this section.

(4) A contract required by subsection (2) of this section shall contain the following notice on a separate sheet that contains no other provision:

This contract is a contract made pursuant to a telephone solicitation sale regulated by Oregon Revised Statutes 83.710 (Definitions for ORS 83.710 to 83.750) to 83.750 (Rights and duties of buyer upon cancellation of sale or revocation of offer to purchase) . The person offering to buy goods or services under this contract understands that:

(1) No discussions or agreements between the buyer and the person offering to sell goods or services formed a binding agreement except as provided by this contract;

(2) There is no binding agreement between the buyer and seller until the seller receives a copy of this contract signed by the buyer; and

(3) All of the terms of the agreement between the buyer and the seller are contained, in writing, in this contract.

[1979 c.503 §3]

Source: Section 83.715 — Telephone solicitation sale; contract; contents , https://www.­oregonlegislature.­gov/bills_laws/ors/ors083.­html (accessed May 26, 2025).
ORS § 78.3060 — OR Code / Title 8 / Chapter 78 / Section 78.3060
78.3060 Effect of guaranteeing signature, indorsement or instruction
Status: in_force

(1) A person who guarantees a signature of an indorser of a security certificate warrants that at the time of signing:

(a) The signature was genuine;

(b) The signer was an appropriate person to indorse, or if the signature was by an agent, the agent had actual authority to act on behalf of the appropriate person; and

(c) The signer had legal capacity to sign.

(2) A person who guarantees a signature of the originator of an instruction warrants that at the time of signing:

(a) The signature was genuine;

(b) The signer was an appropriate person to originate the instruction, or if the signature was by an agent, the agent had actual authority to act on behalf of the appropriate person, if the person specified in the instruction as the registered owner was, in fact, the registered owner, as to which fact the signature guarantor does not make a warranty; and

(c) The signer had legal capacity to sign.

(3) A person who specially guarantees the signature of an originator of an instruction makes the warranties of a signature guarantor under subsection (2) of this section and also warrants that at the time the instruction is presented to the issuer:

(a) The person specified in the instruction as the registered owner of the uncertificated security will be the registered owner; and

(b) The transfer of the uncertificated security requested in the instruction will be registered by the issuer free from all liens, security interests, restrictions and claims other than those specified in the instruction.

(4) A guarantor under subsections (1) and (2) of this section or a special guarantor under subsection (3) of this section does not otherwise warrant the rightfulness of the transfer.

(5) A person who guarantees an indorsement of a security certificate makes the warranties of a signature guarantor under subsection (1) of this section and also warrants the rightfulness of the transfer in all respects.

(6) A person who guarantees an instruction requesting the transfer of an uncertificated security makes the warranties of a special signature guarantor under subsection (3) of this section and also warrants the rightfulness of the transfer in all respects.

(7) An issuer may not require a special guaranty of signature, a guaranty of indorsement or a guaranty of instruction as a condition to registration of transfer.

(8) The warranties under this section are made to a person taking or dealing with the security in reliance on the guaranty, and the guarantor is liable to the person for loss resulting from their breach. An indorser or originator of an instruction whose signature, indorsement or instruction has been guaranteed is liable to a guarantor for any loss suffered by the guarantor as a result of breach of the warranties of the guarantor. [1961 c.726 § 78.3060 (Effect of guaranteeing signature, indorsement or instruction) ; 1985 c.676 § 78.3060 (Effect of guaranteeing signature, indorsement or instruction) ; 1995 c.328 §32]

Source: Section 78.3060 — Effect of guaranteeing signature, indorsement or instruction , https://www.­oregonlegislature.­gov/bills_laws/ors/ors078.­html (accessed May 26, 2025).
ORS § 77.2010 — OR Code / Title 8 / Chapter 77 / Section 77.2010
77.2010 Person that may issue a warehouse receipt
Status: in_force

(1) A warehouse receipt may be issued by any warehouse.

(2) If goods, including distilled spirits and agricultural commodities, are stored under a statute requiring a bond against withdrawal or a license for the issuance of receipts in the nature of warehouse receipts, a receipt issued for the goods is deemed to be a warehouse receipt even if issued by a person that is the owner of the goods and is not a warehouse. [1961 c.726 § 77.2010 (Person that may issue a warehouse receipt) ; 2009 c.181 §55]

Source: Section 77.2010 — Person that may issue a warehouse receipt; storage under bond , https://www.­oregonlegislature.­gov/bills_laws/ors/ors077.­html (accessed May 26, 2025).
ORS § 72.8030 — OR Code / Title 8 / Chapter 72 / Section 72.8030
72.8030 Manufacturer’s implied warranty of fitness
Status: in_force

Except if the manufacturer disclaims the warranty in the manner prescribed by ORS 72.8010 (Definitions for ORS 72.8010 to 72.8200) to 72.8200 (Operative dates) , on every sale or consignment for sale of a consumer good sold at retail in this state by a manufacturer who has reason to know at the time of the retail sale that the good is required for a particular purpose and that the buyer relies on the manufacturer’s skill or judgment to select or furnish a suitable good the manufacturer gives the manufacturer’s implied warranty of fitness. [1973 c.413 §4]

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

Source: Section 72.8030 — Manufacturer’s implied warranty of fitness , https://www.­oregonlegislature.­gov/bills_laws/ors/ors072.­html (accessed May 26, 2025).
ORS § 77.2080 — OR Code / Title 8 / Chapter 77 / Section 77.2080
77.2080 Altered warehouse receipts
Status: in_force

If a blank in a negotiable tangible warehouse receipt has been filled in without authority, a good-faith purchaser for value and without notice of the lack of authority may treat the insertion as authorized. Any other unauthorized alteration leaves any tangible or electronic warehouse receipt enforceable against the issuer according to its original tenor. [1961 c.726 § 77.2080 (Altered warehouse receipts) ; 2009 c.181 §62]

Source: Section 77.2080 — Altered warehouse receipts , https://www.­oregonlegislature.­gov/bills_laws/ors/ors077.­html (accessed May 26, 2025).
ORS § 73.0109 — OR Code / Title 8 / Chapter 73 / Section 73.0109
73.0109 Payable to bearer or to order
Status: in_force

(1) A promise or order is payable to bearer if it:

(a) States that it is payable to bearer or to the order of bearer or otherwise indicates that the person in possession of the promise or order is entitled to payment;

(b) Does not state a payee; or

(c) States that it is payable to or to the order of cash or otherwise indicates that it is not payable to an identified person.

(2) A promise or order that is not payable to bearer is payable to order if it is payable to the order of an identified person or to an identified person or order. A promise order that is payable to order is payable to the identified person.

(3) An instrument payable to bearer may become payable to an identified person if it is specially indorsed pursuant to ORS 73.0205 (Special indorsement) (1). An instrument payable to an identified person may become payable to bearer if it is indorsed in blank pursuant to ORS 73.0205 (Special indorsement) (2). [1993 c.545 §12]

Source: Section 73.0109 — Payable to bearer or to order , https://www.­oregonlegislature.­gov/bills_laws/ors/ors073.­html (accessed May 26, 2025).
ORS § 79.0309 — OR Code / Title 8 / Chapter 79 / Section 79.0309
79.0309 UCC 9-309. Security interest perfected upon attachment
Status: in_force

The following security interests are perfected when they attach:

(1) A purchase-money security interest in consumer goods, except as otherwise provided in ORS 79.0311 (UCC 9-311. Perfection of security interests in property subject to certain statutes, regulations and treaties) (2) with respect to consumer goods that are subject to a statute or treaty described in ORS 79.0311 (UCC 9-311. Perfection of security interests in property subject to certain statutes, regulations and treaties) (1);

(2) An assignment of accounts or payment intangibles which does not by itself or in conjunction with other assignments to the same assignee transfer a significant part of the assignor’s outstanding accounts or payment intangibles;

(3) A sale of a payment intangible;

(4) A sale of a promissory note;

(5) A security interest created by the assignment of a health-care-insurance receivable to the provider of the health-care goods or services;

(6) A security interest arising under ORS 72.4010 (Passing of title) , 72.5050 (Seller’s shipment under reservation) , 72.7110 (Buyer’s remedies in general) (3), or 72A.5080 (Lessee’s remedies) (5), until the debtor obtains possession of the collateral;

(7) A security interest of a collecting bank arising under ORS 74.2100 (Security interest of collecting bank in items) ;

(8) A security interest of an issuer or nominated person arising under ORS 75.1180 (Security interest of issuer or nominated person) ;

(9) A security interest arising in the delivery of a financial asset under ORS 79.0206 (UCC 9-206. Security interest arising in purchase or delivery of financial asset) (3);

(10) A security interest in investment property created by a broker or securities intermediary;

(11) A security interest in a commodity contract or a commodity account created by a commodity intermediary;

(12) An assignment for the benefit of all creditors of the transferor and subsequent transfers by the assignee thereunder; and

(13) A security interest created by an assignment of a beneficial interest in a decedent’s estate. [2001 c.445 §29]

Source: Section 79.0309 — UCC 9-309. Security interest perfected upon attachment , https://www.­oregonlegislature.­gov/bills_laws/ors/ors079.­html (accessed May 26, 2025).
ORS § 72a.1040 — OR Code / Title 8 / Chapter 72a / Section 72a.1040
72A.1040 Leases subject to other statutes
Status: in_force

(1) A lease, although subject to this chapter, is also subject to any applicable:

(a) Certificate of title statute of this state;

(b) Certificate of title statute of another jurisdiction as described in ORS 72A.1050 (Territorial application of act to goods covered by certificate of title) ; or

(c) Consumer protection statute of this state, or final consumer protection decision of a court of this state existing on November 4, 1993.

(2) In case of conflict between this chapter, other than ORS 72A.1050 (Territorial application of act to goods covered by certificate of title) , 72A.3040 (Subsequent lease of goods by lessor) and 72A.3050 (Sale or sublease of goods by lessee) , and a statute or decision referred to in subsection (1) of this section, the statute or decision controls.

(3) Failure to comply with an applicable law has only the effect specified therein. [1989 c.676 §4; 1993 c.646 §2]

Source: Section 72A.1040 — Leases subject to other statutes , https://www.­oregonlegislature.­gov/bills_laws/ors/ors72A.­html (accessed May 26, 2025).
ORS § 72.6020 — OR Code / Title 8 / Chapter 72 / Section 72.6020
72.6020 Manner and effect of rightful rejection
Status: in_force

(1) Rejection of goods must be within a reasonable time after their delivery or tender. It is ineffective unless the buyer seasonably notifies the seller.

(2) Subject to the provisions of ORS 72.6030 (Merchant buyer’s duties as to rightfully rejected goods) and 72.6040 (Buyer’s options as to salvage of rightfully rejected goods) on rejected goods:

(a) After rejection any exercise of ownership by the buyer with respect to any commercial unit is wrongful as against the seller; and

(b) If the buyer has before rejection taken physical possession of goods in which the buyer does not have a security interest under the provisions of ORS 72.7110 (Buyer’s remedies in general) (3), the buyer is under a duty after rejection to hold them with reasonable care at the seller’s disposition for a time sufficient to permit the seller to remove them; but

(c) The buyer has no further obligations with regard to goods rightfully rejected.

(3) The seller’s rights with respect to goods wrongfully rejected are governed by the provisions of ORS 72.7030 (Seller’s remedies in general) on seller’s remedies in general. [1961 c.726 § 72.6020 (Manner and effect of rightful rejection) ]

Source: Section 72.6020 — Manner and effect of rightful rejection , https://www.­oregonlegislature.­gov/bills_laws/ors/ors072.­html (accessed May 26, 2025).
ORS § 78.2080 — OR Code / Title 8 / Chapter 78 / Section 78.2080
78.2080 Effect of signature of authenticating trustee, registrar or transfer agent
Status: in_force

(1) A person signing a security certificate as authenticating trustee, registrar, transfer agent or the like, warrants to a purchaser for value of the certificated security, if the purchaser is without notice of a particular defect, that:

(a) The certificate is genuine;

(b) The person’s own participation in the issue of the security is within the person’s capacity and within the scope of the authority received by the person from the issuer; and

(c) The person has reasonable grounds to believe that the certificated security is in the form and within the amount the issuer is authorized to issue.

(2) Unless otherwise agreed, a person signing under subsection (1) of this section does not assume responsibility for the validity of the security in other respects. [1961 c.726 § 78.2080 (Effect of signature of authenticating trustee, registrar or transfer agent) ; 1985 c.676 § 78.2080 (Effect of signature of authenticating trustee, registrar or transfer agent) ; 1995 c.328 §24]

Source: Section 78.2080 — Effect of signature of authenticating trustee, registrar or transfer agent , https://www.­oregonlegislature.­gov/bills_laws/ors/ors078.­html (accessed May 26, 2025).
ORS § 71.1030 — OR Code / Title 8 / Chapter 71 / Section 71.1030
71.1030 Construction to promote purposes and policies
Status: in_force

(1) The Uniform Commercial Code must be liberally construed and applied to promote its underlying purposes and policies, which are:

(a) To simplify, clarify and modernize the law governing commercial transactions;

(b) To permit the continued expansion of commercial practices through custom, usage and agreement of the parties; and

(c) To make uniform the law among the various jurisdictions.

(2) Unless displaced by the particular provisions of the Uniform Commercial Code, the principles of law and equity, including the law merchant and the law relative to capacity to contract, principal and agent, estoppel, fraud, misrepresentation, duress, coercion, mistake, bankruptcy and other validating or invalidating cause, supplement its provisions. [1961 c.726 § 71.1030 (Construction to promote purposes and policies) ; 2009 c.181 §3; 2011 c.9 §4]

Source: Section 71.1030 — Construction to promote purposes and policies; applicability of supplemental principles of law , https://www.­oregonlegislature.­gov/bills_laws/ors/ors071.­html (accessed May 26, 2025).
ORS § 75.1100 — OR Code / Title 8 / Chapter 75 / Section 75.1100
75.1100 Warranties
Status: in_force

(1) If its presentation is honored, the beneficiary warrants:

(a) To the issuer, any other person to whom presentation is made and to the applicant that there is no fraud or forgery of the kind described in ORS 75.1090 (Fraud and forgery) (1); and

(b) To the applicant that the drawing does not violate any agreement between the applicant and beneficiary or any other agreement intended by them to be augmented by the letter of credit.

(2) The warranties in subsection (1) of this section are in addition to warranties arising under ORS chapters 73, 74, 77 and 78 because of the presentation or transfer of documents covered by ORS chapters 73, 74, 77 and 78. [1961 c.726 § 75.1100 (Warranties) ; 1997 c.150 §13]

Source: Section 75.1100 — Warranties , https://www.­oregonlegislature.­gov/bills_laws/ors/ors075.­html (accessed May 26, 2025).
ORS § 74.2070 — OR Code / Title 8 / Chapter 74 / Section 74.2070
74.2070 Warranties of customer and collecting bank on transfer of item
Status: in_force

(1) A customer or collecting bank that transfers an item and receives a settlement or other consideration warrants to the transferee and to any subsequent collecting bank that:

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

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

(c) The item has not been altered;

(d) The item is not subject to a defense or claim in recoupment under ORS 73.0305 (Defenses and claims in recoupment) (1) of any party that 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 item is a demand draft, creation of the item according to the terms on its face was authorized by the person identified as drawer.

(2) If an item is dishonored, a customer or collecting bank transferring the item and receiving settlement or other consideration is obliged to pay the amount due on the item according to the terms of the item at the time it was transferred, or if the transfer was of an incomplete item, according to its terms when completed as stated in ORS 73.0115 (Incomplete instrument) and 73.0407 (Alteration) . The obligation of a transferor is owed to the transferee and to any subsequent collecting bank that takes the item in good faith. A transferor cannot disclaim its obligation under this subsection by an indorsement stating that it is made “without recourse” or otherwise disclaiming liability.

(3) A person to whom the warranties under subsection (1) of this section are made and who took the item 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 item plus expenses and loss of interest incurred as a result of the breach.

(4) 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 warrantor is discharged to the extent of any loss caused by the delay in giving notice of the claim.

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

(6) 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. [1961 c.726 § 74.2070 (Warranties of customer and collecting bank on transfer of item) ; 1993 c.545 §90; 1997 c.822 §5]

Source: Section 74.2070 — Warranties of customer and collecting bank on transfer of item; dishonor of item; remedies; when claim accrues , https://www.­oregonlegislature.­gov/bills_laws/ors/ors074.­html (accessed May 26, 2025).
ORS § 78.1110 — OR Code / Title 8 / Chapter 78 / Section 78.1110
78.1110 Clearing corporation rules
Status: in_force

A rule adopted by a clearing corporation governing rights and obligations of the clearing corporation and its participants in the clearing corporation is effective even if the rule conflicts with chapter 328, Oregon Laws 1995, and affects another party who does not consent to the rule. [1995 c.328 §11]

Note: Legislative Counsel has substituted “chapter 328, Oregon Laws 1995,” for the words “this 1995 Act” in section 11, chapter 328, Oregon Laws 1995, compiled as 78.1110 (Clearing corporation rules) . Specific ORS references have not been substituted pursuant to 173.160 (Powers and duties of Legislative Counsel in preparing editions for publication) . These sections may be determined by referring to the 1995 Comparative Section Table located in Volume 22 of ORS.

Source: Section 78.1110 — Clearing corporation rules , https://www.­oregonlegislature.­gov/bills_laws/ors/ors078.­html (accessed May 26, 2025).
ORS § 77.1010 — OR Code / Title 8 / Chapter 77 / Section 77.1010
77.1010 Short title
Status: in_force

This chapter may be cited as Uniform Commercial Code–Documents of Title. [1961 c.762 § 77.1010 (Short title) ]

Source: Section 77.1010 — Short title , https://www.­oregonlegislature.­gov/bills_laws/ors/ors077.­html (accessed May 26, 2025).
ORS § 73.0501 — OR Code / Title 8 / Chapter 73 / Section 73.0501
73.0501 Presentment
Status: in_force

(1) “Presentment” means a demand made by or on behalf of a person entitled to enforce an instrument to pay the instrument made to the drawee or a party obliged to pay the instrument or, in the case of a note or accepted draft payable at a bank, to the bank, or to accept a draft made to the drawee.

(2) The following rules are subject to ORS chapter 74, agreement of the parties, and clearing house rules and the like:

(a) Presentment may be made at the place of payment of the instrument and shall be made at the place of payment if the instrument is payable at the bank in the United States, may be made by any commercially reasonable means, including an oral, written or electronic communication, is effective when the demand for payment or acceptance is received by the person to whom presentment is made, and is effective if made to any one of two or more makers, acceptors, drawees or other payors.

(b) Upon demand of the person to whom presentment is made, the person making presentment must:

(A) Exhibit the instrument;

(B) Give reasonable identification and, if presentment is made on behalf of another person, reasonable evidence of authority to do so; and

(C) Sign a receipt on the instrument for any payment made or surrender the instrument if full payment is made.

(c) Without dishonoring the instrument, the party to whom presentment is made may:

(A) Return the instrument for lack of a necessary indorsement; or

(B) Refuse payment or acceptance for failure of the presentment to comply with the terms of the instrument, an agreement of the parties, or other applicable law or rule.

(d) The party to whom presentment is made may treat presentment as occurring on the next business day after the day of presentment if the party to whom presentment is made has established a cutoff hour not earlier than 2 p.m. for the receipt and processing of instruments presented for payment or acceptance and presentment is made after the cutoff hour. [1993 c.545 §62]

Source: Section 73.0501 — Presentment , https://www.­oregonlegislature.­gov/bills_laws/ors/ors073.­html (accessed May 26, 2025).
ORS § 72.1050 — OR Code / Title 8 / Chapter 72 / Section 72.1050
72.1050 Definitions: “goods”
Status: in_force

(1) “Goods” means all things (including specially manufactured goods) which are movable at the time of identification to the contract for sale other than the money in which the price is to be paid, investment securities and things in action. “Goods” also includes the unborn young of animals and growing crops and other identified things attached to realty as described in ORS 72.1070 (Goods to be severed from realty) on goods to be severed from realty.

(2) Goods must be both existing and identified before any interest in them can pass. Goods which are not both existing and identified are “future” goods. A purported present sale of future goods or of any interest therein operates as a contract to sell.

(3) There may be a sale of a part interest in existing identified goods.

(4) An undivided share in an identified bulk of fungible goods is sufficiently identified to be sold although the quantity of the bulk is not determined. Any agreed proportion of such a bulk or any quantity thereof agreed upon by number, weight or other measure may to the extent of the seller’s interest in the bulk be sold to the buyer who then becomes an owner in common.

(5) “Lot” means a parcel or a single article which is the subject matter of a separate sale or delivery, whether or not it is sufficient to perform the contract.

(6) “Commercial unit” means such a unit of goods as by commercial usage is a single whole for purposes of sale and division of which materially impairs its character or value on the market or in use. A commercial unit may be a single article (as a machine) or a set of articles (as a suite of furniture or an assortment of sizes) or a quantity (as a bale, gross or carload) or any other unit treated in use or in the relevant market as a single whole. [1961 c.726 § 72.1050 (Definitions: “goods”) ]

Source: Section 72.1050 — Definitions: “goods”; “future” goods; “lot”; “commercial unit.” , https://www.­oregonlegislature.­gov/bills_laws/ors/ors072.­html (accessed May 26, 2025).
ORS § 78.3050 — OR Code / Title 8 / Chapter 78 / Section 78.3050
78.3050 Instruction
Status: in_force

(1) If an instruction has been originated by an appropriate person but is incomplete in any other respect, any person may complete it as authorized and the issuer may rely on it as completed, even though it has been completed incorrectly.

(2) Unless otherwise agreed, a person initiating an instruction assumes only the obligations imposed by ORS 78.1080 (Warranties in direct holding) and not an obligation that the security will be honored by the issuer. [1961 c.726 § 78.3050 (Instruction) ; 1985 c.676 § 78.3050 (Instruction) ; 1995 c.328 §31]

Source: Section 78.3050 — Instruction , https://www.­oregonlegislature.­gov/bills_laws/ors/ors078.­html (accessed May 26, 2025).
ORS § 74a.5050 — OR Code / Title 8 / Chapter 74a / Section 74a.5050
74A.5050 Preclusion of objection to debit of customer’s account
Status: in_force

If a receiving bank has received payment from its customer with respect to a payment order issued in the name of the customer as sender and accepted by the bank, and the customer received notification reasonably identifying the order, the customer is precluded from asserting that the bank is not entitled to retain the payment unless the customer notifies the bank of the customer’s objection to the payment within one year after the notification was received by the customer. [1991 c.442 §36]

Source: Section 74A.5050 — Preclusion of objection to debit of customer’s account , https://www.­oregonlegislature.­gov/bills_laws/ors/ors74A.­html (accessed May 26, 2025).
ORS § 73.0605 — OR Code / Title 8 / Chapter 73 / Section 73.0605
73.0605 Discharge of indorsers and accommodation parties
Status: in_force

(1) In this section, the term “indorser” includes a drawer having the obligation described in ORS 73.0414 (Obligation of drawer) .

(2) Discharge, under ORS 73.0604 (Discharge by cancellation or renunciation) , of the obligation of a party to pay an instrument does not discharge the obligation of an indorser or accommodation party having a right of recourse against the discharged party.

(3) If a person entitled to enforce an instrument agrees, with or without consideration, to an extension of the due date of the obligation of a party to pay the instrument, the extension discharges an indorser or accommodation party having a right of recourse against the party whose obligation is extended to the extent the indorser or accommodation party proves that the extension caused loss to the indorser or accommodation party with respect to the right of recourse.

(4) If a person entitled to enforce an instrument agrees, with or without consideration, to a material modification of the obligation of a party other than an extension of the due date, the modification discharges the obligation of an indorser or accommodation party having a right of recourse against the person whose obligation is modified to the extent the modification causes loss to the indorser or accommodation party with respect to the right of recourse. The loss suffered by the indorser or accommodation party as a result of the modification is equal to the amount of the right of recourse unless the person enforcing the instrument proves that no loss was caused by the modification or that the loss caused by the modification was an amount less than the amount of the right of recourse.

(5) If the obligation of a party to pay an instrument is secured by an interest in collateral and a person entitled to enforce the instrument impairs the value of the interest in collateral, the obligation of an indorser or accommodation party having a right of recourse against the obligor is discharged to the extent of the impairment. The value of an interest in collateral is impaired to the extent the value of the interest is reduced to an amount less than the amount of the right of recourse of the party asserting discharge, or to the extent the reduction in value of the interest causes an increase in the amount by which the amount of the right of recourse exceeds the value of the interest. The burden of proving impairment is on the party asserting discharge.

(6) If the obligation of a party is secured by an interest in collateral not provided by an accommodation party and a person entitled to enforce the instrument impairs the value of the interest in collateral, the obligation of any party who is jointly and severally liable with respect to the secured obligation is discharged to the extent the impairment causes the party asserting discharge to pay more than that party would have been obliged to pay, taking into account rights of contribution, if impairment had not occurred. If the party asserting discharge is an accommodation party not entitled to discharge under subsection (5) of this section, the party is deemed to have a right to contribution based on joint and several liability rather than a right to reimbursement. The burden of proving impairment is on the party asserting discharge.

(7) Under subsection (5) or (6) of this section, impairing value of an interest in collateral includes:

(a) Failure to obtain or maintain perfection or recordation of the interest in collateral;

(b) Release of collateral without substitution of collateral of equal value;

(c) Failure to perform a duty to preserve the value of collateral owed, under ORS chapter 79 or other law, to a debtor or surety or other person secondarily liable; or

(d) Failure to comply with applicable law in disposing of collateral.

(8) An accommodation party is not discharged under subsection (3), (4) or (5) of this section unless a person entitled to enforce the instrument knows of the accommodation or has notice under ORS 73.0419 (Instruments signed for accommodation) (3) that the instrument was signed for accommodation.

(9) A party is not discharged under this section if:

(a) The party asserting discharge consents to the event or conduct that is the basis of the discharge; or

(b) The instrument or a separate agreement of the party provides for waiver of discharge under this section either specifically or by general language indicating that parties waive defenses based on suretyship or impairment of collateral. [1993 c.545 §71]

Source: Section 73.0605 — Discharge of indorsers and accommodation parties , https://www.­oregonlegislature.­gov/bills_laws/ors/ors073.­html (accessed May 26, 2025).
ORS § 79.0508 — OR Code / Title 8 / Chapter 79 / Section 79.0508
79.0508 UCC 9-508. Effectiveness of financing statement if new debtor becomes bound by security agreement
Status: in_force

(1) Except as otherwise provided in this section, a filed financing statement naming an original debtor is effective to perfect a security interest in collateral in which a new debtor has or acquires rights to the extent that the financing statement would have been effective had the original debtor acquired rights in the collateral.

(2) If the difference between the name of the original debtor and that of the new debtor causes a filed financing statement that is effective under subsection (1) of this section to be seriously misleading under ORS 79.0506 (UCC 9-506. Effect of errors or omissions) :

(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); and

(b) The financing statement is not effective to perfect a security interest in collateral acquired by the new debtor more than four months after the new debtor becomes bound under ORS 79.0203 (UCC 9-203. Attachment and enforceability of security interest) (4) unless an initial financing statement providing the name of the new debtor is filed before the expiration of that time.

(3) This section does not apply to collateral as to which a filed financing statement remains effective against the new debtor under ORS 79.0507 (UCC 9-507. Effect of certain events on effectiveness of financing statement) (1). [2001 c.445 §79]

Source: Section 79.0508 — UCC 9-508. Effectiveness of financing statement if new debtor becomes bound by security agreement , https://www.­oregonlegislature.­gov/bills_laws/ors/ors079.­html (accessed May 26, 2025).
ORS § 72.7250 — OR Code / Title 8 / Chapter 72 / Section 72.7250
72.7250 Statute of limitations in contracts for sale
Status: in_force

(1) An action for breach of any contract for sale must be commenced within four years after the cause of action has accrued. By the original agreement the parties may reduce the period of limitation to not less than one year but may not extend it.

(2) A cause of action accrues when the breach occurs, regardless of the aggrieved party’s lack of knowledge of the breach. A breach of warranty occurs when tender of delivery is made, except that where a warranty explicitly extends to future performance of the goods and discovery of the breach must await the time of such performance the cause of action accrues when the breach is or should have been discovered.

(3) Where 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 breach such 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 which have accrued before the Uniform Commercial Code becomes effective. [1961 c.726 § 72.7250 (Statute of limitations in contracts for sale) ]

Source: Section 72.7250 — Statute of limitations in contracts for sale , https://www.­oregonlegislature.­gov/bills_laws/ors/ors072.­html (accessed May 26, 2025).
ORS § 79.0207 — OR Code / Title 8 / Chapter 79 / Section 79.0207
79.0207 UCC 9-207. Rights and duties of secured party having possession or control of collateral
Status: in_force

(1) Except as otherwise provided in subsection (4) of this section, a secured party shall use reasonable care in the custody and preservation of collateral in the secured party’s possession. In the case of chattel paper or an instrument, reasonable care includes taking necessary steps to preserve rights against prior parties unless otherwise agreed.

(2) Except as otherwise provided in subsection (4) of this section, if a secured party has possession of collateral:

(a) Reasonable expenses, including the cost of insurance and payment of taxes or other charges, incurred in the custody, preservation, use or operation of the collateral are chargeable to the debtor and are secured by the collateral;

(b) The risk of accidental loss or damage is on the debtor to the extent of a deficiency in any effective insurance coverage;

(c) The secured party shall keep the collateral identifiable, but fungible collateral may be commingled; and

(d) The secured party may use or operate the collateral:

(A) For the purpose of preserving the collateral or its value;

(B) As permitted by an order of a court having competent jurisdiction; or

(C) Except in the case of consumer goods, in the manner and to the extent agreed by the debtor.

(3) Except as otherwise provided in subsection (4) of this section, a secured party having possession of collateral or control of 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) :

(a) May hold as additional security any proceeds, except money or funds, received from the collateral;

(b) Shall apply money or funds received from the collateral to reduce the secured obligation, unless remitted to the debtor; and

(c) May create a security interest in the collateral.

(4) If the secured party is a buyer of accounts, chattel paper, payment intangibles or promissory notes or a consignor:

(a) Subsection (1) of this section does not apply unless the secured party is entitled under an agreement:

(A) To charge back uncollected collateral; or

(B) Otherwise to full or limited recourse against the debtor or a secondary obligor based on the nonpayment or other default of an account debtor or other obligor on the collateral; and

(b) Subsections (2) and (3) of this section do not apply. [2001 c.445 §17; 2009 c.181 §93]

Source: Section 79.0207 — UCC 9-207. Rights and duties of secured party having possession or control of collateral , https://www.­oregonlegislature.­gov/bills_laws/ors/ors079.­html (accessed May 26, 2025).
ORS § 79.0331 — OR Code / Title 8 / Chapter 79 / Section 79.0331
79.0331 UCC 9-331. Priority of rights of purchasers of instruments, documents and securities under ORS chapters 73, 77 and 78
Status: in_force

(1) This chapter does not limit the rights of a holder in due course of a negotiable instrument, a holder to which a negotiable document of title has been duly negotiated or a protected purchaser of a security. These holders or purchasers take priority over an earlier security interest, even if perfected, to the extent provided in ORS chapters 73, 77 and 78.

(2) This chapter does not limit the rights of or impose liability on a person to the extent that the person is protected against the assertion of a claim under ORS chapter 78.

(3) Filing under this chapter does not constitute notice of a claim or defense to the holders, or purchasers, or persons described in subsections (1) and (2) of this section. [2001 c.445 §51]

Source: Section 79.0331 — UCC 9-331. Priority of rights of purchasers of instruments, documents and securities under ORS chapters 73, 77 and 78; priority of interests in financial assets and security entitlements under ORS chapter 78 , https://www.­oregonlegislature.­gov/bills_laws/ors/ors079.­html (accessed May 26, 2025).
ORS § 78.5030 — OR Code / Title 8 / Chapter 78 / Section 78.5030
78.5030 Property interest of entitlement holder in financial asset held by securities intermediary
Status: in_force

(1) To the extent necessary for a securities intermediary to satisfy all security entitlements with respect to a particular financial asset, all interests in that financial asset held by the securities intermediary are held by the securities intermediary for the entitlement holders, are not property of the securities intermediary and are not subject to claims of creditors of the securities intermediary, except as otherwise provided in ORS 78.5110 (Priority among security interests and entitlement holders) .

(2) An entitlement holder’s property interest with respect to a particular financial asset under subsection (1) of this section is a pro rata property interest in all interests in that financial asset held by the securities intermediary, without regard to the time the entitlement holder acquired the security entitlement or the time the securities intermediary acquired the interest in that financial asset.

(3) An entitlement holder’s property interest with respect to a particular financial asset under subsection (1) of this section may be enforced against the securities intermediary only by exercise of the entitlement holder’s rights under ORS 78.5050 (Duty of securities intermediary with respect to payments and distributions) , 78.5060 (Duty of securities intermediary to exercise rights as directed by entitlement holder) , 78.5070 (Duty of securities intermediary to comply with entitlement order) and 78.5080 (Duty of securities intermediary to change entitlement holder’s position to other form of security holding) .

(4) An entitlement holder’s property interest with respect to a particular financial asset under subsection (1) of this section may be enforced against a purchaser of the financial asset or interest therein only if:

(a) Insolvency proceedings have been initiated by or against the securities intermediary;

(b) The securities intermediary does not have sufficient interests in the financial asset to satisfy the security entitlements of all of its entitlement holders to that financial asset;

(c) The securities intermediary violated its obligations under ORS 78.5040 (Duty of securities intermediary to maintain financial asset) by transferring the financial asset or interest therein to the purchaser; and

(d) The purchaser is not protected under subsection (5) of this section. The trustee or other liquidator, acting on behalf of all entitlement holders having security entitlements with respect to a particular financial asset, may recover the financial asset, or interest therein, from the purchaser. If the trustee or other liquidator elects not to pursue that right, an entitlement holder whose security entitlement remains unsatisfied has the right to recover its interest in the financial asset from the purchaser.

(5) An action based on the entitlement holder’s property interest with respect to a particular financial asset under subsection (1) of this section, whether framed in conversion, replevin, constructive trust, equitable lien or other theory, may not be asserted against any purchaser of a financial asset or interest therein who gives value, obtains control and does not act in collusion with the securities intermediary in violating the securities intermediary’s obligations under ORS 78.5040 (Duty of securities intermediary to maintain financial asset) . [1995 c.328 §43]

Source: Section 78.5030 — Property interest of entitlement holder in financial asset held by securities intermediary , https://www.­oregonlegislature.­gov/bills_laws/ors/ors078.­html (accessed May 26, 2025).
ORS § 74a.4010 — OR Code / Title 8 / Chapter 74a / Section 74a.4010
74A.4010 Payment date
Status: in_force

“Payment date” of a payment order means the day on which the amount of the order is payable to the beneficiary by the beneficiary’s bank. The payment date may be determined by instruction of the sender but cannot be earlier than the day the order is received by the beneficiary’s bank and, unless otherwise determined, is the day the order is received by the beneficiary’s bank. [1991 c.442 §26]

Source: Section 74A.4010 — Payment date , https://www.­oregonlegislature.­gov/bills_laws/ors/ors74A.­html (accessed May 26, 2025).
ORS § 72.5110 — OR Code / Title 8 / Chapter 72 / Section 72.5110
72.5110 Tender of payment by buyer
Status: in_force

(1) Unless otherwise agreed tender of payment is a condition to the seller’s duty to tender and complete any delivery.

(2) Tender of payment is sufficient when made by any means or in any manner current in the ordinary course of business unless the seller demands payment in legal tender and gives any extension of time reasonably necessary to procure it.

(3) Subject to the provisions of ORS 73.0310 (Effect of instrument on obligation for which taken) on the effect of an instrument on an obligation, payment by check is conditional and is defeated as between the parties by dishonor of the check on due presentment. [1961 c.726 § 72.5110 (Tender of payment by buyer) ; 1993 c.545 §118]

Source: Section 72.5110 — Tender of payment by buyer; payment by check , https://www.­oregonlegislature.­gov/bills_laws/ors/ors072.­html (accessed May 26, 2025).
ORS § 72a.3040 — OR Code / Title 8 / Chapter 72a / Section 72a.3040
72A.3040 Subsequent lease of goods by lessor
Status: in_force

(1) Subject to ORS 72A.3030 (Alienability of party’s interest under lease contract or of lessor’s residual interest in goods) , a subsequent lessee from a lessor of goods under an existing lease contract obtains, to the extent of the leasehold interest transferred, the leasehold interest in the goods that the lessor had or had power to transfer, and except as provided in subsection (2) of this section and ORS 72A.5270 (Lessor’s rights to dispose of goods) (4), takes subject to the existing lease contract. A lessor with voidable title has power to transfer a good leasehold interest to a good faith subsequent lessee for value, but only to the extent set forth in the preceding sentence. If goods have been delivered under a transaction of purchase, the lessor has that power even though:

(a) The lessor’s transferor was deceived as to the identity of the lessor;

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

(c) It was agreed that the transaction was to be a “cash sale”; or

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

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

(3) A subsequent lessee from the lessor 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 §34; 1993 c.646 §5]

Source: Section 72A.3040 — Subsequent lease of goods by lessor , https://www.­oregonlegislature.­gov/bills_laws/ors/ors72A.­html (accessed May 26, 2025).
ORS § 79.0512 — OR Code / Title 8 / Chapter 79 / Section 79.0512
79.0512 UCC 9-512. Amendment of financing statement
Status: in_force

(1) Subject to ORS 79.0509 (UCC 9-509. Persons entitled to file a record) , a person may add or delete collateral covered by, continue or terminate the effectiveness of, or, subject to subsection (5) of this section, otherwise amend the information provided in, a financing statement by filing an amendment that:

(a) Identifies, by its file number, the initial financing statement to which the amendment relates; and

(b) If the amendment relates to an initial financing statement filed or recorded in a filing office described in ORS 79.0501 (UCC 9-501. Filing office) (1)(a), provides the information specified in ORS 79.0502 (UCC 9-502. Contents of financing statement) (2).

(2) Except as otherwise provided in ORS 79.0515 (UCC 9-515. Duration and effectiveness of financing statement) , the filing of an amendment does not extend the period of effectiveness of the financing statement.

(3) A financing statement that is amended by an amendment that adds collateral is effective as to the added collateral only from the date of the filing of the amendment.

(4) A financing statement that is amended by an amendment that adds a debtor is effective as to the added debtor only from the date of the filing of the amendment.

(5) An amendment is ineffective to the extent it:

(a) Purports to delete all debtors and fails to provide the name of a debtor to be covered by the financing statement; or

(b) Purports to delete all secured parties of record and fails to provide the name of a new secured party of record. [2001 c.445 §83; 2003 c.14 §27]

Source: Section 79.0512 — UCC 9-512. Amendment of financing statement , https://www.­oregonlegislature.­gov/bills_laws/ors/ors079.­html (accessed May 26, 2025).
ORS § 72a.5250 — OR Code / Title 8 / Chapter 72a / Section 72a.5250
72A.5250 Lessor’s right to possession of goods
Status: in_force

(1) If a lessor discovers the lessee to be insolvent, the lessor may refuse to deliver the goods.

(2) After a default by the lessee under the lease contract of the type described in ORS 72A.5230 (Lessor’s remedies) (1) and (3)(a) or, if agreed, after other default by the lessee, the lessor has the right to take possession of the goods. If the lease contract so provides, the lessor may require the lessee to assemble the goods and make them available to the lessor at a place to be designated by the lessor which is reasonably convenient to both parties. Without removal, the lessor may render unusable any goods employed in trade or business and may dispose of goods on the lessee’s premises as provided in ORS 72A.5270 (Lessor’s rights to dispose of goods) .

(3) The lessor may proceed under subsection (2) of this section without judicial process if it can be done without breach of the peace or the lessor may proceed by action. [1989 c.676 §72; 1993 c.646 §16]

Source: Section 72A.5250 — Lessor’s right to possession of goods , https://www.­oregonlegislature.­gov/bills_laws/ors/ors72A.­html (accessed May 26, 2025).
ORS § 72a.2190 — OR Code / Title 8 / Chapter 72a / Section 72a.2190
72A.2190 Risk of loss
Status: in_force

(1) Except in the case of a finance lease, risk of loss is retained by the lessor and does not pass to the lessee. In the case of a finance lease, risk of loss passes to the lessee.

(2) Subject to the provisions of ORS 72A.2200 (Effect of default on risk of loss) on the effect of default on risk of loss, if risk of loss is to pass to the lessee and the time of passage is not stated, the following rules apply:

(a) If the lease contract requires or authorizes the goods to be shipped by carrier, and it does not require delivery at a particular destination, the risk of loss passes to the lessee when the goods are duly delivered to the carrier; but if it does require delivery at a particular destination and the goods are there duly tendered while in the possession of the carrier, the risk of loss passes to the lessee when the goods are there duly so tendered as to enable the lessee to take delivery.

(b) If the goods are held by a bailee to be delivered without being moved, the risk of loss passes to the lessee on acknowledgment by the bailee of the lessee’s right to possession of the goods.

(c) In any case not described in paragraph (a) or (b) of this subsection, the risk of loss passes to the lessee on the lessee’s receipt of the goods if the lessor, or, in the case of a finance lease, the supplier, is a merchant, otherwise the risk passes to the lessee on tender of delivery. [1989 c.676 §28]

Source: Section 72A.2190 — Risk of loss , https://www.­oregonlegislature.­gov/bills_laws/ors/ors72A.­html (accessed May 26, 2025).
ORS § 72.2040 — OR Code / Title 8 / Chapter 72 / Section 72.2040
72.2040 Formation in general
Status: in_force

(1) A contract for sale of goods may be made in any manner sufficient to show agreement, including conduct by both parties which recognizes the existence of such a contract.

(2) An agreement sufficient to constitute a contract for sale may be found even though the moment of its making is undetermined.

(3) Even though one or more terms are left open a contract for sale does not fail for indefiniteness if the parties have intended to make a contract and there is a reasonably certain basis for giving an appropriate remedy. [1961 c.726 § 72.2040 (Formation in general) ]

Source: Section 72.2040 — Formation in general , https://www.­oregonlegislature.­gov/bills_laws/ors/ors072.­html (accessed May 26, 2025).
ORS § 79.0205 — OR Code / Title 8 / Chapter 79 / Section 79.0205
79.0205 UCC 9-205. Use or disposition of collateral permissible
Status: in_force

(1) A security interest is not invalid or fraudulent against creditors solely because:

(a) The debtor has the right or ability to:

(A) Use, commingle or dispose of all or part of the collateral, including returned or repossessed goods;

(B) Collect, compromise, enforce or otherwise deal with collateral;

(C) Accept the return of collateral or make repossessions; or

(D) Use, commingle or dispose of proceeds; or

(b) The secured party fails to require the debtor to account for proceeds or replace collateral.

(2) This section does not relax the requirements of possession if attachment, perfection or enforcement of a security interest depends upon possession of the collateral by the secured party. [2001 c.445 §15]

Source: Section 79.0205 — UCC 9-205. Use or disposition of collateral permissible , https://www.­oregonlegislature.­gov/bills_laws/ors/ors079.­html (accessed May 26, 2025).
ORS § 72.8180 — OR Code / Title 8 / Chapter 72 / Section 72.8180
72.8180 Buyer’s waiver of ORS 72.8010 to 72.8200
Status: in_force

Waiver of the provisions of ORS 72.8010 (Definitions for ORS 72.8010 to 72.8200) to 72.8200 (Operative dates) by a buyer of consumer goods is void except where such a waiver is expressly allowed by ORS 72.8010 (Definitions for ORS 72.8010 to 72.8200) to 72.8200 (Operative dates) . [1973 c.413 §16]

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

Source: Section 72.8180 — Buyer’s waiver of ORS 72.8010 to 72.8200 , https://www.­oregonlegislature.­gov/bills_laws/ors/ors072.­html (accessed May 26, 2025).
ORS § 73.0105 — OR Code / Title 8 / Chapter 73 / Section 73.0105
73.0105 Issue of instrument
Status: in_force

(1) “Issue” means the first delivery of an instrument by the maker or drawer, whether to a holder or nonholder, for the purpose of giving rights on the instrument to any person.

(2) An unissued instrument, or an unissued incomplete instrument that is completed, is binding on the maker or drawer, but nonissuance is a defense. An instrument that is conditionally issued or is issued for a special purpose is binding on the maker or drawer, but failure of the condition or special purpose to be fulfilled is a defense.

(3) “Issuer” applies to issued and unissued instruments and means a maker or drawer of an instrument. [1993 c.545 §8]

Source: Section 73.0105 — Issue of instrument , https://www.­oregonlegislature.­gov/bills_laws/ors/ors073.­html (accessed May 26, 2025).
ORS § 72a.5110 — OR Code / Title 8 / Chapter 72a / Section 72a.5110
72A.5110 Merchant lessee’s duties as to rightfully rejected goods
Status: in_force

(1) Subject to any security interest of a lessee under ORS 72A.5080 (Lessee’s remedies) , if a lessor or a supplier has no agent or place of business at the market of rejection, a merchant lessee, after rejection of goods in possession or control of the merchant lessee, shall follow any reasonable instructions received from the lessor or the supplier with respect to the goods. In the absence of those instructions, a merchant lessee shall make reasonable efforts to sell, lease or otherwise dispose of the goods for the lessor’s account if they threaten to decline in value speedily. Instructions are not reasonable if on demand indemnity for expenses is not forthcoming.

(2) If a merchant lessee or any other lessee disposes of goods, the lessee is entitled to reimbursement either from the lessor or the supplier or out of the proceeds for reasonable expenses of caring for and disposing of the goods and, if the expenses include no disposition commission, to such commission as is usual in the trade, or if there is none, to a reasonable sum not exceeding 10 percent of the gross proceeds.

(3) In complying with this section or ORS 72A.5120 (Lessee’s duties as to rightfully rejected goods) , the lessee is held only to good faith. Good faith conduct as described in this section is neither acceptance or conversion nor the basis of an action for damages.

(4) A purchaser who purchases in good faith from a lessee pursuant to this section or ORS 72A.5120 (Lessee’s duties as to rightfully rejected goods) takes the goods free of any rights of the lessor and the supplier even though the lessee fails to comply with one or more of the requirements of this chapter. [1989 c.676 §58]

Source: Section 72A.5110 — Merchant lessee’s duties as to rightfully rejected goods , https://www.­oregonlegislature.­gov/bills_laws/ors/ors72A.­html (accessed May 26, 2025).
ORS § 71.2060 — OR Code / Title 8 / Chapter 71 / Section 71.2060
71.2060 Presumptions
Status: in_force

Whenever the Uniform Commercial Code creates a presumption with respect to a fact, or provides that a fact is presumed, the trier of fact must find the existence of the fact unless and until evidence is introduced that supports a finding of its nonexistence. [1961 c.726 § 71.2060 (Presumptions) ; 2009 c.181 §13]

Source: Section 71.2060 — Presumptions , https://www.­oregonlegislature.­gov/bills_laws/ors/ors071.­html (accessed May 26, 2025).
ORS § 83.885 — OR Code / Title 8 / Chapter 83 / Section 83.885
83.885 Sale of motor vehicles, personal property or services for business or commercial purposes as time sale rather than loan
Status: in_force

A retail installment contract for the sale of motor vehicles, other personal property or services purchased primarily for business or commercial purposes, which discloses both a cash price and a deferred payment or time price, constitutes a bona fide time sale rather than a loan or use of money, notwithstanding that the contract is intended to be transferred, or is transferred, to a holder pursuant to a business relationship however characterized. [1977 c.274 §6]

Source: Section 83.885 — Sale of motor vehicles, personal property or services for business or commercial purposes as time sale rather than loan , https://www.­oregonlegislature.­gov/bills_laws/ors/ors083.­html (accessed May 26, 2025).
ORS § 73.0108 — OR Code / Title 8 / Chapter 73 / Section 73.0108
73.0108 Payable on demand or at definite time
Status: in_force

(1) A promise or order is “payable on demand” if it:

(a) States that it is payable on demand or at sight, or otherwise indicates that it is payable at the will of the holder; or

(b) Does not state any time of payment.

(2) A promise or order is “payable at a definite time” if it is payable on elapse of a definite period of time after sight or acceptance or at a fixed date or dates or at a time or times readily ascertainable at the time the promise or order issued, subject to rights of:

(a) Prepayment;

(b) Acceleration;

(c) Extension at the option of the holder; or

(d) Extension to a further definite time at the option of the maker or acceptor or automatically upon or after a specified act or event.

(3) If an instrument, payable at a fixed date, is also payable upon demand made before the fixed date, the instrument is payable on demand until the fixed date and, if demand for payment is not made before that date, becomes payable at a definite time on the fixed date. [1993 c.545 §11]

Source: Section 73.0108 — Payable on demand or at definite time , https://www.­oregonlegislature.­gov/bills_laws/ors/ors073.­html (accessed May 26, 2025).
ORS § 73.0414 — OR Code / Title 8 / Chapter 73 / Section 73.0414
73.0414 Obligation of drawer
Status: in_force

(1) This section does not apply to cashier’s checks or other drafts drawn on the drawer.

(2) If an unaccepted draft is dishonored, the drawer is obliged to pay the draft according to its terms at the time it was issued or, if not issued, at the time it first came into possession of a holder, or if the drawer signed an incomplete instrument, according to its terms when completed, to the extent stated in ORS 73.0115 (Incomplete instrument) and 73.0407 (Alteration) . The obligation is owed to a person entitled to enforce the draft or to an indorser who paid the draft under ORS 73.0415 (Obligation of indorser) .

(3) If a draft is accepted by a bank, the drawer is discharged, regardless of when or by whom acceptance was obtained.

(4) If a draft is accepted and the acceptor is not a bank, the obligation of the drawer to pay a draft if the draft is dishonored by the acceptor is the same as the obligation of an indorser under ORS 73.0415 (Obligation of indorser) (1) and (3).

(5) If a draft states that it is drawn “without recourse” or otherwise disclaims liability of the drawer to pay the draft, the drawer is not liable under subsection (2) of this section to pay the draft if the draft is not a check.

(6) If a check is not presented for payment or given to a depositary bank for collection within 30 days after its date, the drawee suspends payments after expiration of the 30-day period without paying the check, and because of the suspension of payments, the drawer is deprived of funds maintained with the drawee to cover payment of the check, the drawer to the extent deprived of funds may discharge its obligation to pay the check by assigning to the person entitled to enforce the check the rights of the drawer against the drawee with respect to the funds. [1993 c.545 §55]

Source: Section 73.0414 — Obligation of drawer , https://www.­oregonlegislature.­gov/bills_laws/ors/ors073.­html (accessed May 26, 2025).
ORS § 72a.2150 — OR Code / Title 8 / Chapter 72a / Section 72a.2150
72A.2150 Cumulation and conflict of warranties express or implied
Status: in_force

Warranties, whether express or implied, must be construed as consistent with each other and as cumulative, but if that construction is unreasonable, the intention of the parties determines which warranty is dominant. In ascertaining that intention, the following rules apply:

(1) Exact or technical specifications displace an inconsistent sample or model or general language of description.

(2) A sample from an existing bulk displaces inconsistent general language of description.

(3) Express warranties displace inconsistent implied warranties other than an implied warranty of fitness for a particular purpose. [1989 c.676 §24]

Source: Section 72A.2150 — Cumulation and conflict of warranties express or implied , https://www.­oregonlegislature.­gov/bills_laws/ors/ors72A.­html (accessed May 26, 2025).
ORS § 74a.2120 — OR Code / Title 8 / Chapter 74a / Section 74a.2120
74A.2120 Liability and duty of receiving bank regarding unaccepted payment order
Status: in_force

If a receiving bank fails to accept a payment order that it is obliged by express agreement to accept, the bank is liable for breach of the agreement to the extent provided in the agreement or in this chapter, but does not otherwise have any duty to accept a payment order or, before acceptance, to take any action, or refrain from taking action, with respect to the order except as provided in this chapter or by express agreement. Liability based on acceptance arises only when acceptance occurs as stated in ORS 74A.2090 (Acceptance of payment order) and liability is limited to that provided in this chapter. A receiving bank is not the agent of the sender or beneficiary of the payment order it accepts, or of any other party to the funds transfer, and the bank owes no duty to any party to the funds transfer except as provided in this chapter or by express agreement. [1991 c.442 §20]

EXECUTION OF SENDER’S PAYMENT ORDER BY RECEIVING BANK

Source: Section 74A.2120 — Liability and duty of receiving bank regarding unaccepted payment order , https://www.­oregonlegislature.­gov/bills_laws/ors/ors74A.­html (accessed May 26, 2025).
ORS § 72.3120 — OR Code / Title 8 / Chapter 72 / Section 72.3120
72.3120 Warranty of title and against infringement
Status: in_force

(1) Subject to subsection (2) of this section there is in a contract for sale a warranty by the seller that:

(a) The title conveyed shall be good, and its transfer rightful; and

(b) The goods shall be delivered free from any security interest or other lien or encumbrance of which the buyer at the time of contracting has no knowledge.

(2) A warranty under subsection (1) of this section will be excluded or modified only by specific language or by circumstances which give the buyer reason to know that the person selling does not claim title or that the person is purporting to sell only such right or title as the person or a third person may have.

(3) Unless otherwise agreed a seller who is a merchant regularly dealing in goods of the kind warrants that the goods shall be delivered free of the rightful claim of any third person by way of infringement or the like, but a buyer who furnishes specifications to the seller must hold the seller harmless against any such claim which arises out of compliance with the specifications. [1961 c.726 § 72.3120 (Warranty of title and against infringement) ]

Source: Section 72.3120 — Warranty of title and against infringement; buyer’s obligation against infringement , https://www.­oregonlegislature.­gov/bills_laws/ors/ors072.­html (accessed May 26, 2025).
ORS § 84.034 — OR Code / Title 8 / Chapter 84 / Section 84.034
84.034 Retention of electronic records
Status: in_force

(1) If a law requires that a record be retained, the requirement is satisfied by retaining an electronic record of the information in the record that:

(a) Accurately reflects the information set forth in the record after it was first generated in its final form as an electronic record or otherwise; and

(b) Remains accessible for later reference.

(2) A requirement to retain a record in accordance with subsection (1) of this section does not apply to any information the sole purpose of which is to enable the record to be sent, communicated or received.

(3) A person may satisfy subsection (1) of this section by using the services of another person if the requirements of subsection (1) of this section are satisfied.

(4) If a law requires a record to be presented or retained in its original form, or provides consequences if the record is not presented or retained in its original form, that law is satisfied by an electronic record retained in accordance with subsection (1) of this section.

(5) If a law requires retention of a check, that requirement is satisfied by retention of an electronic record of the information on the front and back of the check in accordance with subsection (1) of this section.

(6) A record retained as an electronic record in accordance with subsection (1) of this section satisfies a law requiring a person to retain a record for evidentiary, audit or like purposes, unless a law enacted after June 22, 2001, specifically prohibits the use of an electronic record for the specified purpose.

(7) This section does not preclude a governmental agency of this state from specifying additional requirements for the retention of a record subject to the agency’s jurisdiction. [2001 c.535 §12]

Source: Section 84.034 — Retention of electronic records; originals , https://www.­oregonlegislature.­gov/bills_laws/ors/ors084.­html (accessed May 26, 2025).
ORS § 78.1140 — OR Code / Title 8 / Chapter 78 / Section 78.1140
78.1140 Evidentiary rules concerning certificated securities
Status: in_force

The following rules apply in an action on a certificated security against the issuer:

(1) Unless specifically denied in the pleadings, each signature on a security certificate or in a necessary indorsement is admitted.

(2) If the effectiveness of a signature is put in issue, the burden of establishing effectiveness is on the party claiming under the signature, but the signature is presumed to be genuine or authorized.

(3) If signatures on a security certificate are admitted or established, production of the certificate entitles a holder to recover on it unless the defendant establishes a defense or a defect going to the validity of the security.

(4) If it is shown that a defense or defect exists, the plaintiff has the burden of establishing that the plaintiff or some person under whom the plaintiff claims is a person against whom the defense or defect cannot be asserted. [1995 c.328 §14]

Source: Section 78.1140 — Evidentiary rules concerning certificated securities , https://www.­oregonlegislature.­gov/bills_laws/ors/ors078.­html (accessed May 26, 2025).
ORS § 72a.5090 — OR Code / Title 8 / Chapter 72a / Section 72a.5090
72A.5090 Lessee’s rights on improper delivery
Status: in_force

(1) Subject to the provisions of ORS 72A.5100 (Installment lease contracts) on default in installment lease contracts, if the goods or the tender or delivery fail in any respect to conform to the lease contract, the lessee may reject or accept the goods or accept any commercial unit or units and reject the rest of the goods.

(2) Rejection of goods is ineffective unless it is within a reasonable time after tender or delivery of the goods and the lessee seasonably notifies the lessor. [1989 c.676 §56]

Source: Section 72A.5090 — Lessee’s rights on improper delivery; rightful rejection , https://www.­oregonlegislature.­gov/bills_laws/ors/ors72A.­html (accessed May 26, 2025).
ORS § 79.0208 — OR Code / Title 8 / Chapter 79 / Section 79.0208
79.0208 UCC 9-208. Additional duties of secured party having control of collateral
Status: in_force

(1) This section applies to cases in which there is no outstanding secured obligation and 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) A secured party having control of a deposit account under ORS 79.0104 (UCC 9-104. Control of deposit account) (1)(b) shall send to the bank with which the deposit account is maintained an authenticated statement that releases the bank from any further obligation to comply with instructions originated by the secured party;

(b) A secured party having control of a deposit account under ORS 79.0104 (UCC 9-104. Control of deposit account) (1)(c) shall:

(A) Pay the debtor the balance on deposit in the deposit account; or

(B) Transfer the balance on deposit into a deposit account in the debtor’s name;

(c) A secured party, other than a buyer, having control of electronic chattel paper under ORS 79.0105 (UCC 9-105. Control of electronic chattel paper) shall:

(A) Communicate the authoritative copy of the electronic chattel paper to the debtor or its designated custodian;

(B) If the debtor designates a custodian that is the designated custodian with which the authoritative copy of the electronic chattel paper is maintained for the secured party, communicate to the custodian an authenticated record releasing the designated custodian from any further obligation to comply with instructions originated by the secured party and instructing the custodian to comply with instructions originated by the debtor; and

(C) Take appropriate action to enable the debtor or its designated custodian to make copies of or amendments to the authoritative copy which add or change an identified assignee of the authoritative copy without the consent of the secured party;

(d) A secured party having control of investment property under ORS 78.1060 (Control) (4)(b) or 79.0106 (UCC 9-106. Control of investment property) (2) shall send to the securities intermediary or commodity intermediary with which the security entitlement or commodity contract is maintained an authenticated record that releases the securities intermediary or commodity intermediary from any further obligation to comply with entitlement orders or directions originated by the secured party;

(e) A secured party having control of a letter-of-credit right under ORS 79.0107 (UCC 9-107. Control of letter-of-credit right) shall send to each person having an unfulfilled obligation to pay or deliver proceeds of the letter of credit to the secured party an authenticated release from any further obligation to pay or deliver proceeds of the letter of credit to the secured party; and

(f) A secured party having control of an electronic document shall:

(A) Give control of the electronic document to the debtor or a designated custodian;

(B) If the debtor designates a custodian that is the designated custodian with which the authoritative copy of the electronic document is maintained for the secured party, communicate to the custodian an authenticated record releasing the designated custodian from any further obligation to comply with instructions originated by the secured party and instructing the custodian to comply with instructions originated by the debtor; and

(C) Take appropriate action to enable the debtor or its designated custodian to make copies of or amendments to the authoritative copy that add or change an identified assignee of the authoritative copy without the consent of the secured party. [2001 c.445 §18; 2009 c.181 §94; 2012 c.12 §3]

Source: Section 79.0208 — UCC 9-208. Additional duties of secured party having control of collateral , https://www.­oregonlegislature.­gov/bills_laws/ors/ors079.­html (accessed May 26, 2025).
ORS § 79.0320 — OR Code / Title 8 / Chapter 79 / Section 79.0320
79.0320 UCC 9-320. Buyer of goods
Status: in_force

(1) Except as otherwise provided in subsection (5) of this section, a buyer in ordinary course of business, other than a person buying farm products from a person engaged in farming operations, takes free of a security interest created by the buyer’s seller, even if the security interest is perfected and the buyer knows of its existence.

(2) Except as otherwise provided in subsection (5) of this section, a buyer of goods from a person who used or bought the goods for use primarily for personal, family or household purposes takes free of a security interest, even if perfected, if the buyer buys:

(a) Without knowledge of the security interest;

(b) For value;

(c) Primarily for the buyer’s personal, family or household purposes; and

(d) Before the filing of a financing statement covering the goods.

(3) To the extent that it affects the priority of a security interest over a buyer of goods under subsection (2) of this section, the period of effectiveness of a filing made in the jurisdiction in which the seller is located is governed by ORS 79.0316 (UCC 9-316. Effect of change in governing law) (1) and (2).

(4) A buyer in ordinary course of business buying oil, gas or other minerals at the wellhead or minehead or after extraction takes free of an interest arising out of an encumbrance.

(5) Subsections (1) and (2) of this section do not affect a security interest in goods in the possession of the secured party under ORS 79.0313 (UCC 9-313. When possession by or delivery to secured party perfects security interest without filing) . [2001 c.445 §40]

Source: Section 79.0320 — UCC 9-320. Buyer of goods , https://www.­oregonlegislature.­gov/bills_laws/ors/ors079.­html (accessed May 26, 2025).
ORS § 72a.5130 — OR Code / Title 8 / Chapter 72a / Section 72a.5130
72A.5130 Cure by lessor of improper tender or delivery
Status: in_force

(1) If any tender or delivery by the lessor or the supplier is rejected because it is nonconforming and the time for performance has not yet expired, the lessor or the supplier may seasonably notify the lessee of the lessor’s or the supplier’s intention to cure and may then make a conforming delivery within the time provided in the lease contract.

(2) If the lessee rejects a nonconforming tender that the lessor or the supplier had reasonable grounds to believe would be acceptable with or without money allowance, the lessor or the supplier may have a further reasonable time to substitute a conforming tender if the lessor or the supplier seasonably notifies the lessee. [1989 c.676 §60]

Source: Section 72A.5130 — Cure by lessor of improper tender or delivery; replacement , https://www.­oregonlegislature.­gov/bills_laws/ors/ors72A.­html (accessed May 26, 2025).
ORS § 83.095 — OR Code / Title 8 / Chapter 83 / Section 83.095
83.095 Service charge computed by actuarial method
Status: in_force

(1) Notwithstanding any other provision of ORS 83.010 (Definitions for ORS 83.010 to 83.190) to 83.190 (Civil penalties) and 83.820 (Consumer paper) to 83.895 (Effect of seller’s failure to provide notice) , a retail seller in a retail installment contract may contract for and charge, receive and collect a service charge computed by the actuarial method.

(2) When a retail installment contract provides for a service charge computed by the actuarial method:

(a) The retail installment contract may provide for any other charge, cost or fee allowed under ORS 83.010 (Definitions for ORS 83.010 to 83.190) to 83.190 (Civil penalties) and 83.820 (Consumer paper) to 83.895 (Effect of seller’s failure to provide notice) , in addition to the service charge.

(b) The amount to be disclosed as the service charge and used as the service charge component of the other amounts disclosed pursuant to ORS 83.010 (Definitions for ORS 83.010 to 83.190) to 83.190 (Civil penalties) and 83.820 (Consumer paper) to 83.895 (Effect of seller’s failure to provide notice) shall be the amount of the service charge to be paid assuming all payments are made exactly as agreed.

(c) The refund credit provisions of ORS 83.130 (Voluntary prepayment by buyer) shall not apply. [1983 c.432 §4]

Source: Section 83.095 — Service charge computed by actuarial method , https://www.­oregonlegislature.­gov/bills_laws/ors/ors083.­html (accessed May 26, 2025).
ORS § 72a.3030 — OR Code / Title 8 / Chapter 72a / Section 72a.3030
72A.3030 Alienability of party’s interest under lease contract or of lessor’s residual interest in goods
Status: in_force

(1) As used in this section, “creation of a security interest” includes the sale of a lease contract that is subject to ORS 79.0109 (UCC 9-109. Scope) (1)(c).

(2) Except as provided in subsection (3) of this section and ORS 79.0407 (UCC 9-407. Restrictions on creation or enforcement of security interest in leasehold interest or in lessor’s residual interest) , a provision in a lease agreement that prohibits the voluntary or involuntary transfer, including a transfer by sale, sublease, creation or enforcement of a security interest, or attachment, levy or other judicial process, of an interest of a party under the lease contract or of the lessor’s residual interest in the goods, or that makes such a transfer an event of default, gives rise to the rights and remedies provided in subsection (4) of this section, but a transfer that is prohibited or is an event of default under the lease agreement is otherwise effective.

(3) A provision in a lease agreement is not enforceable if the provision prohibits a transfer of a right to damages for default with respect to the whole lease contract or of a right to payment arising out of the transferor’s due performance of the transferor’s entire obligation or makes such a transfer an event of default. A transfer that is not enforceable under this section is not a transfer that materially impairs the prospect of obtaining return performance by, materially changes the duty of, or materially increases the burden or risk imposed on, the other party to the lease contract under subsection (4) of this section.

(4) Subject to subsection (3) of this section and ORS 79.0407 (UCC 9-407. Restrictions on creation or enforcement of security interest in leasehold interest or in lessor’s residual interest) :

(a) If a transfer is made that is made an event of default under a lease agreement, the party to the lease contract not making the transfer has the rights and remedies described in ORS 72A.5010 (Default) (2), unless the party waives the default or otherwise agrees; or

(b) If paragraph (a) of this subsection is not applicable and a transfer is made that is prohibited under a lease agreement or that materially impairs the prospect of obtaining return performance by, materially changes the duty of, or materially increases the burden or risk imposed on, the other party to the lease contract, then, unless the party not making the transfer agrees at any time to the transfer in the lease contract or otherwise, and except as limited by contract:

(A) The transferor is liable to the party not making the transfer for damages caused by the transfer to the extent that the damages could not reasonably be prevented by the party not making the transfer; and

(B) A court having jurisdiction may grant other appropriate relief, including cancellation of the lease contract or an injunction.

(5) A transfer of “the lease” or of “all my rights under the lease” or a transfer in similar general terms is a transfer of rights, and unless the language or the circumstances indicate the contrary, as in a transfer for security, the transfer is a delegation of duties by the transferor to the transferee. Acceptance by the transferee constitutes a promise by the transferee to perform those duties. The promise is enforceable by either the transferor or the other party to the lease contract.

(6) Unless otherwise agreed by the lessor and the lessee, a delegation of performance does not relieve the transferor as against the other party of any duty to perform or of any liability for default.

(7) In a consumer lease, to prohibit the transfer of an interest of a party under the lease contract or to make a transfer an event of default, the language must be specific, by a writing, and conspicuous. [1989 c.676 §33; 1993 c.646 §4; 2001 c.445 §142]

Source: Section 72A.3030 — Alienability of party’s interest under lease contract or of lessor’s residual interest in goods; delegation of performance; transfer of rights , https://www.­oregonlegislature.­gov/bills_laws/ors/ors72A.­html (accessed May 26, 2025).
ORS § 72.3150 — OR Code / Title 8 / Chapter 72 / Section 72.3150
72.3150 Implied warranty: fitness for particular purpose
Status: in_force

Where the seller at the time of contracting has reason to know any particular purpose for which the goods are required and that the buyer is relying on the seller’s skill or judgment to select or furnish suitable goods, there is unless excluded or modified under ORS 72.3160 (Exclusion or modification of warranties) an implied warranty that the goods shall be fit for such purpose. [1961 c.726 § 72.3150 (Implied warranty: fitness for particular purpose) ]

Source: Section 72.3150 — Implied warranty: fitness for particular purpose , https://www.­oregonlegislature.­gov/bills_laws/ors/ors072.­html (accessed May 26, 2025).
ORS § 77.3020 — OR Code / Title 8 / Chapter 77 / Section 77.3020
77.3020 Through bills of lading and similar documents of title
Status: in_force

(1) The issuer of a through bill of lading or other document of title embodying an undertaking to be performed in part by a person acting as its agent or by a performing carrier is liable to any person entitled to recover on the bill or other document for any breach by the other person or the performing carrier of its obligation under the bill or other document. However, to the extent that the bill or other document covers an undertaking to be performed overseas or in territory not contiguous to the continental United States or an undertaking including matters other than transportation, this liability for breach by the other person or the performing carrier may be varied by agreement of the parties.

(2) If goods covered by a through bill of lading or other document of title embodying an undertaking to be performed in part by a person other than the issuer are received by that person, the person is subject with respect to its own performance while the goods are in its possession to the obligation of the issuer. The person’s obligation is discharged by delivery of the goods to another person pursuant to the bill or other document and does not include liability for breach by any other person or by the issuer.

(3) The issuer of a through bill of lading or other document of title described in subsection (1) of this section is entitled to recover from the performing carrier, or other person in possession of the goods when the breach of the obligation under the bill or other document occurred:

(a) The amount it may be required to pay to any person entitled to recover on the bill or other document for the breach, as may be evidenced by any receipt, judgment or transcript of judgment; and

(b) The amount of any expense reasonably incurred by the issuer in defending any action commenced by any person entitled to recover on the bill or other document for the breach. [1961 c.726 § 77.3020 (Through bills of lading and similar documents of title) ; 2009 c.181 §66]

Source: Section 77.3020 — Through bills of lading and similar documents of title , https://www.­oregonlegislature.­gov/bills_laws/ors/ors077.­html (accessed May 26, 2025).
ORS § 72.6070 — OR Code / Title 8 / Chapter 72 / Section 72.6070
72.6070 Effect of acceptance
Status: in_force

(1) The buyer must pay at the contract rate for any goods accepted.

(2) Acceptance of goods by the buyer precludes rejection of the goods accepted and if made with knowledge of a nonconformity cannot be revoked because of it unless the acceptance was on the reasonable assumption that the nonconformity would be seasonably cured but acceptance does not of itself impair any other remedy provided by this chapter for nonconformity.

(3) Where a tender has been accepted:

(a) The buyer must within a reasonable time after the buyer discovers or should have discovered any breach notify the seller of breach or be barred from any remedy; and

(b) If the claim is one for infringement or the like pursuant to ORS 72.3120 (Warranty of title and against infringement) (3) and the buyer is sued as a result of such a breach the buyer must so notify the seller within a reasonable time after the buyer receives notice of the litigation or be barred from any remedy over for liability established by the litigation.

(4) The burden is on the buyer to establish any breach with respect to the goods accepted.

(5) Where the buyer is sued for breach of a warranty or other obligation for which the seller is answerable over:

(a) The buyer may give the seller written notice of the litigation. If the notice states that the seller may come in and defend and that if the seller does not do so the seller will be bound in any action against the seller by the buyer by any determination of fact common to the two litigations, then unless the seller after seasonable receipt of the notice does come in and defend the seller is so bound.

(b) If the claim is one for infringement or the like pursuant to ORS 72.3120 (Warranty of title and against infringement) (3) the original seller may demand in writing that the buyer turn over to the seller control of the litigation including settlement or else be barred from any remedy over and if the seller also agrees to bear all expense and to satisfy any adverse judgment, then unless the buyer after seasonable receipt of the demand does turn over control the buyer is so barred.

(6) The provisions of subsections (3), (4) and (5) of this section apply to any obligation of a buyer to hold the seller harmless against infringement or the like pursuant to ORS 72.3120 (Warranty of title and against infringement) (3). [1961 c.726 § 72.6070 (Effect of acceptance) ]

Source: Section 72.6070 — Effect of acceptance; notice of breach; burden of establishing breach after acceptance; notice of claim or litigation to person answerable over , https://www.­oregonlegislature.­gov/bills_laws/ors/ors072.­html (accessed May 26, 2025).
ORS § 74a.1050 — OR Code / Title 8 / Chapter 74a / Section 74a.1050
74A.1050 Other definitions
Status: in_force

(1) As used in this chapter:

(a) “Authorized account” means a deposit account of a customer in a bank designated by the customer as a source of payment of payment orders issued by the customer to the bank. If a customer does not so designate an account, any account of the customer is an authorized account if payment of a payment order from that account is not inconsistent with a restriction on the use of that account.

(b) “Bank” means a financial institution, as defined in ORS 706.008 (Additional definitions for Bank Act) . A branch or separate office of a bank is a separate bank for purposes of this chapter.

(c) “Customer” means a person, including a bank, having an account with a bank or from whom a bank has agreed to receive payment orders.

(d) “Funds-transfer business day” of a receiving bank means the part of a day during which the receiving bank is open for the receipt, processing and transmittal of payment orders and cancellations and amendments of payment orders.

(e) “Funds-transfer system” means a wire transfer network, automated clearing house, or other communication system of a clearing house or other association of banks through which a payment order by a bank may be transmitted to the bank to which the order is addressed.

(f) “Prove” with respect to a fact means to meet the burden of establishing the fact.

(2) Other definitions applying to this chapter and the sections in which they appear are:

“Acceptance” ORS 74A.2090 (Acceptance of payment order)

“Beneficiary” ORS 74A.1030 (Payment order)

“Beneficiary’s bank” ORS 74A.1030 (Payment order)

“Executed” ORS 74A.3010 (Execution and execution date)

“Execution date” ORS 74A.3010 (Execution and execution date)

“Funds transfer” ORS 74A.1040 (Funds transfer)

“Funds-transfer system rule” ORS 74A.5010 (Variation by agreement and effect of funds-transfer system rule)

“Intermediary bank” ORS 74A.1040 (Funds transfer)

“Originator” ORS 74A.1040 (Funds transfer)

“Originator’s bank” ORS 74A.1040 (Funds transfer)

“Payment by beneficiary’s

bank to beneficiary” ORS 74A.4050 (Payment by beneficiary’s bank to beneficiary)

“Payment by originator to

beneficiary” ORS 74A.4060 (Payment by originator to beneficiary)

“Payment by sender

to receiving bank” ORS 74A.4030 (Payment by sender to receiving bank)

“Payment date” ORS 74A.4010 (Payment date)

“Payment order” ORS 74A.1030 (Payment order)

“Receiving bank” ORS 74A.1030 (Payment order)

“Security procedure” ORS 74A.2010 (Security procedure)

“Sender” ORS 74A.1030 (Payment order)

(3) The following definitions in ORS chapter 74 apply to this chapter and ORS 71.1010 (Short titles) :

“Clearing house” ORS 74.1040 (Definitions and index of definitions)

“Item” ORS 74.1040 (Definitions and index of definitions)

“Suspends payments” ORS 74.1040 (Definitions and index of definitions)

(4) In addition ORS chapter 71 contains general definitions and principles of construction and interpretation applicable throughout this chapter. [1991 c.442 §5; 1997 c.631 §381; 2009 c.181 §46a]

Source: Section 74A.1050 — Other definitions , https://www.­oregonlegislature.­gov/bills_laws/ors/ors74A.­html (accessed May 26, 2025).
ORS § 71.1070 — OR Code / Title 8 / Chapter 71 / Section 71.1070
71.1070 Captions
Status: in_force

The unit and section captions, though set forth in the Uniform Commercial Code, are not part of the statutory law of Oregon. [1961 c.726 § 71.1070 (Captions) ; 2009 c.181 §6]

Source: Section 71.1070 — Captions , https://www.­oregonlegislature.­gov/bills_laws/ors/ors071.­html (accessed May 26, 2025).
ORS § 72.5040 — OR Code / Title 8 / Chapter 72 / Section 72.5040
72.5040 Shipment by seller
Status: in_force

Where the seller is required or authorized to send the goods to the buyer and the contract does not require the seller to deliver them at a particular destination, then unless otherwise agreed the seller must:

(1) Put the goods in the possession of such a carrier and make such a contract for their transportation as may be reasonable having regard to the nature of the goods and other circumstances of the case; and

(2) Obtain and promptly deliver or tender in due form any document necessary to enable the buyer to obtain possession of the goods or otherwise required by the agreement or by usage of trade; and

(3) Promptly notify the buyer of the shipment.

Failure to notify the buyer under subsection (3) of this section or to make a proper contract under subsection (1) of this section is a ground for rejection only if material delay or loss ensues. [1961 c.726 § 72.5040 (Shipment by seller) ]

Source: Section 72.5040 — Shipment by seller , https://www.­oregonlegislature.­gov/bills_laws/ors/ors072.­html (accessed May 26, 2025).
ORS § 74a.2090 — OR Code / Title 8 / Chapter 74a / Section 74a.2090
74A.2090 Acceptance of payment order
Status: in_force

(1) Subject to subsection (4) of this section, a receiving bank other than the beneficiary’s bank accepts a payment order when it executes the order.

(2) Subject to subsections (3) and (4) of this section, a beneficiary’s bank accepts a payment order at the earliest of the following times:

(a) When the bank:

(A) Pays the beneficiary as stated in ORS 74A.4050 (Payment by beneficiary’s bank to beneficiary) (1)(a) or (2); or

(B) Notifies the beneficiary of receipt of the order or that the account of the beneficiary has been credited with respect to the order unless the notice indicates that the bank is rejecting the order or that funds with respect to the order may not be withdrawn or used until receipt of payment from the sender of the order;

(b) When the bank receives payment of the entire amount of the sender’s order pursuant to ORS 74A.4030 (Payment by sender to receiving bank) (1)(a) or (b); or

(c) The opening of the next funds-transfer business day of the bank following the payment date of the order if, at that time, the amount of the sender’s order is fully covered by a withdrawable credit balance in an authorized account of the sender or the bank has otherwise received full payment from the sender, unless the order was rejected before that time or is rejected within one hour after that time, or one hour after the opening of the next business day of the sender following the payment date if that time is later. If notice of rejection is received by the sender after the payment date and the authorized account of the sender does not bear interest, the bank is obliged to pay interest to the sender on the amount of the order for the number of days elapsing after the payment date to the day the sender receives notice or learns that the order was not accepted, counting that day as an elapsed day. If the withdrawable credit balance during that period falls below the amount of the order, the amount of interest payable is reduced accordingly.

(3) Acceptance of a payment order cannot occur before the order is received by the receiving bank. Acceptance does not occur under subsection (2)(b) or (c) of this section if the beneficiary of the payment order does not have an account with the receiving bank, the account has been closed, or the receiving bank is not permitted by law to receive credits for the beneficiary’s account.

(4) A payment order issued to the originator’s bank cannot be accepted until the payment date if the bank is the beneficiary’s bank, or the execution date if the bank is not the beneficiary’s bank. If the originator’s bank executes the originator’s payment order before the execution date or pays the beneficiary of the originator’s payment order before the payment date and the payment order is subsequently canceled pursuant to ORS 74A.2110 (Cancellation and amendment of payment order) (2), the bank may recover from the beneficiary any payment received to the extent allowed by the law governing mistake and restitution. [1991 c.442 §17]

Source: Section 74A.2090 — Acceptance of payment order , https://www.­oregonlegislature.­gov/bills_laws/ors/ors74A.­html (accessed May 26, 2025).
ORS § 83.820 — OR Code / Title 8 / Chapter 83 / Section 83.820
83.820 Consumer paper
Status: in_force

(1) In any contract for the sale or lease of motor vehicles on any form of credit, or of consumer goods or services on credit, entered into between a motor vehicle dealer, retail seller or retail lessor and a retail buyer or retail lessee, such contract, note or any instrument or evidence of indebtedness of the buyer or lessee shall have printed on the face thereof the words “consumer paper,” and such contract, note, instrument or evidence of indebtedness with the words “consumer paper” printed thereon shall not be a negotiable instrument within the meaning of ORS chapter 73. However, this section shall have no force or effect on the negotiability of any contract, promissory note, instrument or other evidence of indebtedness owned or guaranteed or insured by any state or federal governmental agency even though said contract, note, instrument or other evidence of indebtedness shall contain the wording required by this subsection.

(2) Notwithstanding the absence of such notice on a contract, note, instrument or evidence of indebtedness arising out of a consumer credit sale, consumer lease or the sale or lease of a motor vehicle on any form of credit as described in this section, an assignee of the rights of the motor vehicle dealer, seller or lessor is subject to all claims and defenses of the buyer or lessee against the motor vehicle dealer, seller or lessor arising out of the sale or lease. Any agreement to the contrary shall be of no force or effect in limiting the rights of a consumer under this section. The assignee’s liability under this section may not exceed the amount owing to the assignee at the time the claim or defense is asserted against the assignee. The restrictions imposed hereby shall not apply with respect to any promissory note, contract, instrument or other evidence of indebtedness owned or guaranteed or insured by any state or federal governmental agency even though said note, contract, instrument or other evidence of indebtedness shall contain the words required by subsection (1) of this section.

(3) An assignee of “consumer paper” who in good faith enforces a security interest in property held by the buyer or lessee shall not be liable to such buyer or lessee for punitive damages in an action for wrongful repossession. The fact that a motor vehicle dealer, seller or lessor has broken the warranties of the motor vehicle dealer, seller or lessor with regard to the property sold or leased shall not, of itself, make an assignee’s repossession wrongful.

(4) Notwithstanding the absence of notice as provided in subsection (1) of this section, an assignee of the rights of the motor vehicle dealer, seller or lessor who lends money to the buyer or lessee for the purpose of paying off the amount owing to the assignee under the contract, note, instrument or evidence of indebtedness is subject to all claims and defenses of the buyer or lessee against the motor vehicle dealer, seller or lessor arising out of the sale or lease. The assignee’s liability under this subsection may not exceed the amount that would be owing to the motor vehicle dealer, seller or lessor under the contract, note, instrument or evidence of indebtedness at the time the claim or defense is asserted had the obligation not been paid off. Assignee shall include a parent, subsidiary or other business entity similarly related to the assignee, and the assignee’s liability shall extend to anyone who holds the buyer’s or lessee’s new instrument or evidence of indebtedness. [1971 c.744 §2; 1977 c.195 §11; 1995 c.79 §31; 2001 c.117 §2]

Source: Section 83.820 — Consumer paper; negotiability; exception; rights and liabilities of assignees , https://www.­oregonlegislature.­gov/bills_laws/ors/ors083.­html (accessed May 26, 2025).
ORS § 79.0522 — OR Code / Title 8 / Chapter 79 / Section 79.0522
79.0522 UCC 9-522. Maintenance and destruction of records
Status: in_force

(1) The filing office shall maintain a record of the information provided in a filed financing statement for at least one year after the effectiveness of the financing statement has lapsed under ORS 79.0515 (UCC 9-515. Duration and effectiveness of financing statement) with respect to all secured parties of record. The record must be retrievable by using the name of the debtor and by using the file number assigned to the initial financing statement to which the record relates.

(2) Except to the extent that a statute governing disposition of public records provides otherwise, the filing office immediately may destroy any written record evidencing a financing statement. However, if the filing office destroys a written record, it shall maintain another record of the financing statement which complies with subsection (1) of this section. [2001 c.445 §93; 2003 c.14 §30]

Source: Section 79.0522 — UCC 9-522. Maintenance and destruction of records , https://www.­oregonlegislature.­gov/bills_laws/ors/ors079.­html (accessed May 26, 2025).
ORS § 78.1100 — OR Code / Title 8 / Chapter 78 / Section 78.1100
78.1100 Applicability
Status: in_force

(1) The local law of the issuer’s jurisdiction, as defined in subsection (4) of this section, governs:

(a) The validity of a security;

(b) The rights and duties of the issuer with respect to registration of transfer;

(c) The effectiveness of registration of transfer by the issuer;

(d) Whether the issuer owes any duties to an adverse claimant to a security; and

(e) Whether an adverse claim can be asserted against a person to whom transfer of a certificated or uncertificated security is registered or a person who obtains control of an uncertificated security.

(2) The local law of the securities intermediary’s jurisdiction, as specified in subsection (5) of this section, governs:

(a) Acquisition of a security entitlement from the securities intermediary;

(b) The rights and duties of the securities intermediary and entitlement holder arising out of a security entitlement;

(c) Whether the securities intermediary owes any duties to an adverse claimant to a security entitlement; and

(d) Whether an adverse claim can be asserted against a person who acquires a security entitlement from the securities intermediary or a person who purchases a security entitlement or interest therein from an entitlement holder.

(3) The local law of the jurisdiction in which a security certificate is located at the time of delivery governs whether an adverse claim can be asserted against a person to whom the security certificate is delivered.

(4) “Issuer’s jurisdiction” means the jurisdiction under which the issuer of the security is organized or, if permitted by the law of that jurisdiction, the law of another jurisdiction specified by the issuer. An issuer organized under the law of this state may specify the law of another jurisdiction as the law governing the matters specified in subsection (1)(b) to (e) of this section.

(5) The following rules determine a securities intermediary’s jurisdiction for purposes of this section:

(a) If an agreement between the securities intermediary and its entitlement holder governing the securities account expressly provides that a particular jurisdiction is the securities intermediary’s jurisdiction for purposes of ORS 78.1010 (Short title) to 78.1160 (Securities intermediary as purchaser for value) , this chapter or ORS chapter 79, that jurisdiction is the securities intermediary’s jurisdiction.

(b) If paragraph (a) of this subsection does not apply and an agreement between the securities intermediary and its entitlement holder governing the securities account expressly provides that the agreement is governed by the law of a particular jurisdiction, that jurisdiction is the securities intermediary’s jurisdiction.

(c) If neither paragraph (a) nor (b) of this subsection applies and an agreement between the securities intermediary and its entitlement holder governing the securities account expressly provides that the securities account is maintained at an office in a particular jurisdiction, that jurisdiction is the securities intermediary’s jurisdiction.

(d) If paragraphs (a) to (c) of this subsection do not apply, the securities intermediary’s jurisdiction is the jurisdiction in which the office identified in an account statement as the office serving the entitlement holder’s account is located.

(e) If paragraphs (a) to (d) of this subsection do not apply, the securities intermediary’s jurisdiction is the jurisdiction in which the chief executive office of the securities intermediary is located.

(6) A securities intermediary’s jurisdiction is not determined by the physical location of certificates representing financial assets, by the jurisdiction in which is organized the issuer of the financial asset for which an entitlement holder has a security entitlement or by the location of facilities for data processing or other record keeping concerning the account. [1995 c.328 §10; 2001 c.445 §153]

Source: Section 78.1100 — Applicability; choice of law , https://www.­oregonlegislature.­gov/bills_laws/ors/ors078.­html (accessed May 26, 2025).
ORS § 75.1170 — OR Code / Title 8 / Chapter 75 / Section 75.1170
75.1170 Subrogation of issuer, applicant and nominated person
Status: in_force

(1) An issuer that honors a beneficiary’s presentation is subrogated to the rights of the beneficiary to the same extent as if the issuer were a secondary obligor of the underlying obligation owed to the beneficiary and of the applicant to the same extent as if the issuer were the secondary obligor of the underlying obligation owed to the applicant.

(2) An applicant that reimburses an issuer is subrogated to the rights of the issuer against any beneficiary, presenter or nominated person to the same extent as if the applicant were the secondary obligor of the obligations owed to the issuer and has the rights of subrogation of the issuer to the rights of the beneficiary stated in subsection (1) of this section.

(3) A nominated person who pays or gives value against a draft or demand presented under a letter of credit is subrogated to the rights of:

(a) The issuer against the applicant to the same extent as if the nominated person were secondary obligor of the obligation owed to the issuer by the applicant;

(b) The beneficiary to the same extent as if the nominated person were a secondary obligor of the underlying obligation owed to the beneficiary; and

(c) The applicant to same extent as if the nominated person were a secondary obligor of the underlying obligation owed to the applicant.

(4) Notwithstanding any agreement or term to the contrary, the rights of subrogation stated in subsections (1) and (2) of this section do not arise until the issuer honors the letter of credit or otherwise pays. The rights in subsection (3) of this section do not arise until the nominated person pays or otherwise gives value. Until the rights in subsections (1), (2) or (3) of this section arise, the issuer, nominated person and the applicant do not derive under this section present or prospective rights forming the basis of a claim, defense or excuse. [1961 c.726 § 75.1170 (Subrogation of issuer, applicant and nominated person) ; 1997 c.150 §20]

Source: Section 75.1170 — Subrogation of issuer, applicant and nominated person , https://www.­oregonlegislature.­gov/bills_laws/ors/ors075.­html (accessed May 26, 2025).
ORS § 79.0601 — OR Code / Title 8 / Chapter 79 / Section 79.0601
79.0601 UCC 9-601. Rights after default
Status: in_force

(1) After default, a secured party has the rights provided in ORS 79.0601 (UCC 9-601. Rights after default) to 79.0628 (UCC 9-628. Nonliability and limitation on liability of secured party) and, except as otherwise provided in ORS 79.0602 (UCC 9-602. Waiver and variance of rights and duties) , those provided by agreement of the parties. A secured party:

(a) May reduce a claim to judgment, foreclose, or otherwise enforce the claim, security interest or agricultural lien by any available judicial procedure; and

(b) If the collateral is documents, may proceed either as to the documents or as to the goods they cover.

(2) A secured party in possession of collateral or control of 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) has the rights and duties provided in ORS 79.0207 (UCC 9-207. Rights and duties of secured party having possession or control of collateral) .

(3) The rights under subsections (1) and (2) of this section are cumulative and may be exercised simultaneously.

(4) Except as otherwise provided in subsection (7) of this section and ORS 79.0605 (UCC 9-605. Unknown debtor or secondary obligor) , after default, a debtor and an obligor have the rights provided in ORS 79.0601 (UCC 9-601. Rights after default) to 79.0628 (UCC 9-628. Nonliability and limitation on liability of secured party) and by agreement of the parties.

(5) If a secured party has reduced its claim to judgment, the lien of any levy that may be made upon the collateral by virtue of an execution based upon the judgment relates back to the earliest of:

(a) The date of perfection of the security interest or agricultural lien in the collateral;

(b) The date of filing a financing statement covering the collateral; or

(c) Any date specified in a statute under which the agricultural lien was created.

(6) A sale pursuant to an execution is a foreclosure of the security interest or agricultural lien by judicial procedure within the meaning of this section. A secured party may purchase at the sale and thereafter hold the collateral free of any other requirements of this chapter.

(7) Except as otherwise provided in ORS 79.0607 (UCC 9-607. Collection and enforcement by secured party) (3), ORS 79.0601 (UCC 9-601. Rights after default) to 79.0628 (UCC 9-628. Nonliability and limitation on liability of secured party) impose no duties upon a secured party that is a consignor or is a buyer of accounts, chattel paper, payment intangibles or promissory notes. [2001 c.445 §99; 2009 c.181 §102]

Source: Section 79.0601 — UCC 9-601. Rights after default; judicial enforcement; consignor or buyer of accounts, chattel paper, payment intangibles or promissory notes , https://www.­oregonlegislature.­gov/bills_laws/ors/ors079.­html (accessed May 26, 2025).
ORS § 79.0301 — OR Code / Title 8 / Chapter 79 / Section 79.0301
79.0301 UCC 9-301. Law governing perfection and priority of security interests
Status: in_force

Except as otherwise provided in ORS 79.0303 (UCC 9-303. Law governing perfection and priority of security interests in goods covered by a certificate of title) to 79.0306 (UCC 9-306. Law governing perfection and priority of security interests in letter-of-credit rights) , the following rules determine the law governing perfection, the effect of perfection or nonperfection and the priority of a security interest in collateral:

(1) Except as otherwise provided in this section, while a debtor is located in a jurisdiction, the local law of that jurisdiction governs perfection, the effect of perfection or nonperfection and the priority of a security interest in collateral.

(2) While collateral is located in a jurisdiction, the local law of that jurisdiction governs perfection, the effect of perfection or nonperfection, and the priority of a possessory security interest in that collateral.

(3) Except as otherwise provided in subsection (4) of this section, while tangible negotiable documents, goods, instruments, money or tangible chattel paper is located in a jurisdiction, the local law of that jurisdiction governs:

(a) Perfection of a security interest in the goods by filing a fixture filing;

(b) Perfection of a security interest in timber to be cut; and

(c) The effect of perfection or nonperfection and the priority of a nonpossessory security interest in the collateral.

(4) The local law of the jurisdiction in which the wellhead or minehead is located governs perfection, the effect of perfection or nonperfection and the priority of a security interest in as-extracted collateral. [2001 c.445 §21; 2009 c.181 §95]

Source: Section 79.0301 — UCC 9-301. Law governing perfection and priority of security interests , https://www.­oregonlegislature.­gov/bills_laws/ors/ors079.­html (accessed May 26, 2025).
ORS § 72a.3095 — OR Code / Title 8 / Chapter 72a / Section 72a.3095
72A.3095 Fixture filing recorded and indexed as mortgage
Status: in_force

(1) A financing statement filed as a fixture filing under ORS 72A.3090 (Lessor’s and lessee’s rights when goods become fixtures) shall be recorded and indexed as a mortgage on the real estate.

(2) ORS 79.0523 (UCC 9-523. Information from filing office) does not apply to a financing statement recorded and indexed as a mortgage under this section. [1999 c.715 §7; 2001 c.445 §145]

Source: Section 72A.3095 — Fixture filing recorded and indexed as mortgage , https://www.­oregonlegislature.­gov/bills_laws/ors/ors72A.­html (accessed May 26, 2025).
ORS § 72.6080 — OR Code / Title 8 / Chapter 72 / Section 72.6080
72.6080 Revocation of acceptance in whole or in part
Status: in_force

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

(a) On the reasonable assumption that its nonconformity would be cured and it has not been seasonably cured; or

(b) Without discovery of such nonconformity if the acceptance was reasonably induced either by the difficulty of discovery before acceptance or by the seller’s assurances.

(2) Revocation of acceptance must occur within a reasonable time after the buyer discovers or should have discovered the ground for it and before any substantial change in condition of the goods which is not caused by their own defects. It is not effective until the buyer notifies the seller of it.

(3) A buyer who so revokes has the same rights and duties with regard to the goods involved as if the buyer had rejected them. [1961 c.726 § 72.6080 (Revocation of acceptance in whole or in part) ]

Source: Section 72.6080 — Revocation of acceptance in whole or in part , https://www.­oregonlegislature.­gov/bills_laws/ors/ors072.­html (accessed May 26, 2025).
ORS § 84.028 — OR Code / Title 8 / Chapter 84 / Section 84.028
84.028 Effect of change or error
Status: in_force

If a change or error in an electronic record occurs in a transmission between parties to a transaction, the following rules apply:

(1) If the parties have agreed to use a security procedure to detect changes or errors and one party has conformed to the procedure, but the other party has not, and the nonconforming party would have detected the change or error had that party also conformed, the conforming party may avoid the effect of the changed or erroneous electronic record.

(2) In an automated transaction involving an individual, the individual may avoid the effect of an electronic record that resulted from an error made by the individual in dealing with the electronic agent of another person if the electronic agent did not provide an opportunity for the prevention or correction of the error and, at the time the individual learns of the error, the individual:

(a) Promptly notifies the other person of the error and that the individual did not intend to be bound by the electronic record received by the other person;

(b) Takes reasonable steps, including steps that conform to the other person’s reasonable instructions, to return to the other person or, if instructed by the other person, to destroy the consideration received, if any, as a result of the erroneous electronic record; and

(c) Has not used or received any benefit or value from the consideration, if any, received from the other person.

(3) If neither subsection (1) nor (2) of this section applies, the change or error has the effect provided by other law, including the law of mistake, and the parties’ contract, if any.

(4) Subsections (2) and (3) of this section may not be varied by agreement. [2001 c.535 §10]

Source: Section 84.028 — Effect of change or error , https://www.­oregonlegislature.­gov/bills_laws/ors/ors084.­html (accessed May 26, 2025).
ORS § 78.1150 — OR Code / Title 8 / Chapter 78 / Section 78.1150
78.1150 Securities intermediary and others not liable to adverse claimant
Status: in_force

A securities intermediary that has transferred a financial asset pursuant to an effective entitlement order, or a broker or other agent or bailee that has dealt with a financial asset at the direction of its customer or principal, is not liable to a person having an adverse claim to the financial asset, unless the securities intermediary, or broker or other agent or bailee:

(1) Took the action after it had been served with an injunction, restraining order or other legal process enjoining it from doing so, issued by a court of competent jurisdiction, and had a reasonable opportunity to act on the injunction, restraining order or other legal process;

(2) Acted in collusion with the wrongdoer in violating the rights of the adverse claimant; or

(3) In the case of a security certificate that has been stolen, acted with notice of the adverse claim. [1995 c.328 §15]

Source: Section 78.1150 — Securities intermediary and others not liable to adverse claimant , https://www.­oregonlegislature.­gov/bills_laws/ors/ors078.­html (accessed May 26, 2025).
ORS § 72.3280 — OR Code / Title 8 / Chapter 72 / Section 72.3280
72.3280 Sale by auction
Status: reserved

(1) In a sale by auction if goods are put up in lots each lot is the subject of a separate sale.

(2) A sale by auction is complete when the auctioneer so announces by the fall of the hammer or in other customary manner. Where a bid is made while the hammer is falling in acceptance of a prior bid the auctioneer may in the auctioneer’s discretion reopen the bidding or declare the goods sold under the bid on which the hammer was falling.

(3) Such a sale is with reserve unless the goods are in explicit terms put up without reserve. In an auction with reserve the auctioneer may withdraw the goods at any time until the auctioneer announces completion of the sale. In an auction without reserve, after the auctioneer calls for bids on an article or lot, that article or lot cannot be withdrawn unless no bid is made within a reasonable time. In either case a bidder may retract a bid until the auctioneer’s announcement of completion of the sale, but a bidder’s retraction does not revive any previous bid.

(4) If the auctioneer knowingly receives a bid on the seller’s behalf or the seller makes or procures such a bid, and notice has not been given that liberty for such bidding is reserved, the buyer may at the buyer’s option avoid the sale or take the goods at the price of the last good faith bid prior to the completion of the sale. This subsection shall not apply to any bid at a forced sale. [1961 c.726 § 72.3280 (Sale by auction) ; 1983 c.404 §4; 1985 c.822 §2]

TITLE, CREDITORS AND GOOD FAITH PURCHASERS

Source: Section 72.3280 — Sale by auction , https://www.­oregonlegislature.­gov/bills_laws/ors/ors072.­html (accessed May 26, 2025).
ORS § 72.1010 — OR Code / Title 8 / Chapter 72 / Section 72.1010
72.1010 Short title
Status: in_force

This chapter may be cited as Uniform Commercial Code–Sales. [1961 c.726 § 72.1010 (Short title) ]

Source: Section 72.1010 — Short title , https://www.­oregonlegislature.­gov/bills_laws/ors/ors072.­html (accessed May 26, 2025).
ORS § 74.4040 — OR Code / Title 8 / Chapter 74 / Section 74.4040
74.4040 Bank not obligated to pay check more than six months old
Status: in_force

A bank is under no obligation to a customer having a checking account to pay a check, other than a certified check, which is presented more than six months after its date, but it may charge its customer’s account for a payment made thereafter in good faith. [1961 c.726 § 74.4040 (Bank not obligated to pay check more than six months old) ]

Source: Section 74.4040 — Bank not obligated to pay check more than six months old , https://www.­oregonlegislature.­gov/bills_laws/ors/ors074.­html (accessed May 26, 2025).
ORS § 74.2140 — OR Code / Title 8 / Chapter 74 / Section 74.2140
74.2140 Right of charge-back or refund
Status: in_force

(1) If a collecting bank has made provisional settlement with its customer for an item and fails by reason of dishonor, suspension of payments by a bank or otherwise to receive a settlement for the item which is or becomes final, the bank may revoke the settlement given by it, charge back the amount of any credit given for the item to its customer’s account or obtain refund from its customer, whether or not it is able to return the item, if by its midnight deadline or within a longer reasonable time after it learns the facts it returns the item or sends notification of the facts. If the return or notice is delayed beyond the bank’s midnight deadline or a longer reasonable time after it learns the facts, the bank may revoke the settlement, charge back the credit or obtain refund from its customer, but it is liable for any loss resulting from the delay. The rights to revoke, charge back and obtain refund terminate if and when a settlement for the item received by the bank is or becomes final.

(2) A collecting bank returns an item when it is sent or delivered to the bank’s customer or transferor or pursuant to its instructions.

(3) A depositary bank that is also the payor may charge back the amount of an item to its customer’s account or obtain refund in accordance with the provision governing return of an item received by a payor bank for credit on its books as provided in ORS 74.3010 (Deferred posting) .

(4) The right to charge back is not affected by:

(a) Previous use of a credit given for the item; or

(b) Failure by any bank to exercise ordinary care with respect to the item, but a bank so failing remains liable.

(5) A failure to charge back or claim refund does not affect other rights of the bank against the customer or any other party.

(6) If credit is given in dollars as the equivalent of the value of an item payable in a foreign money, the dollar amount of any charge-back or refund must be calculated on the basis of the bank-offered spot rate for the foreign money prevailing on the day when the person entitled to the charge-back or refund learns that it will not receive payment in ordinary course. [1961 c.726 § 74.2140 (Right of charge-back or refund) ; 1993 c.545 §97]

Source: Section 74.2140 — Right of charge-back or refund; liability of collecting bank; return of item , https://www.­oregonlegislature.­gov/bills_laws/ors/ors074.­html (accessed May 26, 2025).
ORS § 84.019 — OR Code / Title 8 / Chapter 84 / Section 84.019
84.019 Legal recognition of electronic records, electronic signatures and electronic contracts
Status: in_force

(1) A record or signature may not be denied legal effect or enforceability solely because it is in electronic form.

(2) A contract may not be denied legal effect or enforceability solely because an electronic record was used in its formation.

(3) If a law requires a record to be in writing, an electronic record satisfies the law.

(4) If a law requires a signature, an electronic signature satisfies the law. [2001 c.535 §7]

Source: Section 84.019 — Legal recognition of electronic records, electronic signatures and electronic contracts , https://www.­oregonlegislature.­gov/bills_laws/ors/ors084.­html (accessed May 26, 2025).