Chapter 71 — General Provisions for Uniform Commercial Code
TITLE 8
COMMERCIAL TRANSACTIONS
Chapter 71. General
Provisions for Uniform Commercial Code
72. Sales
72A. Leases
73. Negotiable
Instruments
74. Bank
Deposits and Collections
74A. Funds
Transfers
75. Letters
of Credit
77. Warehouse
Receipts, Bills of Lading and Other Documents of Title
78. Investment
Securities
79A. Secured
Transactions
80. Controllable
Electronic Records
81. Tender
and Receipts; Choice of Forum in Contracts; Assignment; Central Filing System
for Farm Products
82. Interest;
Repayment Restrictions
83. Retail
Installment Contracts
84. Electronic
Transactions
_______________
2025
EDITION
GENERAL PROVISIONS
COMMERCIAL TRANSACTIONS
GENERAL PROVISIONS
71.1010 Short titles
71.1020 Scope of chapter
71.1030 Construction to promote
purposes and policies; applicability of supplemental principles of law
71.1040 Construction against
implied repeal
71.1050 Severability
71.1060 Use of singular and
plural; gender
71.1070 Captions
71.1080 Relation to Electronic
Signatures in Global and National Commerce Act
GENERAL DEFINITIONS AND PRINCIPLES OF
INTERPRETATION
71.2010 General definitions
71.2020 Notice; knowledge
71.2030 Lease distinguished
from security interest
71.2040 Value
71.2050 Reasonable time;
seasonableness
71.2060 Presumptions
TERRITORIAL APPLICABILITY AND
GENERAL RULES
71.3010 Territorial
applicability; parties’ power to choose applicable law
71.3020 Variation by agreement
71.3030 Course of performance,
course of dealing and usage of trade
71.3040 Obligation of good
faith
71.3050 Remedies to be
liberally administered
71.3060 Waiver or renunciation
of claim or right after breach
71.3070 Prima facie evidence by
third-party documents
71.3080 Performance or
acceptance under reservation of rights
71.3090 Option to accelerate at
will
71.3100 Subordinated
obligations
71.001,
71.002, 71.003, 71.004, 71.005, 71.006, 71.007, 71.008, 71.009, 71.010, 71.011,
71.012, 71.013, 71.014, 71.015, 71.016, 71.017, 71.018, 71.019, 71.020, 71.021,
71.022, 71.023, 71.024, 71.025, 71.026, 71.027, 71.028, 71.029, 71.030, 71.031,
71.032, 71.033, 71.034, 71.035, 71.036, 71.037, 71.038, 71.039, 71.040, 71.041,
71.042, 71.043, 71.044, 71.045, 71.046, 71.047, 71.048, 71.049, 71.050, 71.051,
71.052, 71.053, 71.054, 71.055, 71.056, 71.057, 71.058, 71.059, 71.060, 71.061,
71.062, 71.063, 71.064, 71.065, 71.066, 71.067, 71.068, 71.069, 71.070, 71.071,
71.072, 71.073, 71.074, 71.075, 71.076, 71.077, 71.078, 71.079, 71.080, 71.081,
71.082, 71.083, 71.084, 71.085, 71.086, 71.087, 71.088, 71.089, 71.090, 71.091,
71.092, 71.093, 71.094, 71.095, 71.096, 71.097, 71.098, 71.099, 71.100, 71.101,
71.102, 71.103, 71.104, 71.105, 71.106, 71.107, 71.108, 71.109, 71.110, 71.111,
71.112, 71.113, 71.114, 71.115, 71.116, 71.117, 71.118, 71.119, 71.120, 71.121,
71.122, 71.123, 71.124, 71.125, 71.126, 71.127, 71.128, 71.129, 71.130, 71.131,
71.132, 71.133, 71.134, 71.135, 71.136, 71.137, 71.138, 71.139, 71.140, 71.141,
71.142, 71.143, 71.144, 71.145, 71.146, 71.147, 71.148, 71.149, 71.150, 71.151,
71.152, 71.153, 71.154, 71.155, 71.156, 71.157, 71.158, 71.159, 71.160, 71.161,
71.162, 71.163, 71.164, 71.165, 71.166, 71.167, 71.168, 71.169, 71.170, 71.171,
71.172, 71.173, 71.174, 71.175, 71.176, 71.177, 71.178, 71.179, 71.180, 71.181,
71.182, 71.183, 71.184, 71.185, 71.186, 71.187, 71.188, 71.189, 71.190, 71.191,
71.192, 71.193, 71.194, 71.195
[Repealed by 1961 c.726 §427]
GENERAL PROVISIONS
71.1010 Short
titles. (1) 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.
(2) This chapter
may be cited as Uniform Commercial Code–General Provisions. [1961 c.726 §71.1010;
1989 c.676 §79; 1991 c.83 §2; 1991 c.442 §§39,40; 2001 c.445 §129; 2009 c.181 §1;
2025 c.33 §1]
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. [1961 c.726 §71.1020;
2009 c.181 §2]
71.1030
Construction to promote purposes and policies; applicability of supplemental
principles of law.
(1) The Uniform Commercial Code must be liberally construed and applied to
promote its underlying purposes and policies, which are:
(a) To simplify,
clarify and modernize the law governing commercial transactions;
(b) To permit the
continued expansion of commercial practices through custom, usage and 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 law relative
to capacity to contract, principal and agent, estoppel, fraud,
misrepresentation, duress, coercion, mistake, bankruptcy and other validating
or invalidating cause, supplement its provisions. [1961 c.726 §71.1030; 2009
c.181 §3; 2011 c.9 §4]
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. [1961
c.726 §71.1040]
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 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]
71.1060 Use of
singular and plural; gender.
In the Uniform Commercial Code, unless the statutory context otherwise
requires:
(1) Words in the
singular number include the plural, and those in the plural include the
singular; and
(2) Words of any
gender also refer to any other gender. [1961 c.726 §71.1060; 2009 c.181 §5]
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. [1961 c.726 §71.1070; 2009 c.181 §6]
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. [1961
c.726 §71.1080; 2009 c.181 §7]
71.1090 [1961 c.726 §71.1090; repealed by
2009 c.181 §116]
GENERAL DEFINITIONS AND
PRINCIPLES OF INTERPRETATION
71.2010
General definitions.
(1) 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.
(2) Subject to
definitions contained in other chapters of the Uniform Commercial Code 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 rights are determined.
(b) “Aggrieved
party” means a party entitled to pursue a remedy.
(c) “Agreement,”
as distinguished from “contract,” means the bargain of the parties in fact as
found in their language or inferred from other circumstances including course
of performance, course of dealing or usage of trade as provided in ORS 71.3030.
(d) “Bank” means
a person engaged in the business of banking and includes a savings bank,
savings and loan association, credit union and trust company.
(e) “Bearer”
means a person in control of a negotiable electronic document of title or a
person in possession of a negotiable instrument, negotiable tangible document
of title or certificated security that is payable to bearer or indorsed in
blank.
(f) “Bill of
lading” means a document of title evidencing the receipt of goods for shipment
issued by a person engaged in the business of directly or indirectly
transporting or forwarding goods. The term does not include a warehouse
receipt.
(g) “Branch”
includes a separately incorporated foreign branch of a bank.
(h) “Burden of
establishing” a fact means the burden of persuading the trier of fact 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 good faith,
without knowledge that the sale violates the rights of another person in the
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 the ordinary
course if the sale to the person comports with the usual or customary practices
in the kind of business in which the seller is engaged or with the seller’s own
usual or customary practices. A person that sells oil, gas or other minerals at
the wellhead or minehead is a person in the business of selling goods of that
kind. A buyer in ordinary course of business may buy for cash, by exchange of
other property, or on secured or unsecured credit, and may acquire goods or
documents of title under a preexisting contract for sale. Only a buyer that
takes possession of the goods or has a right to recover the goods from the
seller under ORS chapter 72 may be a buyer in ordinary course of business. “Buyer
in ordinary course of business” does not include a person that acquires goods
in a transfer in bulk or as security for or in total or partial satisfaction of
a money debt.
(j) “Conspicuous,”
with reference to a term, means so written, displayed or presented that, based
on the totality of the circumstances, a reasonable person against which it is
to operate ought to have noticed it. Whether a term is “conspicuous” or not is
a decision for the court.
(k) “Consumer”
means an individual who enters into a transaction primarily for personal,
family or household purposes.
(L) “Contract,”
as distinguished from “agreement,” means the total legal obligation that
results from the parties’ agreement as determined by the Uniform Commercial
Code as supplemented by any other applicable laws.
(m) “Creditor”
includes a general creditor, a secured creditor, a lien creditor and any
representative of creditors, including an assignee for the benefit of
creditors, a trustee in bankruptcy, a receiver in equity and an executor or
administrator 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 voluntary transfer of
control and, with respect to an instrument, a tangible document of title or an
authoritative tangible copy of a record evidencing 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 adequately evidencing
that the person in possession or control of the record is entitled to receive,
control, hold and dispose of the record and the goods the record covers; and
(ii) That
purports to be issued by or addressed to a bailee and to cover goods in the
bailee’s possession that are either identified or are fungible portions of an
identified mass.
(B) The term
includes a bill of lading, transport document, dock warrant, dock receipt,
warehouse receipt and order for delivery of goods.
(C) “Electronic
document of title” means a document of title evidenced by a record consisting
of information stored in an electronic medium.
(D) “Tangible
document of title” means a document of title evidenced by a record consisting
of information that is inscribed on a tangible medium.
(q) “Electronic”
means relating to technology having electrical, digital, magnetic, wireless,
optical, electromagnetic or similar capabilities.
(r) “Fault” means
default, breach or wrongful act or omission.
(s) “Fungible
goods” means:
(A) Goods of
which any unit, by nature or usage of trade, is the equivalent of any other
like unit; or
(B) Goods that by
agreement are treated as equivalent.
(t) “Genuine”
means free of forgery or counterfeiting.
(u) “Good faith,”
except as otherwise provided in ORS chapter 75, means honesty in fact and the
observance of reasonable commercial standards of fair dealing.
(v) “Holder”
means:
(A) The person in
possession of a negotiable instrument that is payable either to bearer or to an
identified person that is the person in possession;
(B) The person in
possession of a negotiable tangible document of title if the goods are
deliverable either to bearer or to the order of the person in possession; or
(C) The person in
control, other than pursuant to ORS 77.1060 (7), of a negotiable electronic
document of title.
(w) “Insolvency
proceeding” includes an assignment for the benefit of creditors or other
proceeding intended to liquidate or rehabilitate the estate of the person
involved.
(x) “Insolvent”
means:
(A) Having
generally ceased to pay debts in the ordinary course of business other than 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.
(y) “Money” means
a medium of exchange that is currently authorized or adopted by a domestic or
foreign government. The term includes a monetary unit of account established by
an intergovernmental organization or by agreement between two or more
countries. The term does not include an electronic record that is a medium of
exchange recorded and transferable in a system that existed and operated for
the medium of exchange before the medium of exchange was authorized or adopted
by the government.
(z) “Organization”
means a person other than an individual.
(aa) “Party,” as
distinguished from “third party,” means a person that has engaged in a
transaction or made an agreement subject to the Uniform Commercial Code.
(bb) “Person”
means an individual, corporation, business trust, estate, trust, partnership,
limited liability company, association, joint venture, government, governmental
subdivision, agency or instrumentality or any other legal or commercial entity.
The term includes a protected series, however denominated, of an entity if the
protected series is established under law other than the Uniform Commercial
Code that limits, or limits if conditions specified under the law are
satisfied, the ability of a creditor of the entity or of any other protected
series of the entity to satisfy a claim from assets of the protected series.
(cc) “Present
value” means the amount as of a date certain of one or more sums payable in the
future, discounted to the date certain by use of either an interest rate
specified by the parties if that rate is not manifestly unreasonable at the
time the transaction is entered into or, if an interest rate is not so
specified, a commercially reasonable rate that takes into account the facts and
circumstances at the time the transaction is entered into.
(dd) “Purchase”
means taking by sale, lease, discount, negotiation, mortgage, pledge, lien,
security interest, issue or reissue, gift or any other voluntary transaction
creating an interest in property.
(ee) “Purchaser”
means a person that takes by purchase.
(ff) “Record”
means information that is inscribed on a tangible medium or that is stored in
an electronic or other medium and is retrievable in perceivable form.
(gg) “Remedy”
means any remedial right to which an aggrieved party is entitled with or
without resort to a tribunal.
(hh) “Representative”
means a person empowered to act for another, including an agent, an officer of
a corporation or association and a trustee, executor, or administrator of an
estate.
(ii) “Right”
includes remedy.
(jj)(A) “Security
interest” means an interest in personal property or fixtures which secures
payment or performance of an obligation. “Security interest” includes any
interest of a consignor and a buyer of accounts, chattel paper, a payment
intangible or a promissory note in a transaction that is subject to ORS chapter
79A.
(B) “Security
interest” does not include the special property interest of a buyer of goods on
identification of such goods to a contract for sale under ORS 72.4010, but a
buyer may also acquire a “security interest” by complying with ORS chapter 79A.
(C) Except as
otherwise provided in ORS 72.5050, the right of a seller or lessor of goods
under ORS chapter 72 or 72A to retain or acquire possession of the goods is not
a “security interest,” but a seller or lessor may also acquire a “security
interest” by complying with ORS chapter 79A.
(D) The retention
or reservation of title by a seller of goods notwithstanding shipment or
delivery to the buyer under ORS 72.4010 is limited in effect to a reservation
of a “security interest.”
(E) Whether a
transaction in the form of a lease creates a security interest is determined
pursuant to ORS 71.2030.
(kk) “Send,” in
connection with a record or notification, means:
(A) To deposit in
the mail, deliver for transmission or transmit by any other usual means of
communication, with postage or cost of transmission provided for, addressed to
any address reasonable under the circumstances; or
(B) To cause the
record or notification to be received within the time it would have been
received if properly sent under subparagraph (A) of this paragraph.
(LL)(A) “Sign”
means, with present intent to authenticate or adopt a record, to:
(i) Execute or
adopt a tangible symbol; or
(ii) Attach to or
logically associate with the record an electronic symbol, sound or process.
(B) “Signed,” “signing”
and “signature” have corresponding meanings.
(mm) “State”
means a state of the United States, the District of Columbia, Puerto Rico, the
United States Virgin Islands or any territory or insular possession subject to
the jurisdiction of the United States.
(nn) “Surety”
includes a guarantor or other secondary obligor.
(oo) “Term” means
a portion of an agreement that relates to a particular matter.
(pp) “Unauthorized
signature” means a signature made without actual, implied or apparent
authority. The term includes a forgery.
(qq) “Warehouse
receipt” means a document of title issued by a person engaged in the business
of storing goods for hire.
(rr) “Writing”
includes printing, typewriting or any other intentional reduction to tangible
form. “Written” has a corresponding meaning. [1961 c.726 §71.2010; 1973 c.504 §2;
1985 c.676 §71.2010; 1989 c.676 §81; 1993 c.545 §1; 1995 c.79 §20; 1997 c.834 §1;
2001 c.445 §131; 2009 c.181 §8; 2025 c.33 §2]
71.2020
Notice; knowledge.
(1) Subject to subsection (6) of this section, a person has notice of a fact if
the person:
(a) Has actual
knowledge of it;
(b) Has received
a notice or notification of it; or
(c) From all the
facts and circumstances known to the person at the time in question, has reason
to know that it exists.
(2) “Knowledge”
means actual knowledge. “Knows” has a corresponding meaning.
(3) “Discover,” “learn”
or words of similar import refer to knowledge rather than to reason to know.
(4) A person
notifies or gives a notice or notification to another person by taking such
steps as may be reasonably required to inform the other person in ordinary
course, whether or not the other person actually comes to know of it.
(5) Subject to
subsection (6) of this section, a person receives a notice or notification
when:
(a) It comes to
the person’s attention; or
(b) It is duly
delivered in a form reasonable under the circumstances at the place of business
through which the contract was made or at another location held out by the
person as the place for receipt of such communications.
(6) Notice,
knowledge or a notice or notification received by an organization is effective
for a particular transaction from the time it is brought to the attention of
the individual conducting that transaction and, in any event, from the time it
would have been brought to the individual’s attention if the organization had
exercised due diligence. An organization exercises due diligence if it
maintains reasonable routines for communicating significant information to the
person conducting the transaction and there is reasonable compliance with the
routines. Due diligence does not require an individual acting for the
organization to communicate information unless the communication is part of the
individual’s regular duties or the individual has reason to know of the
transaction and that the transaction would be materially affected by the
information. [1961 c.726 §71.2020; 2009 c.181 §9]
71.2030 Lease
distinguished from security interest.
(1) Whether a transaction in the form of a lease creates a lease or security
interest is determined by the facts of each case.
(2) 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
termination by the lessee, and:
(a) The original
term of the lease is equal to or greater than the remaining economic life of
the goods;
(b) The lessee is
bound to renew the lease for the remaining economic life of the goods or is
bound to become the owner of the goods;
(c) The lessee
has an option to renew the lease for the remaining economic life of the goods
for no additional consideration or for nominal additional consideration upon
compliance with the lease agreement; or
(d) The lessee
has an option to become the owner of the goods for no additional consideration
or for nominal additional consideration upon compliance with the lease
agreement.
(3) A transaction
in the form of a lease does not create a security interest merely because:
(a) The present
value of the consideration the lessee is obligated to pay the lessor for the
right to possession and use of the goods is substantially equal to or is
greater than the fair market value of the goods at the time the lease is
entered into;
(b) The lessee
assumes risk of loss of the goods;
(c) The lessee
agrees to pay, with respect to the goods, taxes, insurance, filing, recording
or registration fees or service or maintenance costs;
(d) The lessee
has an option to renew the lease or to become the owner of the goods;
(e) The lessee
has an option to renew the lease for a fixed rent that is equal to or greater
than the reasonably predictable fair market rent for the use of the goods for
the term of the renewal at the time the option is to be performed; or
(f) The lessee
has an option to become the owner of the goods for a fixed price that is equal
to or greater than the reasonably predictable fair market value of the goods at
the time the option is to be performed.
(4) Additional
consideration is nominal if it is less than the lessee’s reasonably predictable
cost of performing under the lease agreement if the option is not exercised.
Additional consideration is not nominal if:
(a) When the
option to renew the lease is granted to the lessee, the rent is stated to be
the fair market rent for the use of the goods for the term of the renewal
determined at the time the option is to be performed; or
(b) When the
option to become the owner of the goods is granted to the lessee, the price is
stated to be the fair market value of the goods determined at the time the
option is to be performed.
(5) The remaining
economic life of the goods and reasonably predictable fair market rent, fair
market value or cost of performing under the lease agreement must be determined
with reference to the facts and circumstances at the time the transaction is entered
into. [1961 c.726 §71.2030; 2009 c.181 §10]
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:
(1) 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 in collection;
(2) As security
for, or in total or partial satisfaction of, a preexisting claim;
(3) By accepting
delivery under a preexisting contract for purchase; or
(4) In return for
any consideration sufficient to support a simple contract. [1961 c.726 §71.2040;
2009 c.181 §11; 2025 c.33 §3]
71.2050
Reasonable time; season-ableness.
(1) 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.
(2) 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. [1961 c.726 §71.2050; 2009 c.181 §12]
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. [1961 c.726 §71.2060; 2009 c.181 §13]
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. (1) 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.
(2) In the
absence of such an agreement effective under subsection (1) of this section and
except as provided in subsection (3) of this section, the Uniform Commercial
Code applies to transactions bearing an appropriate relation to this state.
(3) If one of the
following provisions of the Uniform Commercial Code specifies the applicable
law, that provision governs and a contrary agreement is effective only to the
extent permitted by the law so specified:
(a) Rights of
creditors against sold goods as specified in ORS 72.4020.
(b) Applicability
of ORS chapter 72A on leases.
(c) Applicability
of ORS chapter 74 as specified in ORS 74.1020.
(d) Applicability
of ORS chapter 74A as specified in ORS 74A.5070.
(e) Applicability
of ORS chapter 75 as specified in ORS 75.1160.
(f) Applicability
of ORS chapter 78 as specified in ORS 78.1100.
(g) ORS 79A.3010
to 79A.3070 governing perfection, the effect of perfection or nonperfection and
the priority of security interests and agricultural liens.
(h) Applicability
of ORS 80.1070, as specified in ORS 80.1070. [2009 c.181 §14; 2025 c.33 §4]
Note: 71.3010 to 71.3100 were added to
and made a part of the Uniform Commercial Code by legislative action but were
not added to ORS chapter 71 or any series therein. See Preface to Oregon
Revised Statutes for further explanation.
71.3020
Variation by agreement.
(1) 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.
(2) The
obligations of good faith, diligence, reasonableness and care prescribed by the
Uniform Commercial Code may not be disclaimed by agreement. The parties, by
agreement, may determine the standards by which the performance of those
obligations is to be measured if those standards are not manifestly
unreasonable. Whenever the Uniform Commercial Code requires an action to be
taken within a reasonable time, a time that is not manifestly unreasonable may
be fixed by agreement.
(3) The presence
in certain provisions of the Uniform Commercial Code of the phrase “unless
otherwise agreed,” or words of similar import, does not imply that the effect
of other provisions may not be varied by agreement under this section. [2009
c.181 §15]
Note: See note under 71.3010.
71.3030 Course
of performance, course of dealing and usage of trade. (1) A “course of performance” is a
sequence of conduct between the parties to a particular transaction that exists
if:
(a) The agreement
of the parties with respect to the transaction involves repeated occasions for
performance by a party; and
(b) The other
party, with knowledge of the nature of the performance and opportunity for
objection to it, accepts the performance or acquiesces in it without objection.
(2) A “course of
dealing” is a sequence of conduct concerning previous transactions between the
parties to a particular transaction that is fairly to be regarded as
establishing a common basis of understanding for interpreting the parties’
expressions and other conduct.
(3) A “usage of
trade” is any practice or method of dealing having such regularity of
observance in a place, vocation, or trade as to justify an expectation that the
practice or method will be observed with respect to the transaction in
question. The existence and scope of the usage must be proved as fact. If it is
established that the usage is embodied in a trade code or similar record, the
interpretation of the record is a question of law.
(4) A course of
performance or course of dealing between the parties or usage of trade in the
vocation or trade in which the parties are engaged or of which they are or
should be aware is relevant in ascertaining the meaning of the parties’
agreement, may give particular meaning to specific terms of the agreement and
may supplement or qualify the terms of the agreement. A usage of trade
applicable in the place in which part of the performance under the agreement is
to occur may be so utilized as to that part of the performance.
(5) Except as
otherwise provided in subsection (6) of this section, the express terms of an
agreement and any applicable course of performance, course of dealing or usage
of trade must be construed whenever reasonable as consistent with each other.
If such a construction is unreasonable:
(a) Express terms
prevail over course of performance, course of dealing and usage of trade;
(b) Course of
performance prevails over course of dealing and usage of trade; and
(c) Course of
dealing prevails over usage of trade.
(6) Subject to
ORS 72.2090, a course of performance is relevant to show a waiver or
modification of any term inconsistent with the course of performance.
(7) Evidence of a
relevant usage of trade offered by one party is not admissible unless that
party has given the other party notice that the court finds sufficient to
prevent unfair surprise to the other party. [2009 c.181 §16]
Note: See note under 71.3010.
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. [2009 c.181 §17]
Note: See note under 71.3010.
71.3050
Remedies to be liberally administered.
(1) 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.
(2) Any right or
obligation declared by the Uniform Commercial Code is enforceable by action
unless the provision declaring the right or obligation specifies a different
and limited effect. [2009 c.181 §18]
Note: See note under 71.3010.
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. [2009 c.181 §19; 2025 c.33
§5]
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
document by the third party. [2009 c.181 §20]
Note: See note under 71.3010.
71.3080
Performance or acceptance under reservation of rights. (1) 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.
(2) Subsection
(1) of this section does not apply to an accord and satisfaction. [2009 c.181 §21]
Note: See note under 71.3010.
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 performance is impaired.
The burden of establishing lack of good faith is on the party against which the
power has been exercised. [2009 c.181 §22]
Note: See note under 71.3010.
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 subordinated
creditor. [2009 c.181 §23]
Note: See note under 71.3010.
_______________