ORS 79.0403¹
UCC 9-403. Agreement not to assert defenses against assignee

(1) As used in this section, "value" has the meaning provided in ORS 73.0303 (Value and consideration) (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 against the assignor is enforceable by an assignee that takes an assignment:

(a) For value;

(b) In good faith;

(c) Without notice of a claim of a property or possessory right to the property assigned; and

(d) Without notice of a defense or claim in recoupment of the type that may be asserted against a person entitled to enforce a negotiable instrument under ORS 73.0305 (Defenses and claims in recoupment) (1).

(3) Subsection (2) of this section does not apply to defenses of a type that may be asserted against a holder in due course of a negotiable instrument under ORS 73.0305 (Defenses and claims in recoupment) (2).

(4) In a consumer transaction, if a record evidences the account debtor’s obligation, law other than this chapter requires that the record include a statement to the effect that the rights of an assignee are subject to claims or defenses that the account debtor could assert against the original obligee, and the record does not include such a statement:

(a) The record has the same effect as if the record included such a statement; and

(b) The account debtor may assert against an assignee those claims and defenses that would have been available if the record included such a statement.

(5) This section is subject to law other than this chapter which establishes a different rule for an account debtor who is an individual and who incurred the obligation primarily for personal, family, or household purposes.

(6) Except as otherwise provided in subsection (4) of this section, this section does not displace law other than this chapter which gives effect to an agreement by an account debtor not to assert a claim or defense against an assignee. [2001 c.445 §65]

Chapter 79

Note

Subject sec­tions all sub­se­quently renumbered or repealed

Notes of Decisions

The require­ments of this chapter necessary to grant the peti­tioner a security interest in the first net proceeds were satisfied. Great W. Nat. Bank v. Hill, 27 Or App 893, 557 P2d 1367 (1976), Sup Ct review denied

This chapter applies to the assign­ment of proceeds of a pending lawsuit. Great W. Nat. Bank v. Hill, 27 Or App 893, 557 P2d 1367 (1976), Sup Ct review denied

Where lease instru­ment covering farm tractor re­quired lessee to be responsible for taxes and insurance, to bear risk of loss and excluded warranties of fitness and merchantability; at end of lease period fair market wholesale value of tractor would be substantially less than actual estimated value; and common practice was for lessees to purchase tractors for anticipated fair market wholesale value, instru­ment was security agree­ment governed by this chapter. Appleway Leasing Inc., v. Wilken, 39 Or App 43, 591 P2d 382 (1979)

Clear and unequivocal ac­tions manifesting party's intent to waive may be proved by parol and circumstantial evidence as well as by direct testimony. Bank of Eastern Oregon v. Griffith, 101 Or App 528, 792 P2d 1210 (1990)

Law Review Cita­tions

12 WLJ 207-264 (1976); 16 WLR 755 (1980); 75 OLR 493 (1996)

1 Legislative Counsel Committee, CHAPTER 79—Secured Transactions, https://­www.­oregonlegislature.­gov/­bills_laws/­Archive/­2007ors79.­pdf (2007) (last ac­cessed Feb. 12, 2009).
 
2 Legislative Counsel Committee, Annotations to the Oregon Revised Stat­utes, Cumulative Supplement - 2007, Chapter 79, https://­www.­oregonlegislature.­gov/­bills_laws/­ors/­079ano.­htm (2007) (last ac­cessed Feb. 12, 2009).
 
3 OregonLaws.org assembles these lists by analyzing references between Sections. Each listed item refers back to the current Section in its own text. The result reveals relationships in the code that may not have otherwise been apparent. Currency Information