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Ohio Laws and Rules
As used in Chapters 1301., 1302., 1303., 1304., 1305., 1307., 1308., 1309., and 1310. of the Revised Code, unless the context otherwise requires, and subject to additional definitions contained in those chapters:
(A) “Action” in the sense of a judicial proceeding includes recoupment, counterclaim, set-off, suit in equity, and any other proceedings in which rights are determined.
(B) “Aggrieved party” means a party entitled to resort to a remedy.
(C) “Agreement” means the bargain of the parties in fact as found in their language or by implication from other circumstances, including course of dealing, usage of trade, or course of performance as provided in sections 1301.11 and 1302.11 of the Revised Code. Whether an agreement has legal consequences is determined by Chapters 1301., 1302., 1303., 1304., 1305., 1307., 1308., 1309., and 1310. of the Revised Code, if applicable; otherwise by the law of contracts.
(D) “Bank” means any person engaged in the business of banking.
(E) “Bearer” means the person in possession of an instrument, document of title, or certificated security payable to bearer or endorsed in blank.
(F) “Bill of lading” means a document evidencing the receipt of goods for shipment issued by a person engaged in the business of transporting or forwarding goods, and includes an airbill. “Airbill” means a document serving for air transportation as a bill of lading does for marine or rail transportation, and includes an air consignment note or air waybill.
(G) “Branch” includes a separately incorporated foreign branch of a bank.
(H) “Burden of establishing” a fact means the burden of persuading the triers of fact that the existence of the fact is more probable than its nonexistence.
(I) “Buyer in ordinary course of business” means a person who 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 who 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 the 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 Chapter 1302. of the Revised Code may be a buyer in ordinary course of business. A person who acquires goods in a transfer in bulk or as security for or in total or partial satisfaction of a money debt is not a buyer in the ordinary course of business.
(J) A term or clause is “conspicuous” when it is so written that a reasonable person against whom it is to operate ought to have noticed it. A printed heading in capitals (as: NONNEGOTIABLE BILL OF LADING) is “conspicuous.” Language in the body of a form is “conspicuous” if it is in larger or other contrasting type or color. In a telegram, any stated term is “conspicuous.” Whether a term or clause is “conspicuous” is for decision by the court.
(K) “Contract” means the total legal obligation that results from the parties’ agreement as affected by Chapters 1301., 1302., 1303., 1304., 1305., 1307., 1308., 1309., and 1310. of the Revised Code, and any other applicable rules of law.
(L) “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.
(M) “Defendant” includes a person in the position of defendant in cross-action or counterclaim.
(N) “Delivery” with respect to instruments, documents of title, chattel paper, or certificated securities means voluntary transfer of possession.
(O) “Document of title” includes a bill of lading, dock warrant, dock receipt, warehouse receipt, or order for the delivery of goods, and any other document that in the regular course of business or financing is treated as adequately evidencing that the person in possession of it is entitled to receive, hold, and dispose of the document and the goods it covers. To be a document of title, a document must purport to be issued by or addressed to a bailee and purport to cover goods in the bailee’s possession that are either identified or are fungible portions of an identified mass.
(P) “Fault” means wrongful act, omission, or breach.
(Q) “Fungible” with respect to goods or securities means goods or securities of which any unit is, by nature or usage of trade, the equivalent of any other like unit. Goods that are not fungible are fungible for the purposes of Chapters 1301., 1302., 1303., 1304., 1305., 1307., 1308., 1309., and 1310. of the Revised Code to the extent that under a particular agreement or document unlike units are treated as equivalents.
(R) “Genuine” means free of forgery or counterfeiting.
(S) “Good faith” means honesty in fact in the conduct or transaction concerned.
(T)(1) “Holder” with respect to a negotiable instrument means either of the following:
(a) If the instrument is payable to bearer, a person who is in possession of the instrument;
(b) If the instrument is payable to an identified person, the identified person when in possession of the instrument.
(2) “Holder” with respect to a document of title means the person in possession if the goods are deliverable to bearer or to the order of the person in possession.
(U) To “honor” is to pay or to accept and pay, or where a creditor so engages to purchase or discount a draft complying with the terms of the credit.
(V) “Insolvency proceedings” include any assignment for the benefit of the creditors or other proceedings intended to liquidate or rehabilitate the estate of the person involved.
(W) A person is “insolvent” who either has ceased to pay the person’s debts in the ordinary course of business or cannot pay the person’s debts as they become due or is insolvent within the meaning of the federal bankruptcy law.
(X) “Money” means a medium of exchange authorized or adopted by a domestic or foreign government and includes a monetary unit of account established by an intergovernmental organization or by agreement between two or more nations.
(Y) A person has “notice” of a fact when any of the following applies:
(1) The person has actual knowledge of it.
(2) The person has received a notice or notification of it.
(3) From all the facts and circumstances known to the person at the time in question, the person has reason to know that it exists.
A person “knows” or has “knowledge” of the fact when the person has actual knowledge of it. “Discover” or “learn” or a word or phrase of similar import refers to knowledge rather than to reason to know. The time and circumstances under which a notice or notification may cease to be effective are not determined by this section.
(Z) A person “notifies” or “gives” a notice or notification to another person by taking the steps that may be reasonably required to inform the other person in ordinary course, whether or not the other person actually comes to know of it. A person “receives” a notice or notification when either of the following applies:
(1) It comes to the person’s attention.
(2) It is duly delivered at the place of business through which the contract was made or at any other place held out by the person as the place for receipt of such communications.
(AA) Notice, knowledge, or a notice or notification received by an organization is effective for a particular transaction from the time when it is brought to the attention of the individual conducting that transaction, and in any event from the time when 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 routine. Due diligence does not require an individual acting for the organization to communicate information unless that communication is part of the individual’s regular duties or unless the individual has reason to know of the transaction and that the transaction would be materially affected by the information.
(BB) “Organization” includes a corporation, government, governmental subdivision or agency, business trust, estate, trust, partnership, or association, two or more persons having a joint or common interest, or any other legal or commercial entity.
(CC) “Party,” as distinct from “third party,” means a person who has engaged in a transaction or made an agreement within Chapters 1301., 1302., 1303., 1304., 1305., 1307., 1308., 1309., and 1310. of the Revised Code.
(DD) “Person” includes an individual or an organization.
(EE) “Presumption” or “presumed” means that the trier of fact must find the existence of the fact presumed unless and until evidence is introduced that would support a finding of its nonexistence.
(FF) “Purchase” includes taking by sale, discount, negotiation, mortgage, pledge, lien, security interest, issue or reissue, gift, or any other voluntary transaction creating an interest in property.
(GG) “Purchaser” means a person who takes by purchase.
(HH) “Remedy” means any remedial right to which an aggrieved party is entitled with or without resort to a tribunal.
(II) “Representative” includes an agent, an officer of a corporation or association, a trustee, executor, or administrator of an estate, or any other person empowered to act for another.
(JJ) “Rights” includes remedies.
(KK)(1) “Security interest” means an interest in personal property or fixtures that secures payment or performance of an obligation. “Security interest” also 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 Chapter 1309. of the Revised Code. The special property interest of a buyer of goods on identification of those goods to a contract for sale under section 1302.42 of the Revised Code is not a security interest, but a buyer also may acquire a security interest by complying with Chapter 1309. of the Revised Code. Except as otherwise provided in section 1302.49 of the Revised Code, the right of a seller or lessor of goods under Chapter 1302. or 1310. of the Revised Code is not a security interest, but a seller or lessor also may acquire a security interest by complying with Chapter 1309. of the Revised Code. The retention or reservation of title by a seller of goods notwithstanding shipment or delivery to the buyer under section 1302.42 of the Revised Code is limited to a reservation of a security interest. A lease-purchase agreement as defined in division (F) of section 1351.01 of the Revised Code shall never be intended as security.
(2) Whether a transaction, other than a lease-purchase agreement as defined in division (F) of section 1351.01 of the Revised Code, creates a lease or security interest is determined by the facts of each case; however, a transaction creates a security interest if the consideration 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 not subject to termination by the lessee and if any of the following applies:
(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 nominal additional consideration upon compliance with the lease agreement.
(d) The lessee has an option to become the owner of the goods for no additional consideration or nominal additional consideration upon compliance with the lease agreement.
(3) A transaction does not create a security interest merely because it provides any of the following:
(a) That 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) That the lessee assumes risk of loss of the goods or agrees to pay taxes, insurance, filing, recording, or registration fees, or service or maintenance costs with respect to the goods;
(c) That the lessee has an option to renew the lease or to become the owner of the goods;
(d) That 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;
(e) That 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) For purposes of division (KK) of this section, all of the following apply:
(a) Additional consideration is not nominal if, 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, 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. 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.
(b) “Reasonably predictable” and “remaining economic life of the goods” are to be determined with reference to the facts and circumstances at the time the parties entered into the transaction.
(c) “Present value” means the amount as of a date certain of one or more sums payable in the future, discounted to the date certain. The discount is determined by the interest rate specified by the parties if the rate is not manifestly unreasonable at the time the parties entered into the transaction. Otherwise, the discount is determined by a commercially reasonable rate that takes into account the facts and circumstances of each case at the time the parties entered into the transaction.
(LL) “Send” in connection with any writing or notice means to deposit in the mail or deliver for transmission by any other usual means of communication with postage or cost of transmission provided for and properly addressed and in the case of an instrument to an address specified on it or otherwise agreed, or if there be none to any address reasonable under the circumstances. The receipt of any writing or notice within the time at which it would have arrived if properly sent has the effect of a proper sending.
(MM) “Signed” includes any symbol executed or adopted by a party with present intention to authenticate a writing.
(NN) “Surety” includes guarantor.
(OO) “Telegram” includes a message transmitted by radio, teletype, cable, any mechanical method of transmission, or the like.
(PP) “Term” means that portion of an agreement which relates to a particular matter.
(QQ) “Unauthorized” signature means one made without actual, implied, or apparent authority and includes a forgery.
(RR) Except as otherwise provided with respect to negotiable instruments and bank collections under sections 1303.32, 1304.20, and 1304.21 of the Revised Code, a person gives “value” for rights if the person acquires them in any of the following manners:
(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 pursuant to a preexisting contract for purchase;
(4) Generally, in return for any consideration sufficient to support a simple contract.
(SS) “Warehouse receipt” means a written or electronic receipt issued by a person engaged in the business of storing goods for hire.
(TT) “Written” or “writing” includes printing, typewriting, or any other intentional reduction to tangible form.
Effective Date: 07-01-2001
(A) Chapters 1301., 1302., 1303., 1304, 1305., 1307., 1308., 1309., and 1310. of the Revised Code shall be liberally construed and applied to promote their underlying purposes and policies.
(B) Underlying purposes and policies of those chapters are the following:
(1) To simplify, clarify, and modernize the law governing commercial transactions;
(2) To permit the continued expansion of commercial practices through custom, usage, and agreement of the parties;
(3) To make uniform the law among the various jurisdictions.
(C) The effect of the provisions of Chapters 1301., 1302., 1303., 1304., 1305., 1307., 1308., 1309., and 1310. of the Revised Code may be varied by agreement, except as otherwise provided in those chapters and except that the obligations of good faith, diligence, reasonableness, and care prescribed by those chapters may not be disclaimed by agreement, but the parties by agreement may determine the standards by which the performance of those obligations is to be measured if the standards are not manifestly unreasonable.
(D) The presence in certain provisions of those chapters of the words “unless otherwise agreed” or words of similar import does not imply that the effect of other provisions may not be varied by agreement under division (C) of this section.
Effective Date: 08-15-1996
Unless displaced by the particular provisions of Chapters 1301., 1302., 1303., 1304., 1305., 1307., 1308., 1309., and 1310. of the Revised Code, the principals 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, or other validating or invalidating cause shall supplement their provisions.
Effective Date: 08-15-1996
Chapters 1301., 1302., 1303., 1304., 1305., 1307., 1308., 1309., and 1310. of the Revised Code being intended as a unified coverage of its subject matter, no part of it shall be impliedly repealed by subsequent legislation if that construction can reasonably be avoided.
Effective Date: 08-15-1996
(A) Except as otherwise 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 the other state or nation shall govern their rights and duties. In the absence of an agreement of that nature, Chapters 1301., 1302., 1303., 1304., 1305., 1307., 1308., 1309., and 1310. of the Revised Code apply to transactions bearing an appropriate relation to this state.
(B) Where one of the following provisions of Chapters 1301., 1302., 1303., 1304., 1305., 1307., 1308., 1309., and 1310. of the Revised Code specifies the applicable law, that provision governs and a contrary agreement is effective only to the extent permitted by the law, including the conflict of laws rules, so specified:
(1) Rights of creditors against sold goods, as provided in section 1302.43 of the Revised Code;
(2) Applicability of sections 1304.01 to 1304.40 of the Revised Code, as provided in section 1304.02 of the Revised Code;
(3) Fund transfers under sections 1304.51 to 1304.85 of the Revised Code, as provided in section 1304.85 of the Revised Code;
(4) Choice of law as to letters of credit under section 1305.15 of the Revised Code;
(5) Applicability of Chapter 1308. of the Revised Code, as provided in section 1308.05 of the Revised Code;
(6) Perfection provisions, including the effect of perfection or nonperfection, and the priority of security interests and agricultural liens of sections 1309.301 to 1309.307 of the Revised Code;
(7) Applicability of sections 1310.01 to 1310.78 of the Revised Code, as provided in sections 1310.03 and 1310.04 of the Revised Code.
Effective Date: 07-01-2001
(A) The remedies provided by Chapters 1301., 1302., 1303., 1304., 1305., 1307., 1308., 1309., and 1310. of the Revised Code shall 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 neither consequential or special nor penal damages may be had except as specifically provided in those chapters or by other rule of law.
(B) Any right or obligation declared by Chapters 1301., 1302., 1303., 1304., 1305., 1307., 1308., 1309., and 1310. of the Revised Code is enforceable by action unless the provision declaring it specifies a different and limited effect.
Effective Date: 08-15-1996
Any claim or right arising out of an alleged breach can be discharged in whole or in part without consideration by a written waiver or renunciation signed and delivered by the aggrieved party.
Effective Date: 07-01-1962
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 shall be prima facie evidence of its own authenticity and genuineness and of the facts stated in the document by the third party.
Effective Date: 07-01-1962
Every contract or duty within Chapters 1301., 1302., 1303., 1304., 1305., 1307., 1308., 1309., and 1310. of the Revised Code imposes an obligation of good faith in its performance or enforcement.
Effective Date: 08-15-1996
(A) Whenever Chapters 1301., 1302., 1303., 1304., 1305., 1307., 1308., 1309., and 1310. of the Revised Code require any action to be taken within a reasonable time, any time that is not manifestly unreasonable may be fixed by agreement.
(B) What is a reasonable time for taking any action depends on the nature, purpose, and circumstances of that action.
(C) An action is taken “seasonably” when it is taken at or within the time agreed or, if no time is agreed, at or within a reasonable time.
Effective Date: 08-15-1996
(A) A course of dealing is a sequence of previous conduct between the parties to a particular transaction which is fairly to be regarded as establishing a common basis of understanding for interpreting their expressions and other conduct.
(B) 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 it will be observed with respect to the transaction in question. The existence and scope of such a usage are to be proved as facts. If it is established that such a usage is embodied in a written trade code or similar writing, the interpretation of the writing is for the court.
(C) A course of dealing between parties and any usage of trade in the vocation or trade in which they are engaged or of which they are or should be aware give particular meaning to and supplement or qualify terms of an agreement.
(D) The express terms of an agreement and an applicable course of dealing or usage of trade shall be construed wherever reasonable as consistent with each other; but when such construction is unreasonable express terms control both course of dealing and usage of trade and course of dealing controls usage of trade.
(E) An applicable usage of trade in the place where any part of performance is to occur shall be used in interpreting the agreement as to that part of the performance.
(F) Evidence of a relevant usage of trade offered by one party is not admissible unless and until he has given the other party such notice as the court finds sufficient to prevent unfair surprise to the latter.
Effective Date: 07-01-1962
(A) Except in the cases described in division (B) of this section a contract for the sale of personal property is not enforceable by way of action or defense beyond five thousand dollars in amount or value of remedy unless there is some writing which indicates that a contract for sale has been made between the parties at a defined or stated price, reasonably identifies the subject matter, and is signed by the party against whom enforcement is sought or by that party’s authorized agent.
(B) Division (A) of this section does not apply to contracts for the sale of goods, section 1302.04 of the Revised Code, nor of securities, section 1308.07 of the Revised Code, nor to security agreements, sections 1309.201 and 1309.203 of the Revised Code.
Effective Date: 07-01-2001
(A) A party who, 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.
(B) Division (A) of this section does not apply to an accord and satisfaction.
Effective Date: 08-19-1994
A term providing that one party or his successor in interest may accelerate payment or performance or require collateral or additional collateral “at will” or “when he deems himself insecure” or in words of similar import shall be construed to mean that he shall have power to do only if he 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 whom the power has been exercised.
Effective Date: 07-01-1962
Transactions validly entered into before July 1, 1962, and the rights, duties, and interests flowing from them remain valid after that date and may be terminated, completed, consummated, or enforced as required or permitted by any statute or other law amended or repealed by Amended Senate Bill No. 5 of the 104th General Assembly as though that repeal or amendment had not occurred.
Instruments, documents, or notices filed prior to July 1, 1962, in accordance with the law at the time of the filings shall be deemed to be filed under Chapters 1301., 1302., 1304., 1305., 1307., 1308., 1309., and 1310. of the Revised Code as of the original date or filing and may be continued or terminated as provided in those chapters.
Effective Date: 08-15-1996
No person shall sell, offer for sale, or install for use any new grain-drying equipment unless the equipment is labeled or accompanied by an operator’s manual to indicate its energy usage to the prospective purchaser of the equipment. Whoever violates this section is guilty of a minor misdemeanor.
Effective Date: 08-07-1978
Effective Date: 09-25-1989
No person shall sell, offer for sale, or install for use any new central air conditioner, refrigerator- freezer, freezer, kitchen range or oven, dishwasher, clothes washer, clothes dryer, furnace, room air conditioner, television set, humidifier, home heating equipment other than furnaces, or other consumer product subject to an energy efficiency standard promulgated under section 325 of the “Energy Policy and Conservation Act,” 89 Stat. 923, 42 U.S.C. 6295, as amended, that is not in compliance with applicable standards promulgated under that section. This section does not apply to the sale, offering for sale, or installation of any such category of consumer product for which no applicable energy efficiency standard has been promulgated pursuant to such federal act. Whoever violates this section is guilty of a minor misdemeanor on a first offense, and on subsequent offenses is guilty of a misdemeanor of the first degree.
Effective Date: 09-09-1982
Effective Date: 07-01-1962
(A) As used in this section:
(1) “Contract of indebtedness” means a note, bond, mortgage, conditional sale contract, retail installment contract, lease, security agreement, or other written evidence of indebtedness, other than indebtedness incurred for purposes that are primarily personal, family, or household.
(2) “Commitment to pay attorneys’ fees” means an obligation to pay attorneys’ fees that arises in connection with the enforcement of a contract of indebtedness.
(3) “Maturity of the debt” includes maturity upon default or otherwise.
(B) If a contract of indebtedness includes a commitment to pay attorneys’ fees, and if the contract is enforced through judicial proceedings or otherwise after maturity of the debt, a person that has the right to recover attorneys’ fees under the commitment, at the option of that person, may recover attorneys’ fees in accordance with the commitment, to the extent that the commitment is enforceable under divisions (C) and (D) of this section.
(C) A commitment to pay attorneys’ fees is enforceable under this section only if the total amount owed on the contract of indebtedness at the time the contract was entered into exceeds one hundred thousand dollars.
(D) A commitment to pay attorneys’ fees is enforceable only to the extent that it obligates payment of a reasonable amount. In determining the amount of attorneys’ fees that is reasonable, all relevant factors shall be considered, including but not limited to, the nature of the services rendered, the time expended in rendering the services, the amount of money and the value of the property affected, and the professional skill and expertise of the attorney or attorneys rendering the services. Unless a court has been requested to make a determination of the amount of attorneys’ fees that is reasonable and finds to the contrary by a preponderance of the evidence, the following are deemed reasonable amounts:
(1) If the commitment to pay attorneys’ fees is based upon a specific percentage of the total principal, interest, and other charges owed on the contract of indebtedness, the percentage of the total so owed as specified in the contract of indebtedness;
(2) If the commitment to pay attorneys’ fees is not based upon a specific percentage of the total principal, interest, and other charges owed on the contract of indebtedness, an amount equal to the attorneys’ fees customarily charged by the attorney or attorneys rendering the services.
Effective Date: 05-11-2000
Effective Date: 07-01-1962