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| Home > Statutes > Usa Oregon |
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USA Statutes : oregon
Title : TITLE 08 COMMERCIAL TRANSACTIONS
Chapter : Chapter 81 Tender and Receipts; Choice of Law for Contracts
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An
offer in writing to pay a particular sum of money or to deliver a written
instrument or specific personal property is, if not accepted, equivalent
to the actual production and tender of the money, instrument or property. The person to whom a tender is made
shall at that time specify any objection the person may have to the
money, instrument or property or the person shall be deemed to have
waived it; and if the objection is to the amount of money, the terms of
the instrument or the amount or kind of property, the person must specify
the amount, terms or kind which the person requires or be precluded from
objecting afterwards.Whoever pays money or delivers an instrument or property is
entitled to a receipt therefor from the person to whom the payment or
delivery is made, and may demand a proper signature to such receipt as a
condition of the payment or delivery. For the purposes of
ORS 81.100 to 81.135:
(1) “Law” means any rule of general legal applicability adopted by
a state, whether that rule is domestic or foreign and whether derived
from international law, a constitution, statute, other publicly adopted
measure or published judicial precedent. Except for references to the law
of Oregon, “law” does not include rules governing choice of law.
(2) “State” means the United States, any state of the United
States, any territory, possession or other jurisdiction of the United
States, any Indian tribe, other Native American group or Native Hawaiian
group that is recognized by federal law or formally acknowledged by a
state of the United States, and any foreign country, including any
territorial subdivision or other entity with its own system of laws.
[2001 c.164 §1](Applicability)ORS 81.100 to 81.135 govern the choice of law
applicable to any contract, or part of a contract, when a choice between
the laws of different states is at issue. ORS 81.100 to 81.135 do not
apply if another Oregon statute expressly designates the law applicable
to the contract or part of a contract. ORS 81.100 to 81.135 do not apply
to any contract in which one of the parties is a financial institution,
as defined by 15 U.S.C. 6827, as in effect on January 1, 2002. [2001
c.164 §2](Contracts Governed by Oregon Law)
Notwithstanding any other provision of ORS 81.100 to 81.135, but subject
to the limitations on applicability imposed by ORS 81.102, the law of
Oregon applies to the following contracts:
(1) A contract for services to be rendered in Oregon, or for goods
to be delivered in Oregon, if Oregon or any of its agencies or
subdivisions is a party to the contract. The application of Oregon’s law
pursuant to this subsection may be waived by a person authorized by
Oregon’s law to make the waiver.
(2) A contract for construction work to be performed primarily in
Oregon.
(3) A contract of employment for services to be rendered primarily
in Oregon by a resident of Oregon.
(4)(a) A consumer contract, if:
(A) The consumer is a resident of Oregon at the time of
contracting; and
(B) The consumer’s assent to the contract is obtained in Oregon, or
the consumer is induced to enter into the contract in substantial measure
by an invitation or advertisement in Oregon.
(b) For the purposes of this subsection, a consumer contract is a
contract for the supply of goods or services that are designed primarily
for personal, familial or household use. [2001 c.164 §3](Rules Governing Form of Contract, Capacity to Contract and Consent) A contract is valid as to form if the
contract meets the requirements prescribed either by the law chosen by
the parties under ORS 81.120 and 81.125, the law applicable under ORS
81.105, 81.130 or 81.135, or the law of the state from which any party or
the party’s agent has assented to the contract unless that state has no
other connection to the parties or the transaction. [2001 c.164 §4] (1) A party has the capacity to enter
into a contract if the party has that capacity under the law of the state
in which the party resides or the law applicable to this issue under ORS
81.105, 81.130 or 81.135.
(2) A party that lacks capacity to enter into a contract under the
law of the state in which the party resides may assert that incapacity
against a party that knew or should have known of the incapacity at the
time the parties entered into the contract. If a party establishes lack
of capacity in the manner provided by this subsection, the consequences
of the party’s incapacity are governed by the law of the state in which
the incapable party resides. [2001 c.164 §5] (1) A party has consented to a contract if the law
applicable under ORS 81.105, 81.130 or 81.135 so provides.
(2) In a consumer contract or employment contract, the consumer or
employee whose assent to a contract was obtained in the state of the
party’s residence, or whose conduct leading to the contract was primarily
confined to that state, may invoke the law of that state to establish
that the party did not consent to the contract or that the consent was
not valid by reason of fraud or duress. [2001 c.164 §6](Choice of Law Made by Parties) (1) Except as specifically
provided by ORS 81.105, 81.110, 81.112, 81.115 or 81.125, the contractual
rights and duties of the parties are governed by the law or laws that the
parties have chosen. The choice of law may extend to the entire contract
or to part of a contract.
(2) The choice of law must be express or clearly demonstrated from
the terms of the contract. In a standard-form contract drafted primarily
by only one of the parties, any choice of law must be express and
conspicuous.
(3) The choice of law may be made or modified after the parties
enter into the contract. Any choice of law made or modified after the
parties enter into the contract must be by express agreement.
(4) Unless the parties provide otherwise, a choice of law or
modification of that choice operates retrospectively to the time the
parties entered into the contract. Retrospective operation under the
provisions of this subsection may not prejudice the rights of third
parties. [2001 c.164 §7] (1) The law chosen
by the parties pursuant to ORS 81.120 does not apply to the extent that
its application would:
(a) Require a party to perform an act prohibited by the law of the
state where the act is to be performed under the contract;
(b) Prohibit a party from performing an act required by the law of
the state where it is to be performed under the contract; or
(c) Contravene an established fundamental policy embodied in the
law that would otherwise govern the issue in dispute under ORS 81.130.
(2) For purposes of subsection (1)(c) of this section, an
established policy is fundamental only if the policy reflects objectives
or gives effect to essential public or societal institutions beyond the
allocation of rights and obligations of parties to a contract at issue.
[2001 c.164 §8](Law Applicable in Absence of Effective Choice by Parties) To the extent that an effective choice of law
has not been made by the parties pursuant to ORS 81.120 or 81.125, or is
not prescribed by ORS 81.105, 81.110, 81.112, 81.115 or 81.135, the
rights and duties of the parties with regard to an issue in a contract
are governed by the law, in light of the multistate elements of the
contract, that is the most appropriate for a resolution of that issue.
The most appropriate law is determined by:
(1) Identifying the states that have a relevant connection with the
transaction or the parties, such as the place of negotiation, making,
performance or subject matter of the contract, or the domicile, habitual
residence or pertinent place of business of a party;
(2) Identifying the policies underlying any apparently conflicting
laws of these states that are relevant to the issue; and
(3) Evaluating the relative strength and pertinence of these
policies in:
(a) Meeting the needs and giving effect to the policies of the
interstate and international systems; and
(b) Facilitating the planning of transactions, protecting a party
from undue imposition by another party, giving effect to justified
expectations of the parties concerning which state’s law applies to the
issue and minimizing adverse effects on strong legal policies of other
states. [2001 c.164 §9](Presumptive Rules) (1) To
the extent that an effective choice of law has not been made by the
parties pursuant to ORS 81.120 or 81.125, or is not prescribed by ORS
81.105, 81.110, 81.112 or 81.115, contracts described in subsection (2)
of this section are governed by the law of the state specified in
subsection (2) of this section unless a party demonstrates that the
application of that law would be clearly inappropriate under the
principles of ORS 81.130.
(2)(a) Contracts involving the occupancy of real property, the land
use of property or the recording of interests in real property are
governed by the law of the state where the property is situated.
(b) Contracts for personal services are governed by the law of the
state where the services are to be primarily rendered pursuant to the
contract.
(c) Contracts for franchises, as defined in ORS 650.005, except for
licensing clauses in such contracts, are governed by the law of the state
where the franchise is to operate pursuant to the contract.
(d) Licensing contracts and licensing clauses in contracts for
franchises, as defined in ORS 650.005, are governed by the law of the
state where the licensor has its place of business or residence with the
closest connection to the transactions between the parties. For purposes
of this subsection, “licensing” means a grant of a privilege, created by
contract, that allows one party, the licensee, to use the property or
right of another party, the licensor.
(e) Agency contracts are governed by the law of the state where the
agent’s duties are to be primarily performed. [2001 c.164 §10]
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