Ohio Revised Code Search

...and count"; improper handling [UCC 7-301] (A) A consignee of a nonnegotiable bill of lading which has given value in good faith, or a holder to which a negotiable bill has been duly negotiated, relying upon the description of the goods in the bill or upon the date shown in the bill, may recover from the issuer damages caused by the misdating of the bill or the nonreceipt or misdescription of the goods, except...

...the bill or other document occurred: (1) The amount it may be required to pay to any person entitled to recover on the bill or other document for the breach, as may be evidenced by any receipt, judgment, or transcript of judgment; and (2) The amount of any expense reasonably incurred by the issuer in defending any action commenced by any person entitled to recover on the bill or other document for the breach.

...or misdelivery, on instructions from: (1) the holder of a negotiable bill; (2) the consignor on a nonnegotiable bill, even if the consignee has given contrary instructions; (3) the consignee on a nonnegotiable bill in the absence of contrary instructions from the consignor, if the goods have arrived at the billed destination or if the consignee is in possession of the tangible bill or in control of the electro...

...terest in the goods and that did not: (1) Deliver or entrust the goods or any document of title covering the goods to the bailor or the bailor's nominee with: (a) Actual or apparent authority to ship, store, or sell; (b) Power to obtain delivery under section 1307.403 of the Revised Code; or (c) Power of disposition under division (C) of section 1309.321 or section 1302.44, 1309.320, 1310.32, or 1310.33 of the...

...ts of the transferee may be defeated: (1) By those creditors of the transferor which could treat the transfer as void under section 1302.43 or 1310.36 of the Revised Code; (2) By a buyer from the transferor in ordinary course of business if the bailee has delivered the goods to the buyer or received notification of the buyer's rights; (3) By a lessee from the transferor in ordinary course of business if the b...

...rity, "issuer" includes a person who: (1) Places or authorizes the placing of its name on a security certificate, otherwise than as authenticating trustee, registrar, transfer agent, or the like, to evidence a share, participation, or other interest in its property or in an enterprise, or to evidence its duty to perform an obligation represented by the certificate; (2) Creates shares, participations, or other inter...

...ithout actual knowledge of it unless: (1) The security is certificated and the restriction is noted conspicuously on the security certificate; or (2) The security is uncertificated and the registered owner has been notified of the restriction. (B) A lien in favor of an issuer upon a certificated security is valid against a purchaser only if the right of the issuer to the lien is noted conspicuously on the security...

...t is incomplete in any other respect: (1) Any person may complete it by filling in the blanks as authorized; and (2) Even if the blanks are incorrectly filled in, the security as completed is enforceable by a purchaser who took it for value and without notice of the incorrectness. (B) A complete security certificate that has been improperly altered, even if fraudulently, remains enforceable, but only according to ...

...otice of the particular defect, that: (1) The certificate is genuine; (2) The person's own participation in the issue of the security is within the person's capacity and within the scope of the authority received by the person from the issuer; and (3) The person has reasonable grounds to believe the certificated security is in the form and within the amount the issuer is authorized to issue. (B) Unless otherwise ...

...rity, or of an interest therein, who: (1) Gives value; (2) Does not have notice of any adverse claim to the security; and (3) Obtains control of the certificated or uncertificated security. (B) In addition to acquiring the rights of a purchaser, a protected purchaser also acquires its interest in the security free of any adverse claim.

...rest therein, under this chapter, if: (1) The person is a purchaser to whom a security is delivered pursuant to section 1308.27 of the Revised Code; or (2) The person acquires a security entitlement to the security pursuant to section 1308.51 of the Revised Code. (B) A person acquires a financial asset, other than a security, or an interest therein, under this chapter, if the person acquires a security entitlement...

... to the securities intermediary that: (1) The entitlement order is made by an appropriate person, or if the entitlement order is by an agent, the agent has actual authority to act on behalf of the appropriate person; and (2) There is no adverse claim to the security entitlement. (B) A person who delivers a security certificate to a securities intermediary for credit to a securities account or originates an instruc...

...ne except a bona fide purchaser, may: (1) Reclaim possession of the certificated security wrongfully transferred; (2) Obtain possession of any new certificated security representing all or part of the same rights; (3) Compel the origination of an instruction to transfer to him or a person designated by him an uncertificated security constituting all or part of the same rights; or (4) Have damages. (B) If the tra...

..., or broker or other agent or bailee: (1) Took the action after it had been served with an injunction, restraining order, or other legal process enjoining it from doing so, issued by a court of competent jurisdiction, and had a reasonable opportunity to act on the injunction, restraining order, or other legal process; or (2) Acted in collusion with the wrongdoer in violating the rights of the adverse claimant; or ...

...egister the transfer as requested if: (1) Under the terms of the security the person seeking registration of transfer is eligible to have the security registered in its name; (2) The indorsement or instruction is made by the appropriate person or by an agent who has actual authority to act on behalf of the appropriate person; (3) Reasonable assurance is given that the indorsement or instruction is genuine and auth...

...Except as otherwise provided in section 1308.41 of the Revised Code. An issuer is liable for wrongful registration of transfer if the issuer has registered a transfer of a security to a person not entitled to it, and the transfer was registered: (1) Pursuant to an ineffective indorsement or instruction; (2) After a demand that the issuer not register transfer became effective under division (A) of section 1308.39 o...

... registering the transfer under section 1308.40 of the Revised Code or any claim to a new security under this section. (B) If the owner of a certificated security, whether in registered or bearer form, claims that the security has been lost, destroyed, or wrongfully taken, the issuer shall issue a new certificate if the owner: (1) So requests before the issuer has notice that the security has been acquired by a pro...

...tlement if a securities intermediary: (1) Indicates by book entry that a financial asset has been credited to the person's securities account; (2) Receives a financial asset from the person or acquires a financial asset for the person and, in either case, accepts it for credit to the person's securities account; or (3) Becomes obligated under other law, regulation, or rule to credit a financial asset to the person...

...except as otherwise provided in section 1308.61 of the Revised Code. (B) An entitlement holder's property interest with respect to a particular financial asset under division (A) of this section is a pro rata property interest in all interests in that financial asset held by the securities intermediary, without regard to the time the entitlement holder acquired the security entitlement or the time the securities int...

...y in division (A) of this section if: (1) The securities intermediary acts with respect to the duty as agreed upon by the entitlement holder and the securities intermediary; or (2) In the absence of agreement, the securities intermediary exercises due care in accordance with reasonable commercial standards to obtain and maintain the financial asset. (D) This section does not apply to a clearing corporation that is...

...s intermediary satisfies the duty if: (1) The securities intermediary acts with respect to the duty as agreed upon by the entitlement holder and the securities intermediary; or (2) In the absence of agreement, the securities intermediary exercises due care in accordance with reasonable commercial standards to attempt to obtain the payment or distribution. (B) A securities intermediary is obligated to its entitleme...

...s intermediary satisfies the duty if: (1) The securities intermediary acts with respect to the duty as agreed upon by the entitlement holder and the securities intermediary; or (2) In the absence of agreement, the securities intermediary exercises due care in accordance with reasonable commercial standards to comply with the entitlement order. (B) If a securities intermediary transfers a financial asset pursuant t...

...n a securities intermediary by sections 1308.54 to 1308.58 of the Revised Code is the subject of other statute, regulation, or rule, compliance with that statute, regulation, or rule satisfies the duty. (B) To the extent that specific standards for the performance of the duties of a securities intermediary or the exercise of the rights of an entitlement holder are not specified by other statute, regulation, or rule ...

... has control of a deposit account if: (1) The secured party is the bank with which the deposit account is maintained; (2) The debtor, secured party, and bank have agreed in an authenticated record that the bank will comply with instructions originated by the secured party directing disposition of the funds in the deposit account without further consent by the debtor; or (3) The secured party becomes the bank's cus...

..., and assigned in such a manner that: (1) A single authoritative copy of the record or records exists that is unique, identifiable, and, except as otherwise provided in divisions (B)(4), (5), and (6) of this section, unalterable; (2) The authoritative copy identifies the secured party as the assignee of the record or records; (3) The authoritative copy is communicated to and maintained by the secured party or...