71.1010Short titles.(1) This chapter and ORS chapters 72, 72A, 73, 74, 74A, 75, 77, 78 and 79 maybe cited as the Uniform Commercial Code.
(2)This chapter may be cited as Uniform Commercial Code–General Provisions. [1961c.726 §71.1010; 1989 c.676 §79; 1991 c.83 §2; 1991 c.442 §§39,40; 2001 c.445 §129;2009 c.181 §1]
71.1020Scope of chapter.This chapter applies to a transaction to the extent that the transaction isgoverned by ORS chapter 72, 72A, 73, 74, 74A, 75, 77, 78 or 79. [1961 c.726 §71.1020;2009 c.181 §2]
71.1030Construction to promote purposes and policies; applicability of supplementalprinciples of law.(1) The Uniform Commercial Code must be liberally construed and applied topromote its underlying purposes and policies, which are:
(a)To simply, clarify and modernize the law governing commercial transactions;
(b)To permit the continued expansion of commercial practices through custom, usageand agreement of the parties; and
(c)To make uniform the law among the various jurisdictions.
(2)Unless displaced by the particular provisions of the Uniform Commercial Code,the principles of law and equity, including the law merchant and the lawrelative to capacity to contract, principal and agent, estoppel, fraud,misrepresentation, duress, coercion, mistake, bankruptcy and other validatingor invalidating cause, supplement its provisions. [1961 c.726 §71.1030; 2009c.181 §3]
71.1040Construction against implied repeal. The Uniform Commercial Code being ageneral law intended as a unified coverage of its subject matter, no part of itshall be deemed to be impliedly repealed by subsequent legislation if suchconstruction can reasonably be avoided. [1961 c.726 §71.1040]
71.1050Severability.If any provision or clause of the Uniform Commercial Code or application to anyperson or circumstance is held invalid, the invalidity does not affect otherprovisions or applications of the Uniform Commercial Code that can be giveneffect without the invalid provision or application, and to this end theprovisions of the Uniform Commercial Code are severable. [1961 c.726 §71.1050;1973 c.504 §1; 1989 c.676 §80; 1991 c.83 §3; 1995 c.328 §66; 1997 c.150 §3;2001 c.445 §130; 2009 c.181 §4]
71.1060Use of singular and plural; gender. In the Uniform Commercial Code, unlessthe statutory context otherwise requires:
(1)Words in the singular number include the plural, and those in the pluralinclude the singular; and
(2)Words of any gender also refer to any other gender. [1961 c.726 §71.1060; 2009c.181 §5]
71.1070Captions.The unit and section captions, though set forth in the Uniform Commercial Code,are not part of the statutory law of Oregon. [1961 c.726 §71.1070; 2009 c.181 §6]
71.1080Relation to Electronic Signatures in Global and National Commerce Act. This chaptermodifies, limits and supersedes the federal Electronic Signatures in Global andNational Commerce Act, 15 U.S.C. 7001 et seq., except that nothing in thischapter modifies, limits or supersedes section 7001(c) of that Act orauthorizes electronic delivery of any of the notices described in section7003(b) of that Act. [1961 c.726 §71.1080; 2009 c.181 §7]
71.1090 [1961 c.726 §71.1090;repealed by 2009 c.181 §116]
GENERALDEFINITIONS AND PRINCIPLES OF INTERPRETATION
71.2010General definitions.(1) Unless the context otherwise requires, words or phrases defined in thissection, or in the additional definitions contained in other chapters of theUniform Commercial Code that apply to particular chapters or parts thereof,have the meanings stated.
(2)Subject to definitions contained in other chapters of the Uniform CommercialCode that apply to particular chapters or parts thereof:
(a)“Action” in the sense of a judicial proceeding includes recoupment,counterclaim, setoff, suit in equity and any other proceedings in which rightsare determined.
(b)“Aggrieved party” means a party entitled to pursue a remedy.
(c)“Agreement,” as distinguished from “contract,” means the bargain of the partiesin fact as found in their language or inferred from other circumstancesincluding course of performance, course of dealing or usage of trade asprovided in ORS 71.3030.
(d)“Bank” means a person engaged in the business of banking and includes a savingsbank, savings and loan association, credit union and trust company.
(e)“Bearer” means a person in control of a negotiable electronic document of titleor a person in possession of a negotiable instrument, negotiable tangibledocument of title or certificated security that is payable to bearer orindorsed in blank.
(f)“Bill of lading” means a document of title evidencing the receipt of goods forshipment issued by a person engaged in the business of directly or indirectlytransporting or forwarding goods. The term does not include a warehousereceipt.
(g)“Branch” includes a separately incorporated foreign branch of a bank.
(h)“Burden of establishing” a fact means the burden of persuading the trier offact that the existence of the fact is more probable than its nonexistence.
(i)“Buyer in ordinary course of business” means a person that buys goods in goodfaith, without knowledge that the sale violates the rights of another person inthe goods, and in the ordinary course from a person, other than a pawnbroker,in the business of selling goods of that kind. A person buys goods in theordinary course if the sale to the person comports with the usual or customarypractices in the kind of business in which the seller is engaged or with theseller’s own usual or customary practices. A person that sells oil, gas orother minerals at the wellhead or minehead is a person in the business ofselling goods of that kind. A buyer in ordinary course of business may buy forcash, by exchange of other property, or on secured or unsecured credit, and mayacquire goods or documents of title under a preexisting contract for sale. Onlya buyer that takes possession of the goods or has a right to recover the goodsfrom the seller under ORS chapter 72 may be a buyer in ordinary course ofbusiness. “Buyer in ordinary course of business” does not include a person thatacquires goods in a transfer in bulk or as security for or in total or partialsatisfaction of a money debt.
(j)“Conspicuous,” with reference to a term, means so written, displayed orpresented that a reasonable person against which it is to operate ought to havenoticed it. Whether a term is “conspicuous” or not is a decision for the court.Conspicuous terms include the following:
(A)A heading in capitals equal to or greater in size in than the surrounding text,or in contrasting type, font or color to the surrounding text of the same orlesser size; and
(B)Language in the body of a record or display in larger type than the surroundingtext, or in contrasting type, font or color to the surrounding text of the samesize, or set off from the surrounding text of the same size by symbols or othermarks that call attention to the language.
(k)“Consumer” means an individual who enters into a transaction primarily forpersonal, family or household purposes.
(L)“Contract,” as distinguished from “agreement,” means the total legal obligationthat results from the parties’ agreement as determined by the UniformCommercial Code as supplemented by any other applicable laws.
(m)“Creditor” includes a general creditor, a secured creditor, a lien creditor andany representative of creditors, including an assignee for the benefit ofcreditors, a trustee in bankruptcy, a receiver in equity and an executor oradministrator of an insolvent debtor’s or assignor’s estate.
(n)“Defendant” includes a person in the position of defendant in a counterclaim,cross claim or third party claim.
(o)“Delivery,” with respect to an electronic document of title means voluntarytransfer of control and with respect to an instrument, a tangible document oftitle, or chattel paper means voluntary transfer of possession.
(p)(A)“Document of title” means a record:
(i)That in the regular course of business or financing is treated as adequatelyevidencing that the person in possession or control of the record is entitledto receive, control, hold and dispose of the record and the goods the recordcovers; and
(ii)That purports to be issued by or addressed to a bailee and to cover goods inthe bailee’s possession that are either identified or are fungible portions ofan identified mass.
(B)The term includes a bill of lading, transport document, dock warrant, dockreceipt, warehouse receipt and order for delivery of goods.
(C)“Electronic document of title” means a document of title evidenced by a recordconsisting of information stored in an electronic medium.
(D)“Tangible document of title” means a document of title evidenced by a recordconsisting of information that is inscribed on a tangible medium.
(q)“Fault” means default, breach or wrongful act or omission.
(r)“Fungible goods” means:
(A)Goods of which any unit, by nature or usage of trade, is the equivalent of anyother like unit; or
(B)Goods that by agreement are treated as equivalent.
(s)“Genuine” means free of forgery or counterfeiting.
(t)“Good faith,” except as otherwise provided in ORS chapter 75, means honesty infact and the observance of reasonable commercial standards of fair dealing.
(u)“Holder” means:
(A)The person in possession of a negotiable instrument that is payable either tobearer or to an identified person that is the person in possession;
(B)The person in possession of a negotiable tangible document of title if thegoods are deliverable either to bearer or to the order of the person inpossession; or
(C)The person in control of a negotiable electronic document of title.
(v)“Insolvency proceeding” includes an assignment for the benefit of creditors orother proceeding intended to liquidate or rehabilitate the estate of the personinvolved.
(w)“Insolvent” means:
(A)Having generally ceased to pay debts in the ordinary course of business otherthan as a result of bona fide dispute;
(B)Being unable to pay debts as they become due; or
(C)Being insolvent within the meaning of federal bankruptcy law.
(x)“Money” means a medium of exchange currently authorized or adopted by adomestic or foreign government. The term includes a monetary unit of accountestablished by an intergovernmental organization or by agreement between two ormore countries.
(y)“Organization” means a person other than an individual.
(z)“Party,” as distinguished from “third party,” means a person that has engagedin a transaction or made an agreement subject to the Uniform Commercial Code.
(aa)“Person” means an individual, corporation, business trust, estate, trust,partnership, limited liability company, association, joint venture, government,governmental subdivision, agency or instrumentality, public corporation or anyother legal or commercial entity.
(bb)“Present value” means the amount as of a date certain of one or more sumspayable in the future, discounted to the date certain by use of either aninterest rate specified by the parties if that rate is not manifestlyunreasonable at the time the transaction is entered into or, if an interestrate is not so specified, a commercially reasonable rate that takes intoaccount the facts and circumstances at the time the transaction is enteredinto.
(cc)“Purchase” means taking by sale, lease, discount, negotiation, mortgage,pledge, lien, security interest, issue or reissue, gift or any other voluntarytransaction creating an interest in property.
(dd)“Purchaser” means a person that takes by purchase.
(ee)“Record” means information that is inscribed on a tangible medium or that isstored in an electronic or other medium and is retrievable in perceivable form.
(ff)“Remedy” means any remedial right to which an aggrieved party is entitled withor without resort to a tribunal.
(gg)“Representative” means a person empowered to act for another, including anagent, an officer of a corporation or association and a trustee, executor, oradministrator of an estate.
(hh)“Right” includes remedy.
(ii)(A)“Security interest” means an interest in personal property or fixtures whichsecures payment or performance of an obligation. “Security interest” includesany interest of a consignor and a buyer of accounts, chattel paper, a paymentintangible or a promissory note in a transaction that is subject to ORS chapter79.
(B)“Security interest” does not include the special property interest of a buyerof goods on identification of such goods to a contract for sale under ORS72.4010, but a buyer may also acquire a “security interest” by complying withORS chapter 79.
(C)Except as otherwise provided in ORS 72.5050, the right of a seller or lessor ofgoods under ORS chapter 72 or 72A to retain or acquire possession of the goodsis not a “security interest,” but a seller or lessor may also acquire a “securityinterest” by complying with ORS chapter 79.
(D)The retention or reservation of title by a seller of goods notwithstanding shipmentor delivery to the buyer under ORS 72.4010 is limited in effect to areservation of a “security interest.”
(E)Whether a transaction in the form of a lease creates a security interest isdetermined pursuant to ORS 71.2030.
(jj)“Send” in connection with a writing, record or notice means:
(A)To deposit in the mail or deliver for transmission by any other usual means ofcommunication with postage or cost of transmission provided for and properlyaddressed and in the case of an instrument to an address specified thereon orotherwise agreed, or if there be none to any address reasonable under thecircumstances; or
(B)In any other way to cause to be received any record or notice within the timeit would have arrived if properly sent.
(kk)“Signed” includes using any symbol executed or adopted with present intentionto adopt or accept a writing.
(LL)“State” means a state of the United States, the District of Columbia, PuertoRico, the United States Virgin Islands or any territory or insular possessionsubject to the jurisdiction of the United States.
(mm)“Surety” includes a guarantor or other secondary obligor.
(nn)“Term” means a portion of an agreement that relates to a particular matter.
(oo)“Unauthorized signature” means a signature made without actual, implied orapparent authority. The term includes a forgery.
71.1010Short titles.(1) This chapter and ORS chapters 72, 72A, 73, 74, 74A, 75, 77, 78 and 79 maybe cited as the Uniform Commercial Code.
(2)This chapter may be cited as Uniform Commercial Code–General Provisions. [1961c.726 §71.1010; 1989 c.676 §79; 1991 c.83 §2; 1991 c.442 §§39,40; 2001 c.445 §129;2009 c.181 §1]
71.1020Scope of chapter.This chapter applies to a transaction to the extent that the transaction isgoverned by ORS chapter 72, 72A, 73, 74, 74A, 75, 77, 78 or 79. [1961 c.726 §71.1020;2009 c.181 §2]
71.1030Construction to promote purposes and policies; applicability of supplementalprinciples of law.(1) The Uniform Commercial Code must be liberally construed and applied topromote its underlying purposes and policies, which are:
(a)To simply, clarify and modernize the law governing commercial transactions;
(b)To permit the continued expansion of commercial practices through custom, usageand agreement of the parties; and
(c)To make uniform the law among the various jurisdictions.
(2)Unless displaced by the particular provisions of the Uniform Commercial Code,the principles of law and equity, including the law merchant and the lawrelative to capacity to contract, principal and agent, estoppel, fraud,misrepresentation, duress, coercion, mistake, bankruptcy and other validatingor invalidating cause, supplement its provisions. [1961 c.726 §71.1030; 2009c.181 §3]
71.1040Construction against implied repeal. The Uniform Commercial Code being ageneral law intended as a unified coverage of its subject matter, no part of itshall be deemed to be impliedly repealed by subsequent legislation if suchconstruction can reasonably be avoided. [1961 c.726 §71.1040]
71.1050Severability.If any provision or clause of the Uniform Commercial Code or application to anyperson or circumstance is held invalid, the invalidity does not affect otherprovisions or applications of the Uniform Commercial Code that can be giveneffect without the invalid provision or application, and to this end theprovisions of the Uniform Commercial Code are severable. [1961 c.726 §71.1050;1973 c.504 §1; 1989 c.676 §80; 1991 c.83 §3; 1995 c.328 §66; 1997 c.150 §3;2001 c.445 §130; 2009 c.181 §4]
71.1060Use of singular and plural; gender. In the Uniform Commercial Code, unlessthe statutory context otherwise requires:
(1)Words in the singular number include the plural, and those in the pluralinclude the singular; and
(2)Words of any gender also refer to any other gender. [1961 c.726 §71.1060; 2009c.181 §5]
71.1070Captions.The unit and section captions, though set forth in the Uniform Commercial Code,are not part of the statutory law of Oregon. [1961 c.726 §71.1070; 2009 c.181 §6]
71.1080Relation to Electronic Signatures in Global and National Commerce Act. This chaptermodifies, limits and supersedes the federal Electronic Signatures in Global andNational Commerce Act, 15 U.S.C. 7001 et seq., except that nothing in thischapter modifies, limits or supersedes section 7001(c) of that Act orauthorizes electronic delivery of any of the notices described in section7003(b) of that Act. [1961 c.726 §71.1080; 2009 c.181 §7]
71.1090 [1961 c.726 §71.1090;repealed by 2009 c.181 §116]
GENERALDEFINITIONS AND PRINCIPLES OF INTERPRETATION
71.2010General definitions.(1) Unless the context otherwise requires, words or phrases defined in thissection, or in the additional definitions contained in other chapters of theUniform Commercial Code that apply to particular chapters or parts thereof,have the meanings stated.
(2)Subject to definitions contained in other chapters of the Uniform CommercialCode that apply to particular chapters or parts thereof:
(a)“Action” in the sense of a judicial proceeding includes recoupment,counterclaim, setoff, suit in equity and any other proceedings in which rightsare determined.
(b)“Aggrieved party” means a party entitled to pursue a remedy.
(c)“Agreement,” as distinguished from “contract,” means the bargain of the partiesin fact as found in their language or inferred from other circumstancesincluding course of performance, course of dealing or usage of trade asprovided in ORS 71.3030.
(d)“Bank” means a person engaged in the business of banking and includes a savingsbank, savings and loan association, credit union and trust company.
(e)“Bearer” means a person in control of a negotiable electronic document of titleor a person in possession of a negotiable instrument, negotiable tangibledocument of title or certificated security that is payable to bearer orindorsed in blank.
(f)“Bill of lading” means a document of title evidencing the receipt of goods forshipment issued by a person engaged in the business of directly or indirectlytransporting or forwarding goods. The term does not include a warehousereceipt.
(g)“Branch” includes a separately incorporated foreign branch of a bank.
(h)“Burden of establishing” a fact means the burden of persuading the trier offact that the existence of the fact is more probable than its nonexistence.
(i)“Buyer in ordinary course of business” means a person that buys goods in goodfaith, without knowledge that the sale violates the rights of another person inthe goods, and in the ordinary course from a person, other than a pawnbroker,in the business of selling goods of that kind. A person buys goods in theordinary course if the sale to the person comports with the usual or customarypractices in the kind of business in which the seller is engaged or with theseller’s own usual or customary practices. A person that sells oil, gas orother minerals at the wellhead or minehead is a person in the business ofselling goods of that kind. A buyer in ordinary course of business may buy forcash, by exchange of other property, or on secured or unsecured credit, and mayacquire goods or documents of title under a preexisting contract for sale. Onlya buyer that takes possession of the goods or has a right to recover the goodsfrom the seller under ORS chapter 72 may be a buyer in ordinary course ofbusiness. “Buyer in ordinary course of business” does not include a person thatacquires goods in a transfer in bulk or as security for or in total or partialsatisfaction of a money debt.
(j)“Conspicuous,” with reference to a term, means so written, displayed orpresented that a reasonable person against which it is to operate ought to havenoticed it. Whether a term is “conspicuous” or not is a decision for the court.Conspicuous terms include the following:
(A)A heading in capitals equal to or greater in size in than the surrounding text,or in contrasting type, font or color to the surrounding text of the same orlesser size; and
(B)Language in the body of a record or display in larger type than the surroundingtext, or in contrasting type, font or color to the surrounding text of the samesize, or set off from the surrounding text of the same size by symbols or othermarks that call attention to the language.
(k)“Consumer” means an individual who enters into a transaction primarily forpersonal, family or household purposes.
(L)“Contract,” as distinguished from “agreement,” means the total legal obligationthat results from the parties’ agreement as determined by the UniformCommercial Code as supplemented by any other applicable laws.
(m)“Creditor” includes a general creditor, a secured creditor, a lien creditor andany representative of creditors, including an assignee for the benefit ofcreditors, a trustee in bankruptcy, a receiver in equity and an executor oradministrator of an insolvent debtor’s or assignor’s estate.
(n)“Defendant” includes a person in the position of defendant in a counterclaim,cross claim or third party claim.
(o)“Delivery,” with respect to an electronic document of title means voluntarytransfer of control and with respect to an instrument, a tangible document oftitle, or chattel paper means voluntary transfer of possession.
(p)(A)“Document of title” means a record:
(i)That in the regular course of business or financing is treated as adequatelyevidencing that the person in possession or control of the record is entitledto receive, control, hold and dispose of the record and the goods the recordcovers; and
(ii)That purports to be issued by or addressed to a bailee and to cover goods inthe bailee’s possession that are either identified or are fungible portions ofan identified mass.
(B)The term includes a bill of lading, transport document, dock warrant, dockreceipt, warehouse receipt and order for delivery of goods.
(C)“Electronic document of title” means a document of title evidenced by a recordconsisting of information stored in an electronic medium.
(D)“Tangible document of title” means a document of title evidenced by a recordconsisting of information that is inscribed on a tangible medium.
(q)“Fault” means default, breach or wrongful act or omission.
(r)“Fungible goods” means:
(A)Goods of which any unit, by nature or usage of trade, is the equivalent of anyother like unit; or
(B)Goods that by agreement are treated as equivalent.
(s)“Genuine” means free of forgery or counterfeiting.
(t)“Good faith,” except as otherwise provided in ORS chapter 75, means honesty infact and the observance of reasonable commercial standards of fair dealing.
(u)“Holder” means:
(A)The person in possession of a negotiable instrument that is payable either tobearer or to an identified person that is the person in possession;
(B)The person in possession of a negotiable tangible document of title if thegoods are deliverable either to bearer or to the order of the person inpossession; or
(C)The person in control of a negotiable electronic document of title.
(v)“Insolvency proceeding” includes an assignment for the benefit of creditors orother proceeding intended to liquidate or rehabilitate the estate of the personinvolved.
(w)“Insolvent” means:
(A)Having generally ceased to pay debts in the ordinary course of business otherthan as a result of bona fide dispute;
(B)Being unable to pay debts as they become due; or
(C)Being insolvent within the meaning of federal bankruptcy law.
(x)“Money” means a medium of exchange currently authorized or adopted by adomestic or foreign government. The term includes a monetary unit of accountestablished by an intergovernmental organization or by agreement between two ormore countries.
(y)“Organization” means a person other than an individual.
(z)“Party,” as distinguished from “third party,” means a person that has engagedin a transaction or made an agreement subject to the Uniform Commercial Code.
(aa)“Person” means an individual, corporation, business trust, estate, trust,partnership, limited liability company, association, joint venture, government,governmental subdivision, agency or instrumentality, public corporation or anyother legal or commercial entity.
(bb)“Present value” means the amount as of a date certain of one or more sumspayable in the future, discounted to the date certain by use of either aninterest rate specified by the parties if that rate is not manifestlyunreasonable at the time the transaction is entered into or, if an interestrate is not so specified, a commercially reasonable rate that takes intoaccount the facts and circumstances at the time the transaction is enteredinto.
(cc)“Purchase” means taking by sale, lease, discount, negotiation, mortgage,pledge, lien, security interest, issue or reissue, gift or any other voluntarytransaction creating an interest in property.
(dd)“Purchaser” means a person that takes by purchase.
(ee)“Record” means information that is inscribed on a tangible medium or that isstored in an electronic or other medium and is retrievable in perceivable form.
(ff)“Remedy” means any remedial right to which an aggrieved party is entitled withor without resort to a tribunal.
(gg)“Representative” means a person empowered to act for another, including anagent, an officer of a corporation or association and a trustee, executor, oradministrator of an estate.
(hh)“Right” includes remedy.
(ii)(A)“Security interest” means an interest in personal property or fixtures whichsecures payment or performance of an obligation. “Security interest” includesany interest of a consignor and a buyer of accounts, chattel paper, a paymentintangible or a promissory note in a transaction that is subject to ORS chapter79.
(B)“Security interest” does not include the special property interest of a buyerof goods on identification of such goods to a contract for sale under ORS72.4010, but a buyer may also acquire a “security interest” by complying withORS chapter 79.
(C)Except as otherwise provided in ORS 72.5050, the right of a seller or lessor ofgoods under ORS chapter 72 or 72A to retain or acquire possession of the goodsis not a “security interest,” but a seller or lessor may also acquire a “securityinterest” by complying with ORS chapter 79.
(D)The retention or reservation of title by a seller of goods notwithstanding shipmentor delivery to the buyer under ORS 72.4010 is limited in effect to areservation of a “security interest.”
(E)Whether a transaction in the form of a lease creates a security interest isdetermined pursuant to ORS 71.2030.
(jj)“Send” in connection with a writing, record or notice means:
(A)To deposit in the mail or deliver for transmission by any other usual means ofcommunication with postage or cost of transmission provided for and properlyaddressed and in the case of an instrument to an address specified thereon orotherwise agreed, or if there be none to any address reasonable under thecircumstances; or
(B)In any other way to cause to be received any record or notice within the timeit would have arrived if properly sent.
(kk)“Signed” includes using any symbol executed or adopted with present intentionto adopt or accept a writing.
(LL)“State” means a state of the United States, the District of Columbia, PuertoRico, the United States Virgin Islands or any territory or insular possessionsubject to the jurisdiction of the United States.
(mm)“Surety” includes a guarantor or other secondary obligor.
(nn)“Term” means a portion of an agreement that relates to a particular matter.
(oo)“Unauthorized signature” means a signature made without actual, implied orapparent authority. The term includes a forgery.
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71.1010Short titles.(1) This chapter and ORS chapters 72, 72A, 73, 74, 74A, 75, 77, 78 and 79 maybe cited as the Uniform Commercial Code.
(2)This chapter may be cited as Uniform Commercial Code–General Provisions. [1961c.726 §71.1010; 1989 c.676 §79; 1991 c.83 §2; 1991 c.442 §§39,40; 2001 c.445 §129;2009 c.181 §1]
71.1020Scope of chapter.This chapter applies to a transaction to the extent that the transaction isgoverned by ORS chapter 72, 72A, 73, 74, 74A, 75, 77, 78 or 79. [1961 c.726 §71.1020;2009 c.181 §2]
71.1030Construction to promote purposes and policies; applicability of supplementalprinciples of law.(1) The Uniform Commercial Code must be liberally construed and applied topromote its underlying purposes and policies, which are:
(a)To simply, clarify and modernize the law governing commercial transactions;
(b)To permit the continued expansion of commercial practices through custom, usageand agreement of the parties; and
(c)To make uniform the law among the various jurisdictions.
(2)Unless displaced by the particular provisions of the Uniform Commercial Code,the principles of law and equity, including the law merchant and the lawrelative to capacity to contract, principal and agent, estoppel, fraud,misrepresentation, duress, coercion, mistake, bankruptcy and other validatingor invalidating cause, supplement its provisions. [1961 c.726 §71.1030; 2009c.181 §3]
71.1040Construction against implied repeal. The Uniform Commercial Code being ageneral law intended as a unified coverage of its subject matter, no part of itshall be deemed to be impliedly repealed by subsequent legislation if suchconstruction can reasonably be avoided. [1961 c.726 §71.1040]
71.1050Severability.If any provision or clause of the Uniform Commercial Code or application to anyperson or circumstance is held invalid, the invalidity does not affect otherprovisions or applications of the Uniform Commercial Code that can be giveneffect without the invalid provision or application, and to this end theprovisions of the Uniform Commercial Code are severable. [1961 c.726 §71.1050;1973 c.504 §1; 1989 c.676 §80; 1991 c.83 §3; 1995 c.328 §66; 1997 c.150 §3;2001 c.445 §130; 2009 c.181 §4]
71.1060Use of singular and plural; gender. In the Uniform Commercial Code, unlessthe statutory context otherwise requires:
(1)Words in the singular number include the plural, and those in the pluralinclude the singular; and
(2)Words of any gender also refer to any other gender. [1961 c.726 §71.1060; 2009c.181 §5]
71.1070Captions.The unit and section captions, though set forth in the Uniform Commercial Code,are not part of the statutory law of Oregon. [1961 c.726 §71.1070; 2009 c.181 §6]
71.1080Relation to Electronic Signatures in Global and National Commerce Act. This chaptermodifies, limits and supersedes the federal Electronic Signatures in Global andNational Commerce Act, 15 U.S.C. 7001 et seq., except that nothing in thischapter modifies, limits or supersedes section 7001(c) of that Act orauthorizes electronic delivery of any of the notices described in section7003(b) of that Act. [1961 c.726 §71.1080; 2009 c.181 §7]
71.1090 [1961 c.726 §71.1090;repealed by 2009 c.181 §116]
GENERALDEFINITIONS AND PRINCIPLES OF INTERPRETATION
71.2010General definitions.(1) Unless the context otherwise requires, words or phrases defined in thissection, or in the additional definitions contained in other chapters of theUniform Commercial Code that apply to particular chapters or parts thereof,have the meanings stated.
(2)Subject to definitions contained in other chapters of the Uniform CommercialCode that apply to particular chapters or parts thereof:
(a)“Action” in the sense of a judicial proceeding includes recoupment,counterclaim, setoff, suit in equity and any other proceedings in which rightsare determined.
(b)“Aggrieved party” means a party entitled to pursue a remedy.
(c)“Agreement,” as distinguished from “contract,” means the bargain of the partiesin fact as found in their language or inferred from other circumstancesincluding course of performance, course of dealing or usage of trade asprovided in ORS 71.3030.
(d)“Bank” means a person engaged in the business of banking and includes a savingsbank, savings and loan association, credit union and trust company.
(e)“Bearer” means a person in control of a negotiable electronic document of titleor a person in possession of a negotiable instrument, negotiable tangibledocument of title or certificated security that is payable to bearer orindorsed in blank.
(f)“Bill of lading” means a document of title evidencing the receipt of goods forshipment issued by a person engaged in the business of directly or indirectlytransporting or forwarding goods. The term does not include a warehousereceipt.
(g)“Branch” includes a separately incorporated foreign branch of a bank.
(h)“Burden of establishing” a fact means the burden of persuading the trier offact that the existence of the fact is more probable than its nonexistence.
(i)“Buyer in ordinary course of business” means a person that buys goods in goodfaith, without knowledge that the sale violates the rights of another person inthe goods, and in the ordinary course from a person, other than a pawnbroker,in the business of selling goods of that kind. A person buys goods in theordinary course if the sale to the person comports with the usual or customarypractices in the kind of business in which the seller is engaged or with theseller’s own usual or customary practices. A person that sells oil, gas orother minerals at the wellhead or minehead is a person in the business ofselling goods of that kind. A buyer in ordinary course of business may buy forcash, by exchange of other property, or on secured or unsecured credit, and mayacquire goods or documents of title under a preexisting contract for sale. Onlya buyer that takes possession of the goods or has a right to recover the goodsfrom the seller under ORS chapter 72 may be a buyer in ordinary course ofbusiness. “Buyer in ordinary course of business” does not include a person thatacquires goods in a transfer in bulk or as security for or in total or partialsatisfaction of a money debt.
(j)“Conspicuous,” with reference to a term, means so written, displayed orpresented that a reasonable person against which it is to operate ought to havenoticed it. Whether a term is “conspicuous” or not is a decision for the court.Conspicuous terms include the following:
(A)A heading in capitals equal to or greater in size in than the surrounding text,or in contrasting type, font or color to the surrounding text of the same orlesser size; and
(B)Language in the body of a record or display in larger type than the surroundingtext, or in contrasting type, font or color to the surrounding text of the samesize, or set off from the surrounding text of the same size by symbols or othermarks that call attention to the language.
(k)“Consumer” means an individual who enters into a transaction primarily forpersonal, family or household purposes.
(L)“Contract,” as distinguished from “agreement,” means the total legal obligationthat results from the parties’ agreement as determined by the UniformCommercial Code as supplemented by any other applicable laws.
(m)“Creditor” includes a general creditor, a secured creditor, a lien creditor andany representative of creditors, including an assignee for the benefit ofcreditors, a trustee in bankruptcy, a receiver in equity and an executor oradministrator of an insolvent debtor’s or assignor’s estate.
(n)“Defendant” includes a person in the position of defendant in a counterclaim,cross claim or third party claim.
(o)“Delivery,” with respect to an electronic document of title means voluntarytransfer of control and with respect to an instrument, a tangible document oftitle, or chattel paper means voluntary transfer of possession.
(p)(A)“Document of title” means a record:
(i)That in the regular course of business or financing is treated as adequatelyevidencing that the person in possession or control of the record is entitledto receive, control, hold and dispose of the record and the goods the recordcovers; and
(ii)That purports to be issued by or addressed to a bailee and to cover goods inthe bailee’s possession that are either identified or are fungible portions ofan identified mass.
(B)The term includes a bill of lading, transport document, dock warrant, dockreceipt, warehouse receipt and order for delivery of goods.
(C)“Electronic document of title” means a document of title evidenced by a recordconsisting of information stored in an electronic medium.
(D)“Tangible document of title” means a document of title evidenced by a recordconsisting of information that is inscribed on a tangible medium.
(q)“Fault” means default, breach or wrongful act or omission.
(r)“Fungible goods” means:
(A)Goods of which any unit, by nature or usage of trade, is the equivalent of anyother like unit; or
(B)Goods that by agreement are treated as equivalent.
(s)“Genuine” means free of forgery or counterfeiting.
(t)“Good faith,” except as otherwise provided in ORS chapter 75, means honesty infact and the observance of reasonable commercial standards of fair dealing.
(u)“Holder” means:
(A)The person in possession of a negotiable instrument that is payable either tobearer or to an identified person that is the person in possession;
(B)The person in possession of a negotiable tangible document of title if thegoods are deliverable either to bearer or to the order of the person inpossession; or
(C)The person in control of a negotiable electronic document of title.
(v)“Insolvency proceeding” includes an assignment for the benefit of creditors orother proceeding intended to liquidate or rehabilitate the estate of the personinvolved.
(w)“Insolvent” means:
(A)Having generally ceased to pay debts in the ordinary course of business otherthan as a result of bona fide dispute;
(B)Being unable to pay debts as they become due; or
(C)Being insolvent within the meaning of federal bankruptcy law.
(x)“Money” means a medium of exchange currently authorized or adopted by adomestic or foreign government. The term includes a monetary unit of accountestablished by an intergovernmental organization or by agreement between two ormore countries.
(y)“Organization” means a person other than an individual.
(z)“Party,” as distinguished from “third party,” means a person that has engagedin a transaction or made an agreement subject to the Uniform Commercial Code.
(aa)“Person” means an individual, corporation, business trust, estate, trust,partnership, limited liability company, association, joint venture, government,governmental subdivision, agency or instrumentality, public corporation or anyother legal or commercial entity.
(bb)“Present value” means the amount as of a date certain of one or more sumspayable in the future, discounted to the date certain by use of either aninterest rate specified by the parties if that rate is not manifestlyunreasonable at the time the transaction is entered into or, if an interestrate is not so specified, a commercially reasonable rate that takes intoaccount the facts and circumstances at the time the transaction is enteredinto.
(cc)“Purchase” means taking by sale, lease, discount, negotiation, mortgage,pledge, lien, security interest, issue or reissue, gift or any other voluntarytransaction creating an interest in property.
(dd)“Purchaser” means a person that takes by purchase.
(ee)“Record” means information that is inscribed on a tangible medium or that isstored in an electronic or other medium and is retrievable in perceivable form.
(ff)“Remedy” means any remedial right to which an aggrieved party is entitled withor without resort to a tribunal.
(gg)“Representative” means a person empowered to act for another, including anagent, an officer of a corporation or association and a trustee, executor, oradministrator of an estate.
(hh)“Right” includes remedy.
(ii)(A)“Security interest” means an interest in personal property or fixtures whichsecures payment or performance of an obligation. “Security interest” includesany interest of a consignor and a buyer of accounts, chattel paper, a paymentintangible or a promissory note in a transaction that is subject to ORS chapter79.
(B)“Security interest” does not include the special property interest of a buyerof goods on identification of such goods to a contract for sale under ORS72.4010, but a buyer may also acquire a “security interest” by complying withORS chapter 79.
(C)Except as otherwise provided in ORS 72.5050, the right of a seller or lessor ofgoods under ORS chapter 72 or 72A to retain or acquire possession of the goodsis not a “security interest,” but a seller or lessor may also acquire a “securityinterest” by complying with ORS chapter 79.
(D)The retention or reservation of title by a seller of goods notwithstanding shipmentor delivery to the buyer under ORS 72.4010 is limited in effect to areservation of a “security interest.”
(E)Whether a transaction in the form of a lease creates a security interest isdetermined pursuant to ORS 71.2030.
(jj)“Send” in connection with a writing, record or notice means:
(A)To deposit in the mail or deliver for transmission by any other usual means ofcommunication with postage or cost of transmission provided for and properlyaddressed and in the case of an instrument to an address specified thereon orotherwise agreed, or if there be none to any address reasonable under thecircumstances; or
(B)In any other way to cause to be received any record or notice within the timeit would have arrived if properly sent.
(kk)“Signed” includes using any symbol executed or adopted with present intentionto adopt or accept a writing.
(LL)“State” means a state of the United States, the District of Columbia, PuertoRico, the United States Virgin Islands or any territory or insular possessionsubject to the jurisdiction of the United States.
(mm)“Surety” includes a guarantor or other secondary obligor.
(nn)“Term” means a portion of an agreement that relates to a particular matter.
(oo)“Unauthorized signature” means a signature made without actual, implied orapparent authority. The term includes a forgery.
