Chapter 71 — General Provisions for Uniform Commercial Code

71.1010 Short titles

This chapter and ORS chapters 72, 72A, 73, 74, 74A, 75, 77, 78 and 79A and ORS 80.1010 to 80.1070 may be cited as the Uniform Commercial Code. This chapter may be cited as Uniform Commercial Code–General Provisions.

71.1020 Scope of chapter

This chapter applies to a transaction to the extent that the transaction is governed by ORS chapter 72, 72A, 73, 74, 74A, 75, 77, 78 or 79A.

71.1030 Construction to promote purposes and policies; applicability of supplemental principles of law

The Uniform Commercial Code must be liberally construed and applied to promote its underlying purposes and policies, which are: To simplify, clarify and modernize the law governing commercial transactions; To permit the continued expansion of commercial practices through custom, usage and agreement of the parties; and To make uniform the law among the var…

71.1040 Construction against implied repeal

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being a general law intended as a unified coverage of its subject matter, no part of it shall be deemed to be impliedly repealed by subsequent legislation if such construction can reasonably be avoided.

71.1050 Severability

If any provision or clause of the Uniform Commercial Code or application to any person or circumstance is held invalid, the invalidity does not affect other provisions or applications of the Uniform Commercial Code that can be given effect without the invalid provision or application, and to this end the provisions of the Uniform Commercial Code are severabl…

71.1060 Use of singular and plural; gender

In the Uniform Commercial Code, unless the statutory context otherwise requires: Words in the singular number include the plural, and those in the plural include the singular; and Words of any gender also refer to any other gender.

71.1070 Captions

The unit and section captions, though set forth in the Uniform Commercial Code, are not part of the statutory law of Oregon.

71.1080 Relation to Electronic Signatures in Global and National Commerce Act

This chapter modifies, limits and supersedes the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. 7001 et seq., except that nothing in this chapter modifies, limits or supersedes section 7001(c) of that Act or authorizes electronic delivery of any of the notices described in section 7003(b) of that Act.

71.1090 [1961 c.726 §71.1090; repealed by 2009 c.181 §116]

GENERAL DEFINITIONS AND PRINCIPLES OF INTERPRETATION

71.2010 General definitions

Unless the context otherwise requires, words or phrases defined in this section, or in the additional definitions contained in other chapters of the Uniform Commercial Code that apply to particular chapters or parts thereof, have the meanings stated. Subject to definitions contained in other chapters of the Uniform Commercial Code that apply to particular c…

71.2020 Notice; knowledge

Subject to subsection (6) of this section, a person has notice of a fact if the person: Has actual knowledge of it; Has received a notice or notification of it; or From all the facts and circumstances known to the person at the time in question, has reason to know that it exists. “Knowledge” means actual knowledge. “Knows” has a corresponding meaning. “…

71.2030 Lease distinguished from security interest

Whether a transaction in the form of a lease creates a lease or security interest is determined by the facts of each case. A transaction in the form of a lease creates a security interest if the consideration that the lessee is to pay the lessor for the right to possession and use of the goods is an obligation for the term of the lease and is not subject to…

71.2040 Value

Except as otherwise provided in ORS chapters 73, 74 and 75 and ORS 80.1010 to 80.1070, a person gives value for rights if the person acquires them: In return for a binding commitment to extend credit or for the extension of immediately available credit, whether or not drawn upon and whether or not a charge-back is provided for in the event of difficulties i…

71.2050 Reasonable time; season-ableness

Whether a time for taking an action required by the Uniform Commercial Code is reasonable depends on the nature, purpose and circumstances of the action. An action is taken seasonably if it is taken at or within the time agreed or, if no time is agreed, at or within a reasonable time.

71.2060 Presumptions

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.

71.2070 [1961 c.726 §71.2070; 1993 c.545 §2; repealed by 2009 c.181 §116]

71.2080 [1961 c.726 §71.2080; repealed by 2009 c.181 §116]

TERRITORIAL APPLICABILITY AND GENERAL RULES

71.3010 Territorial applicability; parties’ power to choose applicable law

Except as provided in this section, when a transaction bears a reasonable relation to this state and also to another state or nation, the parties may agree that the law either of this state or of such other state or nation shall govern their rights and duties. In the absence of such an agreement effective under subsection (1) of this section and except as p…

71.3020 Variation by agreement

Except as otherwise provided in subsection (2) of this section or elsewhere in the Uniform Commercial Code, the effect of provisions of the Uniform Commercial Code may be varied by agreement. The obligations of good faith, diligence, reasonableness and care prescribed by the Uniform Commercial Code may not be disclaimed by agreement. The parties, by agreeme…

71.3030 Course of performance, course of dealing and usage of trade

A “course of performance” is a sequence of conduct between the parties to a particular transaction that exists if: The agreement of the parties with respect to the transaction involves repeated occasions for performance by a party; and The other party, with knowledge of the nature of the performance and opportunity for objection to it, accepts the performa…

71.3040 Obligation of good faith

Every contract or duty within the Uniform Commercial Code imposes an obligation of good faith in its performance and enforcement. Note: See note under 71.3010.

71.3050 Remedies to be liberally administered

The remedies provided by the Uniform Commercial Code must be liberally administered to the end that the aggrieved party may be put in as good a position as if the other party had fully performed but consequential damages, special damages or penal damages may not be had except as specifically provided in the Uniform Commercial Code or by other rule of law. A…

71.3060 Waiver or renunciation of claim or right after breach

A claim or right arising out of an alleged breach may be discharged in whole or in part without consideration by agreement of the aggrieved party in a signed record. Note: See note under 71.3010.

71.3070 Prima facie evidence by third-party documents

A document in due form purporting to be a bill of lading, policy or certificate of insurance, official weigher’s or inspector’s certificate, consular invoice or any other document authorized or required by the contract to be issued by a third party is prima facie evidence of the document’s own authenticity and genuineness and of the facts stated in the docum…

71.3080 Performance or acceptance under reservation of rights

A party that with explicit reservation of rights performs or promises performance or assents to performance in a manner demanded or offered by the other party does not thereby prejudice the rights reserved. Such words as “without prejudice,” “under protest” or the like are sufficient. Subsection (1) of this section does not apply to an accord and satisfacti…

71.3090 Option to accelerate at will

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 performanc…

71.3100 Subordinated obligations

An obligation may be issued as subordinated to performance of another obligation of the person obligated, or a creditor may subordinate its right to performance of an obligation by agreement with either the person obligated or another creditor of the person obligated. Subordination does not create a security interest as against either the common debtor or a …