ORS 78.1080
Warranties in direct holding

(1)

A person that transfers a certificated security to a purchaser for value warrants to the purchaser, and an indorser, if the transfer is by indorsement, warrants to any subsequent purchaser, that:

(a)

The certificate is genuine and has not been materially altered;

(b)

The transferor or indorser does not know of any fact that might impair the validity of the security;

(c)

There is no adverse claim to the security;

(d)

The transfer does not violate any restriction on transfer;

(e)

If the transfer is by indorsement, the indorsement is made by an appropriate person, or if the indorsement is by an agent, the agent has actual authority to act on behalf of the appropriate person; and

(f)

The transfer is otherwise effective and rightful.

(2)

A person that originates an instruction for registration of transfer of an uncertificated security to a purchaser for value warrants to the purchaser that:

(a)

The instruction is made by an appropriate person, or if the instruction is by an agent, the agent has actual authority to act on behalf of the appropriate person;

(b)

The security is valid;

(c)

There is no adverse claim to the security; and

(d)

At the time the instruction is presented to the issuer:

(A)

The purchaser will be entitled to the registration of transfer;

(B)

The transfer will be registered by the issuer free from all liens, security interests, restrictions and claims other than those specified in the instruction;

(C)

The transfer will not violate any restriction on transfer; and

(D)

The requested transfer will otherwise be effective and rightful.

(3)

A person that transfers an uncertificated security to a purchaser for value and does not originate an instruction in connection with the transfer warrants that:

(a)

The uncertificated security is valid;

(b)

There is no adverse claim to the security;

(c)

The transfer does not violate any restriction on transfer; and

(d)

The transfer is otherwise effective and rightful.

(4)

A person who indorses a security certificate warrants to the issuer that:

(a)

There is no adverse claim to the security; and

(b)

The indorsement is effective.

(5)

A person who originates an instruction for registration of transfer of an uncertificated security warrants to the issuer that:

(a)

The instruction is effective; and

(b)

At the time the instruction is presented to the issuer, the purchaser will be entitled to the registration of transfer.

(6)

A person who presents a certificated security for registration of transfer or for payment or exchange warrants to the issuer that the person is entitled to the registration, payment or exchange, but a purchaser for value and without notice of adverse claims to whom transfer is registered warrants only that the person has no knowledge of any unauthorized signature in a necessary indorsement.

(7)

If a person acts as agent in delivering a certificated security to a purchaser, the identity of the principal was known to the person to whom the certificate was delivered and the certificate delivered by the agent was received by the agent from the principal or received by the agent from another person at the direction of the principal, the person delivering the security certificate warrants only that the delivering person has authority to act for the principal and does not know of any adverse claim to the certificated security.

(8)

A secured party who redelivers a security certificate received, or after payment and on order of the debtor delivers the security certificate to another person, makes only the warranties of an agent under subsection (7) of this section.

(9)

Except as otherwise provided in subsection (7) of this section, a broker acting for a customer makes to the issuer and a purchaser the warranties provided in subsections (1) to (6) of this section. A broker that delivers a security certificate to its customer, or causes its customer to be registered as the owner of an uncertificated security, makes to the customer the warranties provided in subsection (1) or (2) of this section, and has the rights and privileges of a purchaser under this section. The warranties of and in favor of the broker acting as an agent are in addition to applicable warranties given by and in favor of the customer. [1985 c.676 §78.1080 (Warranties in direct holding); 1995 c.328 §8]

Source: Section 78.1080 — Warranties in direct holding, https://www.­oregonlegislature.­gov/bills_laws/ors/ors078.­html.

78.1010
Short title 78.1020
Definitions and index of definitions 78.1030
Rules for determining whether certain obligations and interests are securities or financial assets 78.1040
Acquisition of security or financial asset or interest therein 78.1050
Notice of adverse claim 78.1060
Control 78.1070
Whether indorsement, instruction or entitlement order is effective 78.1080
Warranties in direct holding 78.1090
Warranties in indirect holding 78.1100
Applicability 78.1110
Clearing corporation rules 78.1120
Creditor’s legal process 78.1130
Statute of frauds inapplicable 78.1140
Evidentiary rules concerning certificated securities 78.1150
Securities intermediary and others not liable to adverse claimant 78.1160
Securities intermediary as purchaser for value 78.2010
“Issuer.” 78.2020
Terms of security 78.2030
Staleness as notice of defects or defenses 78.2040
Effect of issuer’s restriction on transfer 78.2050
Effect of unauthorized signature on security certificate 78.2060
Completion or alteration of security certificate 78.2070
Rights of issuer with respect to registered owners 78.2080
Effect of signature of authenticating trustee, registrar or transfer agent 78.2090
Issuer’s lien 78.2100
Overissue 78.3010
Delivery 78.3020
Rights of purchaser 78.3030
“Protected purchaser.” 78.3040
Indorsement 78.3050
Instruction 78.3060
Effect of guaranteeing signature, indorsement or instruction 78.3070
Purchaser’s rights to requisites for registration of transfer 78.4010
Duty of issuer to register transfer 78.4020
Assurance that indorsement or instruction is effective 78.4030
Demand that issuer not register transfer 78.4040
Wrongful registration 78.4050
Replacement of lost, destroyed or wrongfully taken security certificate 78.4060
Obligation to notify issuer of lost, destroyed or wrongfully taken security certificate 78.4070
Authenticating trustee, transfer agent and registrar 78.5010
Securities account 78.5020
Assertion of adverse claim against entitlement holder 78.5030
Property interest of entitlement holder in financial asset held by securities intermediary 78.5040
Duty of securities intermediary to maintain financial asset 78.5050
Duty of securities intermediary with respect to payments and distributions 78.5060
Duty of securities intermediary to exercise rights as directed by entitlement holder 78.5070
Duty of securities intermediary to comply with entitlement order 78.5080
Duty of securities intermediary to change entitlement holder’s position to other form of security holding 78.5090
Specification of duties of securities intermediary by other statute or regulation 78.5100
Rights of purchaser of security entitlement from entitlement holder 78.5110
Priority among security interests and entitlement holders
Green check means up to date. Up to date

Current through early 2024

§ 78.1080’s source at oregon​.gov