Chapter 72A — Chapter 72A

ORS 72A.1010 Short title. This chapter may be cited as the Uniform Commercial Code–Leases. [1989 c.676 §1; 1995 c.79 §21]

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ORS 72A.1020 Scope. (1) This chapter applies to any transaction, regardless of form, that creates a lease and, in the case of a hybrid lease as defined in ORS 72A.1030, it applies to the extent provided in subsection (2) of this section

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ORS 72A.1030 Definitions and index of definitions. (1) As used in this chapter, unless the context otherwise requires

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ORS 72A.1040 Leases subject to other statutes. (1) A lease, although subject to this chapter, is also subject to any applicable

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ORS 72A.1050 Territorial application of act to goods covered by certificate of title. Subject to the provisions of ORS 72A.3040 and 72A.3050, with respect to goods covered by a certificate of title issued under a statute of this state or of another jurisdiction, compliance and the effect of compliance or noncompliance with a certificate of title statute are governed by the law, including the conflict of laws rules, of the jurisdiction issuing the certificate until the earlier of

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ORS 72A.1060 Limitation on power of parties to consumer lease to choose applicable law and judicial forum. (1) If the law chosen by the parties to a consumer lease is that of a jurisdiction other than a jurisdiction in which the lessee or lessor resides at the time the lease agreement becomes enforceable or within 30 days thereafter or in which the goods are to be used, the choice is not enforceable

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ORS 72A.1070 Waiver or renunciation of claim or right after default. 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 waiver or renunciation in a signed record delivered by the aggrieved party. [1989 c.676 §7; 2025 c.33 §16]

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ORS 72A.1080 Unconscionability. (1) If the court as a matter of law finds a lease contract or any clause of a lease contract to have been unconscionable at the time it was made the court may refuse to enforce the lease contract, or it may enforce the remainder of the lease contract without the unconscionable clause, or it may so limit the application of any unconscionable clause as to avoid any unconscionable result

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ORS 72A.1090 Option to accelerate at will. A term providing that one party or the party’s successor in interest may accelerate payment or performance or require collateral or additional collateral “at will” or “when the party purports to be insecure” or in words of similar import must be construed to mean that the party has power to do so only if the party in good faith believes that the prospect of payment or performance is impaired. [1989 c.676 §9]

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ORS 72A.1095 Subordination by agreement. Nothing in this chapter prevents subordination by agreement by any person entitled to priority. [1993 c.646 §22]

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ORS 72A.2010 Statute of frauds. (1) A lease contract is not enforceable by way of action or defense unless

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ORS 72A.2020 Final expression; parol or extrinsic evidence. Terms with respect to which the confirmatory memoranda of the parties agree or which are otherwise set forth in a record 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

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ORS 72A.2030 Seals inoperative. The affixing of a seal to a record evidencing a lease contract or an offer to enter into a lease contract does not render the record a sealed instrument and the law with respect to sealed instruments does not apply to the lease contract or offer. [1989 c.676 §12; 2025 c.33 §19]

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ORS 72A.2040 Formation in general. (1) A lease contract may be made in any manner sufficient to show agreement, including conduct by both parties which recognizes the existence of a lease contract

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ORS 72A.2050 Firm offers. An offer by a merchant to lease goods to or from another person in a signed record that by its terms gives assurance 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 the period of irrevocability exceed three months. Any such term of assurance on a form supplied by the offeree must be separately signed by the offeror. [1989 c.676 §14; 2025 c.33 §20]

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ORS 72A.2060 Offer and acceptance in formation of lease contract. (1) Unless otherwise unambiguously indicated by the language or circumstances, an offer to make a lease contract must be construed as inviting acceptance in any manner and by any medium reasonable in the circumstances

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ORS 72A.2070 [1989 c.676 §16; repealed by 2009 c.181 §116]

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ORS 72A.2080 Modification, rescission and waiver. (1) An agreement modifying a lease contract needs no consideration to be binding

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ORS 72A.2090 Lessee under finance lease as beneficiary of supply contract. (1) The benefit of a supplier’s promises to the lessor under the supply contract and of all warranties, whether express or implied, including those of any third party provided in connection with or as part of the supply contract, extends to the lessee to the extent of the lessee’s leasehold interest under a finance lease related to the supply contract, but is subject to the terms of the warranty and of the supply contract and all defenses or claims arising therefrom

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ORS 72A.2100 Express warranties. (1) Express warranties by the lessor are created as follows

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ORS 72A.2110 Warranties against interference and against infringement; lessee’s obligation against infringement. (1) There is in a lease contract a warranty that for the lease term no person holds a claim to or interest in the goods that arose from an act or omission of the lessor, other than a claim by way of infringement or the like, which will interfere with the lessee’s enjoyment of its leasehold interest

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ORS 72A.2120 Implied warranty of merchantability. (1) Except in a finance lease, a warranty that the goods will be merchantable is implied in a lease contract if the lessor is a merchant with respect to goods of that kind

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ORS 72A.2130 Implied warranty of fitness for particular purpose. 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]

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ORS 72A.2140 Exclusion or modification of warranties. (1) Words or conduct relevant to the creation of an express warranty and words or conduct tending to negate or limit a warranty must be construed wherever reasonable as consistent with each other; but, subject to the provisions of ORS 72A.2020 on parol or extrinsic evidence, negation or limitation is inoperative to the extent that the construction is unreasonable

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ORS 72A.2150 Cumulation and conflict of warranties express or implied. 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

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ORS 72A.2160 Third-party beneficiaries of express and implied warranties. A warranty to or for the benefit of a lessee under this chapter, whether express or implied, extends to any natural person who is in the family or household of the lessee or who is a guest in the lessee’s home if it is reasonable to expect that such person may use, consume or be affected by the goods and who is injured in person by breach of the warranty. This section does not displace principles of law and equity that extend a warranty to or for the benefit of a lessee to other persons. The operation of this section may not be excluded, modified or limited, but an exclusion, modification or limitation of the warranty, including any with respect to rights and remedies, effective against the lessee is also effective against any beneficiary designated under this section. [1989 c.676 §25]

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ORS 72A.2170 Identification. Identification of goods as goods to which a lease contract refers may be made at any time and in any manner explicitly agreed to by the parties. In the absence of explicit agreement, identification occurs

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ORS 72A.2180 Insurance and proceeds. (1) A lessee obtains an insurable interest when existing goods are identified to the lease contract even though the goods identified are nonconforming and the lessee has an option to reject them

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ORS 72A.2190 Risk of loss. (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

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ORS 72A.2200 Effect of default on risk of loss. (1) Where risk of loss is to pass to the lessee and the time of passage is not stated

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ORS 72A.2210 Casualty to identified goods. If a lease contract requires goods identified when the lease contract is made, and the goods suffer casualty without fault of the lessee, the lessor or the supplier before delivery, or the goods suffer casualty before risk of loss passes to the lessee pursuant to the lease agreement or ORS 72A.2190, then

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ORS 72A.3010 Enforceability of lease contract. 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]

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ORS 72A.3020 Title to and possession of goods. Except as otherwise provided in this chapter, each provision of this chapter applies whether the lessor or a third party has title to the goods, and whether the lessor, the lessee or a third party has possession of the goods, notwithstanding any statute or rule of law that possession or the absence of possession is fraudulent. [1989 c.676 §32]

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ORS 72A.3030 Alienability of party’s interest under lease contract or of lessor’s residual interest in goods; delegation of performance; transfer of rights. (1) As used in this section, “creation of a security interest” includes the sale of a lease contract that is subject to ORS 79A.1090 (1)(c)

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ORS 72A.3040 Subsequent lease of goods by lessor. (1) Subject to ORS 72A.3030, 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 (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

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ORS 72A.3050 Sale or sublease of goods by lessee. (1) Subject to the provisions of ORS 72A.3030, a buyer or sublessee from the lessee of goods under an existing lease contract obtains, to the extent of the interest transferred, the leasehold interest in the goods that the lessee had or had power to transfer, and except as provided in subsection (2) of this section and ORS 72A.5110 (4), takes subject to the existing lease contract. A lessee with a voidable leasehold interest has power to transfer a good leasehold interest to a good faith buyer for value or a good faith sublessee for value, but only to the extent set forth in the preceding sentence. When goods have been delivered under a transaction of lease the lessee has that power even though

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ORS 72A.3060 Priority of certain liens arising by operation of law. If a person in the ordinary course of the person’s business furnishes services or materials with respect to goods subject to a lease contract, a lien upon those goods in the possession of that person given by statute or rule of law for those materials or services takes priority over any interest of the lessor or lessee under the lease contract or this chapter unless the lien is created by statute and the statute provides otherwise or unless the lien is created by rule of law and the rule of law provides otherwise. [1989 c.676 §36]

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ORS 72A.3070 Priority of liens arising by attachment or levy on goods; priority of certain security interests in goods. (1) Except as otherwise provided in ORS 72A.3060, a creditor of a lessee takes subject to the lease contract

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ORS 72A.3080 Special rights of creditors. (1) A creditor of a lessor in possession of goods subject to a lease contract may treat the lease contract as void if as against the creditor retention of possession by the lessor is fraudulent under any statute or rule of law, but retention of possession in good faith and current course of trade by the lessor for a commercially reasonable time after the lease contract becomes enforceable is not fraudulent

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ORS 72A.3090 Lessor’s and lessee’s rights when goods become fixtures. (1) As used in this section

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ORS 72A.3095 Fixture filing recorded and indexed as mortgage. (1) A financing statement filed as a fixture filing under ORS 72A.3090 shall be recorded and indexed as a mortgage on the real estate

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ORS 72A.3100 Lessor’s and lessee’s rights when goods become accessions. (1) Goods are “accessions” when they are installed in or affixed to other goods

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ORS 72A.4010 Insecurity; adequate assurance of performance. (1) A lease contract imposes an obligation on each party that the other’s expectation of receiving due performance will not be impaired

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ORS 72A.4020 Anticipatory repudiation. If either party repudiates a lease contract with respect to a performance not yet due under the lease contract, the loss of which performance will substantially impair the value of the lease contract to the other, the aggrieved party may

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ORS 72A.4030 Retraction of anticipatory repudiation. (1) Until the repudiating party’s next performance is due, the repudiating party can retract the repudiation unless, since the repudiation, the aggrieved party has canceled the lease contract or materially changed the aggrieved party’s position or otherwise indicated that the aggrieved party considers the repudiation final

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ORS 72A.4040 Substituted performance. (1) If without fault of the lessee, the lessor and the supplier, the agreed berthing, loading or unloading facilities fail or the agreed type of carrier becomes unavailable or the agreed manner of delivery otherwise becomes commercially impracticable, but a commercially reasonable substitute is available, the substitute performance must be tendered and accepted

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ORS 72A.4050 Excused performance. Subject to ORS 72A.4040 on substituted performance, the following rules apply

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ORS 72A.4060 Procedure on excused performance. (1) If the lessee receives notification of a material or indefinite delay or an allocation justified under ORS 72A.4050, the lessee may by written notification to the lessor as to any goods involved, and with respect to all of the goods if under an installment lease contract the value of the whole lease contract is substantially impaired as provided under ORS 72A.5100

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ORS 72A.4070 Irrevocable promises; finance leases. (1) In the case of a finance lease that is not a consumer lease the lessee’s promises under the lease contract become irrevocable and independent upon the lessee’s acceptance of the goods

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ORS 72A.5010 Default; procedure. (1) Whether the lessor or the lessee is in default under a lease contract is determined by the lease agreement and this chapter

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