Title 8, Commercial Transactions

(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, …

After an act or event, other than a call that has been revoked, creating a right to immediate performance of the principal obligation represented by a certificated security or setting a date on or after which the security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 exchan…

A restriction on transfer of a security imposed by the issuer, even if otherwise lawful, is ineffective against a person without knowledge of the restriction unless: (1) The security is certificated and the restriction is noted conspicuously on the security certificate; or (2) Th…

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

(1) If a security certificate contains the signatures necessary to its issue or transfer but is incomplete in any other respect: (a) Any person may complete it by filling in the blanks as authorized; and (b) Even if the blanks are incorrectly filled in, the security certificate a…

(1) Before due presentment for registration of transfer of a certificated security in registered form or of an instruction requesting registration of transfer of an uncertificated security, the issuer or indenture trustee may treat the registered owner as the person exclusively e…

(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 p…

A lien in favor of an issuer upon a certificated security is valid against a purchaser only if the right of the issuer to the lien is noted conspicuously on the security certificate. [1995 c.328 §25]

(1) In this section, “overissue” means the issue of securities in excess of the amount the issuer has corporate power to issue, but an overissue does not occur if appropriate action has cured the overissue. (2) Except as otherwise provided in subsections (3) and (4) of this secti…

(1) Delivery of a certificated security to a purchaser occurs when: (a) The purchaser acquires possession of the security certificate; (b) Another person, other than a securities intermediary, either acquires possession of the security certificate on behalf of the purchaser or, h…

(1) Except as otherwise provided in subsections (2) and (3) of this section, a purchaser of a certificated or uncertificated security acquires all rights in the security that the transferor had or had power to transfer. (2) A purchaser of a limited interest acquires rights only t…

(1) “Protected purchaser” means a purchaser of a certificated or uncertificated security, or of an interest therein, who: (a) Gives value; (b) Does not have notice of any adverse claim to the security; and (c) Obtains control of the certificated or uncertificated security. (2) A …

(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…

(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 ini…

(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…

Unless otherwise agreed, the transferor of a security on due demand shall supply the purchaser with proof of authority to transfer or with any other requisite necessary to obtain registration of the transfer of the security, but if the transfer is not for value, a transferor need…

(1) If a certificated security in registered form is presented to an issuer with a request to register transfer or an instruction is presented to an issuer with a request to register transfer of an uncertificated security, the issuer shall register the transfer as requested if: (…

(1) An issuer may require the following assurance that each necessary indorsement or each instruction is genuine and authorized: (a) In all cases, a guaranty of the signature of the person making an indorsement or originating an instruction including, in the case of an instructio…

(1) A person who is an appropriate person to make an indorsement or originate an instruction may demand that the issuer not register transfer of a security by communicating to the issuer a notification that identifies the registered owner and the issue of which the security is a …

(1) Except as otherwise provided in ORS 78.4060, an issuer is liable for wrongful registration of transfer if the issuer has registered a transfer of a security to a person not entitled to it and the transfer was registered: (a) Pursuant to an ineffective indorsement or instructi…

(1) If an owner of a certificated security, whether in registered or bearer form, claims that the certificate has been lost, destroyed or wrongfully taken, the issuer shall issue a new certificate if the owner: (a) So requests before the issuer has notice that the certificate has…

If a security certificate has been lost, apparently destroyed or wrongfully taken, and the owner fails to notify the issuer of that fact within a reasonable time after the owner has notice of it and the issuer registers a transfer of the security before receiving notification, th…

A person acting as authenticating trustee, transfer agent, registrar or other agent for an issuer in the registration of a transfer of the issuer’s securities, in the issue of new security certificates or uncertificated securities or in the cancellation of surrendered security ce…

(1) “Securities account” means an account to which a financial asset is or may be credited in accordance with an agreement under which the person maintaining the account undertakes to treat the person for whom the account is maintained as entitled to exercise the rights that comp…

An action based on an adverse claim to a financial asset, whether framed in conversion, replevin, constructive trust, equitable lien or other theory, may not be asserted against a person who acquires a security entitlement under ORS 78.5010 for value and without notice of the adv…

(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 holde…

(1) A securities intermediary shall promptly obtain and thereafter maintain a financial asset in a quantity corresponding to the aggregate of all security entitlements it has established in favor of its entitlement holders with respect to that financial asset. The securities inte…

(1) A securities intermediary shall take action to obtain a payment or distribution made by the issuer of a financial asset. A securities intermediary satisfies the duty if: (a) The securities intermediary acts with respect to the duty as agreed upon by the entitlement holder and…

A securities intermediary shall exercise rights with respect to a financial asset if directed to do so by an entitlement holder. A securities intermediary satisfies the duty if: (1) The securities intermediary acts with respect to the duty as agreed upon by the entitlement holder…

(1) A securities intermediary shall comply with an entitlement order if the entitlement order is originated by the appropriate person, the securities intermediary has had reasonable opportunity to assure itself that the entitlement order is genuine and authorized and the securiti…

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 ent…

(1) If the substance of a duty imposed upon a securities intermediary by ORS 78.5040, 78.5050, 78.5060, 78.5070 and 78.5080 is the subject of other statute, regulation or rule, compliance with that statute, regulation or rule satisfies the duty. (2) To the extent that specific st…

(1) In a case not covered by the priority rules in ORS chapter 79A 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 o…

(1) Except as otherwise provided in subsections (2) and (3) of this section if a securities intermediary does not have sufficient interests in a particular financial asset to satisfy both its obligations to entitlement holders who have security entitlements to that financial asse…

This chapter may be cited as Uniform Commercial Code–Secured Transactions. [Formerly 79.0101]

(1) As used in this chapter: (a) “Accession” means goods that are physically united with other goods in such a manner that the identity of the original goods is not lost. (b) “Account,” except as used in “account for,” “account statement,” “account to,” “commodity account,” as de…

(1) As used in this section: (a) “Purchase-money collateral” means goods or software that secures a purchase-money obligation incurred with respect to that collateral; and (b) “Purchase-money obligation” means an obligation of an obligor incurred as all or part of the price of th…

(1) A secured party has control of a deposit account if: (a) The secured party is the bank with which the deposit account is maintained; (b) The debtor, secured party and bank have agreed in a signed record that the bank will comply with instructions originated by the secured par…

(1) A purchaser has control of an authoritative electronic copy of a record evidencing chattel paper if a system employed for evidencing the assignment of interests in the chattel paper reliably establishes the purchaser as the person to which the authoritative electronic copy wa…

(1) A person has control of electronic money if: (a) The electronic money, a record attached to or logically associated with the electronic money, or a system in which the electronic money is recorded gives the person: (A) Power to avail itself of substantially all the benefit fr…

(1) A person has control of a certificated security, uncertificated security or security entitlement as provided in ORS 78.1060. (2) A secured party has control of a commodity contract if: (a) The secured party is the commodity intermediary with which the commodity contract is ca…

A secured party has control of a letter-of-credit right to the extent of any right to payment or performance by the issuer or any nominated person if the issuer or nominated person has consented to an assignment of proceeds of the letter of credit under ORS 75.1140 (3) or otherwi…

(1) A secured party has control of a controllable electronic record as provided in ORS 80.1050. (2) A secured party has control of a controllable account or controllable payment intangible if the secured party has control of the controllable electronic record that evidences the c…

(1) A person that has control under ORS 79A.1040, 79A.1050 or 79A.1053 is not required to acknowledge that it has control on behalf of another person. (2) If a person acknowledges that it has or will obtain control on behalf of another person, unless the person otherwise agrees o…

(1) Except as otherwise provided in subsections (3), (4) and (5) of this section, a description of personal or real property is sufficient, whether or not it is specific, if it reasonably identifies what is described. (2) Except as otherwise provided in subsection (4) of this sec…

(1) Except as otherwise provided in subsections (3) and (4) of this section, this chapter applies to: (a) A transaction, regardless of its form, that creates a security interest in personal property or fixtures by contract; (b) An agricultural lien; (c) A sale of accounts, chatte…

A security interest arising under ORS 72.4010, 72.5050, 72.7110 (3) or 72A.5080 (5) is subject to this chapter. However, until the debtor obtains possession of the goods: (1) The security interest is enforceable, even if ORS 79A.2030 (2)(c) has not been satisfied; (2) Filing is n…

(1) Except as otherwise provided in the Uniform Commercial Code, a security agreement is effective according to its terms between the parties, against purchasers of the collateral, and against creditors. (2) A transaction subject to this chapter is subject to any applicable rule …

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

(1) Except as otherwise provided in subsections (3) to (9) of this section, a security interest attaches to collateral when it becomes enforceable against the debtor with respect to the collateral, unless an agreement expressly postpones the time of attachment. (2) Except as othe…