Title 8, Commercial Transactions

A party to or purchaser for value in good faith of a document of title, other than a bill of lading, that relies upon the description of the goods in the document may recover from the issuer damages caused by the nonreceipt or misdescription of the goods, except to the extent tha…

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

A buyer in ordinary course of business of fungible goods sold and delivered by a warehouse that is also in the business of buying and selling such goods takes the goods free of any claim under a warehouse receipt even if the receipt is negotiable and has been duly negotiated. [19…

(1) A warehouse, by giving notice to the person on whose account the goods are held and any other person known to claim an interest in the goods, may require payment of any charges and removal of the goods from the warehouse at the termination of the period of storage fixed by th…

(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 fu…

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 ware…

(1) A warehouse has a lien against the bailor on the goods covered by a warehouse receipt or storage agreement or on the proceeds thereof in its possession for charges for storage or transportation, including demurrage and terminal charges, insurance, labor or other charges, pres…

(1) Except as otherwise provided in subsection (2) of this section, a warehouse’s lien may be enforced by public or private sale of the goods, in bulk or in packages, at any time or place and on any terms that are commercially reasonable, after notifying all persons known to clai…

(1) A consignee of a nonnegotiable bill of lading which has given value in good faith or a holder to which a negotiable bill has been duly negotiated relying upon the description of the goods in the bill or upon the date shown in the bill, may recover from the issuer damages caus…

(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 …

(1) Unless the bill of lading otherwise provides, a carrier may deliver the goods to a person or destination other than that stated in the bill or may otherwise dispose of the goods, without liability for misdelivery, on instructions from: (a) The holder of a negotiable bill; (b)…

(1) Except as customary in international transportation, a tangible bill of lading may not be issued in a set of parts. The issuer is liable for damages caused by violation of this subsection. (2) If a tangible bill of lading is lawfully issued in a set of parts, each of which co…

(1) Instead of issuing a bill of lading to the consignor at the place of shipment a carrier at the request of the consignor may procure the bill to be issued at destination or at any other place designated in the request. (2) Upon request of any person entitled as against a carri…

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]

(1) A carrier has a lien on the goods covered by a bill of lading or on the proceeds thereof in the carrier’s possession for charges after the date of the carrier’s receipt of the goods for storage or transportation, including demurrage and terminal charges, and for expenses nece…

(1) A carrier’s lien on goods may be enforced by public or private sale of the goods, in bulk or in packages, at any time or place and on any terms that are commercially reasonable, after notifying all persons known to claim an interest in the goods. The notification must include…

(1) A carrier that issues a bill of lading, whether negotiable or nonnegotiable, shall exercise the degree of care in relation to the goods which a reasonably careful person would exercise under similar circumstances. This subsection does not affect any statute, regulation or rul…

The obligations imposed by this chapter on an issuer apply to a document of title even if: (1) The document does not comply with the requirements of this chapter or of any other statute, rule or regulation regarding its issuance, form or content; (2) The issuer violated laws regu…

A duplicate or any other document of title purporting to cover goods already represented by an outstanding document of the same issuer does not confer any right in the goods, except as provided in the case of tangible bills of lading in a set of parts, overissue of documents for …

(1) A bailee shall deliver the goods to a person entitled under a document of title if the person complies with subsections (2) and (3) of this section unless and to the extent that the bailee establishes any of the following: (a) Delivery of the goods to a person whose receipt w…

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 auth…

(1) The following rules apply to a negotiable tangible document of title: (a) If the document’s original terms run to the order of a named person, the document is negotiated by the named person’s indorsement and delivery. After the named person’s indorsement in blank or to bearer…

(1) Subject to ORS 77.2050 and 77.5030, a holder to which a negotiable document of title has been duly negotiated acquires thereby: (a) Title to the document; (b) Title to the goods; (c) All rights accruing under the law of agency or estoppel, including rights to goods delivered …

(1) A document of title confers no right in goods against a person that before issuance of the document had a legal interest or a perfected security interest in the goods and that did not: (a) Deliver or entrust the goods or any document of title covering the goods to the bailor …

(1) A transferee of a document of title, whether negotiable or nonnegotiable, to which the document has been delivered but not duly negotiated, acquires the title and rights that the document’s transferor had or had actual authority to convey. (2) In the case of a transfer of a n…

The indorsement of a tangible document of title issued by a bailee does not make the indorser liable for any default by the bailee or by previous indorsers. [1961 c.726 §77.5050; 2009 c.181 §81]

The transferee of a negotiable tangible document of title has a specifically enforceable right to have the document’s transferor supply any necessary indorsement, but the transfer becomes a negotiation only as of the time the indorsement is supplied. [1961 c.726 §77.5060; 2009 c.…

If a person negotiates or delivers a document of title for value, otherwise than as a mere intermediary under ORS 77.5080, unless otherwise agreed, the transferor, in addition to any warranty made in selling or leasing the goods, warrants to the immediate purchaser only that: (1)…

A collecting bank or other intermediary known to be entrusted with documents of title on behalf of another or with collection of a draft or other claim against delivery of documents warrants by the delivery of the documents only its own good faith and authority even if the collec…

Whether a document of title is adequate to fulfill the obligations of a contract for sale, a contract for lease or the conditions of a letter of credit is determined by ORS chapter 72, 72A or 75. [1961 c.726 §77.5090; 2009 c.181 §85] WAREHOUSE RECEIPTS AND BILLS OF LADING: MISCEL…

(1) If a document of title is lost, stolen or destroyed, a court may order delivery of the goods or issuance of a substitute document and the bailee may without liability to any person comply with the order. If the document was negotiable, a court may not order delivery of the go…

Unless a document of title was originally issued upon delivery of the goods by a person that did not have power to dispose of them, a lien does not attach by virtue of any judicial process to goods in the possession of a bailee for which a negotiable document of title is outstand…

If more than one person claims title to or possession of the goods, the bailee is excused from delivery until the bailee has a reasonable time to ascertain the validity of the adverse claims or to commence an action for interpleader. The bailee may assert an interpleader either i…

This chapter may be cited as Uniform Commercial Code–Investment Securities. [1961 c.726 §78.1010; 1985 c.676 §78.1010; 1995 c.328 §1]

(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 ap…

(1) A share or similar equity interest issued by a corporation, business trust, joint stock company or similar entity is a security. (2) An “investment company security” is a security. “Investment company security” means a share or similar equity interest issued by an entity that…

(1) A person acquires a security or an interest therein under this chapter if: (a) The person is a purchaser to whom a security is delivered pursuant to ORS 78.3010; or (b) The person acquires a security entitlement to the security pursuant to ORS 78.5010. (2) A person acquires a…

(1) A person has notice of an adverse claim if: (a) The person knows of the adverse claim; (b) The person is aware of facts sufficient to indicate that there is a significant probability that the adverse claim exists and deliberately avoids information that would establish the ex…

(1) A purchaser has control of a certificated security in bearer form if the certificated security is delivered to the purchaser. (2) A purchaser has control of a certificated security in registered form if the certificated security is delivered to the purchaser, and: (a) The cer…

(1) “Appropriate person” means: (a) With respect to an indorsement, the person specified by a security certificate or by an effective special indorsement to be entitled to the security; (b) With respect to an instruction, the registered owner of an uncertificated security; (c) Wi…

(1) A person that transfers a certificated security to a purchaser for value warrants to the purchaser, and an indorser, if the transfer is by indorsement, warrants to any subsequent purchaser, that: (a) The certificate is genuine and has not been materially altered; (b) The tran…

(1) A person who originates an entitlement order to a securities intermediary warrants to the securities intermediary that: (a) The entitlement order is made by an appropriate person, or if the entitlement order is by an agent, the agent has actual authority to act on behalf of t…

(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…

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…

(1) The interest of a debtor in a certificated security may be reached by a creditor only by actual seizure of the security certificate by the officer making the attachment or levy, except as otherwise provided in subsection (4) of this section. However, a certificated security f…

A contract or modification of a contract for the sale or purchase of a security is enforceable whether or not there is a writing signed or record authenticated by a party against whom enforcement is sought, even if the contract or modification is not capable of performance within…

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 …

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…

A securities intermediary that receives a financial asset and establishes a security entitlement to the financial asset in favor of an entitlement holder is a purchaser for value of the financial asset. A securities intermediary that acquires a security entitlement to a financial…

(1) With respect to an obligation on or a defense to a security, an “issuer” includes a person that: (a) Places or authorizes the placing of its name on a security certificate, other than as authenticating trustee, registrar, transfer agent or the like, to evidence a share, parti…