Alienability of party’s interest under lease contract or of lessor’s residual interest in goods
- • delegation of performance
- • transfer of rights
(1) As used in this section, "creation of a security interest" includes the sale of a lease contract that is subject to ORS 79.0109 (UCC 9-109. Scope) (1)(c).
(2) Except as provided in subsection (3) of this section and ORS 79.0407 (UCC 9-407. Restrictions on creation or enforcement of security interest in leasehold interest or in lessor's residual interest), a provision in a lease agreement that prohibits the voluntary or involuntary transfer, including a transfer by sale, sublease, creation or enforcement of a security interest, or attachment, levy or other judicial process, of an interest of a party under the lease contract or of the lessor’s residual interest in the goods, or that makes such a transfer an event of default, gives rise to the rights and remedies provided in subsection (4) of this section, but a transfer that is prohibited or is an event of default under the lease agreement is otherwise effective.
(3) A provision in a lease agreement is not enforceable if the provision prohibits a transfer of a right to damages for default with respect to the whole lease contract or of a right to payment arising out of the transferor’s due performance of the transferor’s entire obligation or makes such a transfer an event of default. A transfer that is not enforceable under this section is not a transfer that materially impairs the prospect of obtaining return performance by, materially changes the duty of, or materially increases the burden or risk imposed on, the other party to the lease contract under subsection (4) of this section.
(4) Subject to subsection (3) of this section and ORS 79.0407 (UCC 9-407. Restrictions on creation or enforcement of security interest in leasehold interest or in lessor's residual interest):
(a) If a transfer is made that is made an event of default under a lease agreement, the party to the lease contract not making the transfer has the rights and remedies described in ORS 72A.5010 (Default) (2), unless the party waives the default or otherwise agrees; or
(b) If paragraph (a) of this subsection is not applicable and a transfer is made that is prohibited under a lease agreement or that materially impairs the prospect of obtaining return performance by, materially changes the duty of, or materially increases the burden or risk imposed on, the other party to the lease contract, then, unless the party not making the transfer agrees at any time to the transfer in the lease contract or otherwise, and except as limited by contract:
(A) The transferor is liable to the party not making the transfer for damages caused by the transfer to the extent that the damages could not reasonably be prevented by the party not making the transfer; and
(B) A court having jurisdiction may grant other appropriate relief, including cancellation of the lease contract or an injunction.
(5) A transfer of "the lease" or of "all my rights under the lease" or a transfer in similar general terms is a transfer of rights, and unless the language or the circumstances indicate the contrary, as in a transfer for security, the transfer is a delegation of duties by the transferor to the transferee. Acceptance by the transferee constitutes a promise by the transferee to perform those duties. The promise is enforceable by either the transferor or the other party to the lease contract.
(6) Unless otherwise agreed by the lessor and the lessee, a delegation of performance does not relieve the transferor as against the other party of any duty to perform or of any liability for default.
(7) In a consumer lease, to prohibit the transfer of an interest of a party under the lease contract or to make a transfer an event of default, the language must be specific, by a writing, and conspicuous. [1989 c.676 §33; 1993 c.646 §4; 2001 c.445 §142]
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