Title 8, Commercial Transactions

The existence of a security interest, agricultural lien, or authority given to a debtor to dispose of or use collateral, without more, does not subject a secured party to liability in contract or tort for the debtor’s acts or omissions. [Formerly 79.0402]

(1) As used in this section, “value” has the meaning provided in ORS 73.0303 (1). (2) Except as otherwise provided in this section, an agreement between an account debtor and an assignor not to assert against an assignee any claim or defense that the account debtor may have again…

(1) Unless an account debtor has made an enforceable agreement not to assert defenses or claims and subject to subsections (2) to (5) of this section, the rights of an assignee are subject to: (a) All terms of the agreement between the account debtor and assignor and any defense …

(1) A modification of or substitution for an assigned contract is effective against an assignee if made in good faith. The assignee acquires corresponding rights under the modified or substituted contract. The assignment may provide that the modification or substitution is a brea…

(1) Subject to subsections (2) to (9) and (11) of this section, an account debtor on an account, chattel paper or a payment intangible may discharge its obligation by paying the assignor until, but not after, the account debtor receives a notification, signed by the assignor or t…

(1) Except as otherwise provided in subsection (2) of this section, a term in a lease agreement is ineffective to the extent that it: (a) Prohibits, restricts or requires the consent of a party to the lease to the assignment or transfer of, or the creation, attachment, perfection…

(1) Except as otherwise provided in subsection (2) of this section, a term in a promissory note or in an agreement between an account debtor and a debtor which relates to a health-care-insurance receivable or a general intangible, including a contract, permit, license or franchis…

(1) A term in a letter of credit or a rule of law, statute, regulation, custom or practice applicable to the letter of credit which prohibits, restricts or requires the consent of an applicant, issuer or nominated person to a beneficiary’s assignment of or creation of a security …

(1) Except as otherwise provided in subsection (2) of this section, if the local law of this state governs perfection of a security interest or agricultural lien, the office in which to file a financing statement to perfect the security interest or agricultural lien is: (a) The o…

(1) Subject to subsection (2) of this section, a financing statement is sufficient only if it: (a) Provides the name of the debtor; (b) Provides the name of the secured party or a representative of the secured party; and (c) Indicates the collateral covered by the financing state…

(1) A financing statement sufficiently provides the name of the debtor: (a) Except as otherwise provided in paragraph (c) of this subsection, if the debtor is a registered organization or the collateral is held in a trust that is a registered organization, only if the financing s…

A financing statement sufficiently indicates the collateral that it covers if the financing statement provides: (1) A description of the collateral pursuant to ORS 79A.1080; or (2) An indication that the financing statement covers all assets or all personal property. [Formerly 79…

(1) A consignor, lessor or other bailor of goods, a licensor or a buyer of a payment intangible or promissory note may file a financing statement, or may comply with a statute or treaty described in ORS 79A.3110 (1), using the terms “consignor,” “consignee,” “lessor,” “lessee,” “…

(1) A financing statement substantially satisfying the requirements of ORS 79A.5010 to 79A.5280 is effective, even if it has minor errors or omissions, unless the errors or omissions make the financing statement seriously misleading. (2) Except as otherwise provided in subsection…

(1) A filed financing statement remains effective with respect to collateral that is sold, exchanged, leased, licensed or otherwise disposed of and in which a security interest or agricultural lien continues, even if the secured party knows of or consents to the disposition. (2) …

(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 …

(1) A person may file an initial financing statement, amendment that adds collateral covered by a financing statement, or amendment that adds a debtor to a financing statement only if: (a) The debtor authorizes the filing in a signed record or pursuant to subsection (2) or (3) of…

(1) A filed record is effective only to the extent that it was filed by a person that may file it under ORS 79A.5090. (2) A record authorized by one secured party of record does not affect the financing statement with respect to another secured party of record. (3) A continuation…

(1) A secured party of record with respect to a financing statement is a person whose name is provided as the name of the secured party or a representative of the secured party in an initial financing statement that has been filed. If an initial financing statement is filed under…

(1) Subject to ORS 79A.5090, 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…

(1) A secured party shall cause the secured party of record for a financing statement to file a termination statement for the financing statement if the financing statement covers consumer goods and: (a) There is no obligation secured by the collateral covered by the financing st…

(1) Except as otherwise provided in subsection (3) of this section, an initial financing statement may reflect an assignment of all of the secured party’s power to authorize an amendment to the financing statement by providing the name and mailing address of the assignee as the n…

(1) Except as otherwise provided in subsections (2), (5), (6) and (7) of this section, a filed financing statement is effective for a period of five years after the date of filing. (2) Except as otherwise provided in subsections (5), (6) and (7) of this section, an initial financ…

(1) Except as otherwise provided in subsection (2) of this section, communication of a record to and receipt by a filing office and tender of the filing fee or acceptance of the record by the filing office constitutes filing. (2) Filing does not occur with respect to a record tha…

The failure of the filing office to index a record correctly does not affect the effectiveness of the filed record. [Formerly 79.0517]

(1) A person may file in the filing office an information statement with respect to a record indexed there under the person’s name if the person believes that the record is inaccurate or was wrongfully filed. (2) An information statement under subsection (1) of this section must:…

(1) For each record filed in a filing office, the filing office shall: (a) Assign a unique number to the filed record; (b) Create a record that bears the number assigned to the filed record and the date and time of filing; (c) Maintain the filed record for public inspection; and …

(1) A filing office shall refuse to accept a record for filing for a reason set forth in ORS 79A.5160 (2) and may refuse to accept a record for filing only for a reason set forth in ORS 79A.5160 (2). (2)(a) If a filing office refuses to accept a record for filing, it shall commun…

A filing office that accepts written records may not refuse to accept a written initial financing statement, addendum or amendment in the form and format set forth in the final official text of the 2010 revisions to Article 9 of the Uniform Commercial Code promulgated by The Amer…

(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 79A.5150 with respect to all secured parties of record. The record must be retrie…

(1) If a person that files a written record requests an acknowledgment of the filing, the filing office shall send an image of the record showing the number assigned to the record pursuant to ORS 79A.5190 (1)(a) and the date and time of the filing of the record to the person indi…

Delay by the filing office beyond a time limit prescribed by ORS 79A.5010 to 79A.5280 is excused if: (1) The delay is caused by interruption of communication or computer facilities, war, emergency conditions, failure of equipment or other circumstances beyond control of the filin…

(1) Except as otherwise provided in subsection (4) of this section, the nonrefundable fee for filing and indexing a record under ORS 79A.5010 to 79A.5280 may not exceed $15. (2) The number of names required to be indexed does not affect the amount of the fee in subsection (1) of …

(1) The Secretary of State shall adopt and publish rules applicable to its filing procedures, processes and operations to implement this chapter. The filing-office rules must be: (a) Consistent with this chapter; and (b) Adopted and published in accordance with ORS chapter 183. (…

The Secretary of State shall report to the Legislative Assembly on or before January 15 of each odd-numbered year regarding the operation of the filing office. The report must contain a statement of the extent to which the filing-office rules are not in harmony with the most rece…

Except as provided in ORS 30.260 to 30.300, the Secretary of State and the secretary’s officers and employees shall not be liable to debtors, secured parties or any other person in administering this chapter or ORS 81.230 to 81.263. [Formerly 79.0528] DEFAULT (Default and Enforce…

(1) After default, a secured party has the rights provided in ORS 79A.6010 to 79A.6280 and, except as otherwise provided in ORS 79A.6020, those provided by agreement of the parties. A secured party: (a) May reduce a claim to judgment, foreclose, or otherwise enforce the claim, se…

Except as otherwise provided in ORS 79A.6240, to the extent that they give rights to a debtor or obligor and impose duties on a secured party, the debtor or obligor may not waive or vary the rules stated in the following listed sections: (1) ORS 79A.2070 (2)(d)(C), which deals wi…

(1) The parties may determine by agreement the standards measuring the fulfillment of the rights of a debtor or obligor and the duties of a secured party under a rule stated in ORS 79A.6020 if the standards are not manifestly unreasonable. (2) Subsection (1) of this section does …

(1) If a security agreement covers both personal and real property, a secured party may proceed: (a) Under ORS 79A.6010 to 79A.6280 as to the personal property without prejudicing any rights with respect to the real property; or (b) As to both the personal property and the real p…

(1) Except as provided in subsection (2) of this section, a secured party does not owe a duty based on its status as secured party: (a) To a person that is a debtor or obligor, unless the secured party knows: (A) That the person is a debtor or obligor; (B) The identity of the per…

For purposes of ORS 79A.6010 to 79A.6280, a default occurs in connection with an agricultural lien at the time the secured party becomes entitled to enforce the lien in accordance with the statute under which it was created. [Formerly 79.0606]

(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 p…

(1) If a security interest or agricultural lien secures payment or performance of an obligation, the following rules apply: (a) A secured party shall apply or pay over for application the cash proceeds of collection or enforcement under ORS 79A.6070 in the following order to: (A)…

(1) After default, a secured party: (a) May take possession of the collateral; and (b) Without removal, may render equipment unusable and dispose of collateral on a debtor’s premises under ORS 79A.6100. (2) A secured party may proceed under subsection (1) of this section: (a) Pur…

(1) After default, a secured party may sell, lease, license or otherwise dispose of any or all of the collateral in its present condition or following any commercially reasonable preparation or processing. (2) Every aspect of a disposition of collateral, including the method, man…