Ohio Revised Code Search

...(A) An issuer or nominated person has a security interest in a document presented under a letter of credit to the extent that the issuer or nominated person honors or gives value for the presentation. (B) So long as and to the extent that an issuer or nominated person has not been reimbursed or has not otherwise recovered the value given with respect to a security interest in a document under division (A) of this se...

...As used in sections 1306.01 to 1306.23 of the Revised Code: (A) "Agreement" means the bargain of the parties in fact, as found in their language or inferred from other circumstances and from rules, regulations, and procedures given the effect of agreements under laws otherwise applicable to a particular transaction. (B) "Automated transaction" means a transaction conducted or performed, in whole or in part, by elec...

...(A) Except as provided in division (B) of this section, sections 1306.01 to 1306.23 of the Revised Code apply to electronic records and electronic signatures relating to a transaction. (B) Sections 1306.01 to 1306.23 of the Revised Code do not apply to a transaction to the extent it is governed by any of the following: (1) A law governing the creation and execution of wills, codicils, or testamentary trusts;...

...Sections 1306.01 to 1306.23 of the Revised Code apply to any electronic record or electronic signature created, generated, sent, communicated, received, or stored on or after the effective date of sections 1306.01 to 1306.23 of the Revised Code.

...(A) Sections 1306.01 to 1306.23 of the Revised Code do not require a record or signature to be created, generated, sent, communicated, received, stored, or otherwise processed or used by electronic means or in electronic form. (B) Sections 1306.01 to 1306.23 of the Revised Code apply only to transactions between parties each of which has agreed to conduct transactions by electronic means. Whether the parties agree t...

...Sections 1306.01 to 1306.15 of the Revised Code may be known and cited as the "uniform electronic transactions act" and shall be construed and applied as follows: (A) To facilitate electronic transactions consistent with other applicable law; (B) To be consistent with reasonable practices concerning electronic transactions and with the continued expansion of those practices; (C) To effectuate its general purpose t...

...(A) A record or signature may not be denied legal effect or enforceability solely because it is in electronic form. (B) A contract may not be denied legal effect or enforceability solely because an electronic record was used in its formation. (C) If a law requires a record to be in writing, an electronic record satisfies the law. (D) If a law requires a signature, an electronic signature satisfies the law.

...(A) If the parties have agreed to conduct a transaction by electronic means and a law requires a person to provide, send, or deliver information in writing to another person, the requirement is satisfied if the information is provided, sent, or delivered, as the case may be, in an electronic record capable of retention by the recipient at the time of receipt. An electronic record is not capable of retention by the re...

...(A) An electronic record or electronic signature is attributable to a person if it was the act of the person. The act of the person may be shown in any manner, including a showing of the efficacy of any security procedure applied to determine the person to which the electronic record or electronic signature is attributable. (B) The effect of an electronic record or electronic signature attributed to a person under d...

...(A) If a change or error in an electronic record occurs in a transmission between parties to a transaction, both of the following apply: (1) If the parties have agreed to use a security procedure to detect changes or errors and one party has conformed to the procedure, but the other party has not, and the nonconforming party would have detected the change or error had that party also conformed, the conforming party ...

...If a law requires a signature or record to be notarized, acknowledged, verified, or made under oath, the requirement is satisfied if the electronic signature of the person authorized to perform those acts, together with all other information required to be included by other applicable law, is attached to or logically associated with the signature or record.

...(A) If a law requires that a record be retained, the requirement is satisfied by retaining an electronic record of the information in the record if both of the following are satisfied: (1) The electronic record accurately and completely reflects the information set forth in the record after it was first generated in its final form as an electronic record or otherwise. (2) The electronic record remains accessible fo...

...In a proceeding, evidence of a record or signature may not be excluded solely because it is in electronic form.

...In an automated transaction, all of the following apply: (A) A contract may be formed by the interaction of electronic agents of the parties, even if no individual was aware of or reviewed the electronic agents' actions or the resulting terms and agreements. (B) A contract may be formed by the interaction of an electronic agent and an individual, acting on the individual's own behalf or for another person, includin...

...(A) Unless otherwise agreed between the sender and the recipient, an electronic record is sent when it satisfies all of the following: (1) The record is addressed properly or otherwise directed properly to an information processing system that the recipient has designated or uses for the purpose of receiving electronic records or information of the type sent, and from which the recipient is able to retrieve the elec...

...(A) As used in this section, "transferable record" means an electronic record that satisfies both of the following: (1) The transferable record would be a note under Chapter 1303. or a document under Chapter 1307. of the Revised Code, if the electronic record were in writing. (2) The issuer of the electronic record expressly has agreed that it is a transferable record. (B) A person has control of a transfera...

...(A) A provision of a nonelectronic contract involving a consumer and to which a state agency or a county office is not a party that authorizes the conducting of a transaction or any part of a transaction by electronic means is unenforceable against the consumer, unless the consumer separately signs the provision. (B) A consumer's agreement to conduct a transaction or a part of a transaction electronically shall not ...

...(A) This section and section 1306.18 of the Revised Code apply to the attribution of electronic records and electronic signatures among parties that are not state agencies. (B) For purposes of this section and section 1306.18 of the Revised Code, the commercial reasonableness of a security procedure is to be determined by a court. In making this determination, both of the following apply: (1) A security procedure e...

...(A) If there is a security procedure between the parties with respect to an electronic signature or electronic record, both of the following apply: (1) The effect of compliance with a security procedure established by a law or regulation is determined by that law or regulation. (2) In all other cases than those described in division (A)(1) of this section, if the parties agree to use or otherwise knowingly adopt a ...

...Sections 1306.17 and 1306.18 of the Revised Code do not apply to transactions to which a consumer is a party.

...(A) Subject to section 1306.11 of the Revised Code, each state agency shall determine if, and the extent to which, it will send and receive electronic records and electronic signatures to and from other persons and otherwise create, generate, communicate, store, process, use, and rely upon electronic records and electronic signatures. (B)(1) Subject to division (B)(2) of this section, a state agency may waive a requ...

...(A) With regard to state agency use of electronic records or electronic signatures, the department of administrative services, in consultation with the state archivist, shall adopt rules in accordance with section 111.15 of the Revised Code setting forth all of the following: (1) The minimum requirements for the method of creation, maintenance, and security of electronic records and electronic signatures; (2) If el...

...(A) Nothing in sections 1306.01 to 1306.23 of the Revised Code shall be construed to require the general assembly, any legislative agency, the supreme court, the other courts of record in this state, or any judicial agency to use or permit the use of electronic records and electronic signatures. (B) The general assembly and the supreme court may adopt rules pertaining to the use of electronic records and electronic ...

...Records that would disclose or may lead to the disclosure of records or information that would jeopardize the state's continued use or security of any computer or telecommunications devices or services associated with electronic signatures, electronic records, or electronic transactions are not public records for purposes of section 149.43 of the Revised Code.

...Short title [UCC 7-101] (A) This chapter may be cited as "Uniform Commercial Code, documents of title." (B) This chapter uses the numbering system of the national conference of commissioners on uniform state laws. The digits to the right of the decimal point are sequential and not supplemental to any preceding Revised Code section.

...(A) Even against a purchaser for value and without notice, the terms of a certificated security include terms stated on the certificate and terms made part of the security by reference on the certificate to another instrument, indenture, or document or to a constitution, statute, ordinance, rule, regulation, order, or the like, to the extent the terms referred to do not conflict with the terms stated on the certifica...

...After an act or event, other than a call that has been revoked, creating a right to immediate performance of the principal obligation represented by a certificated security or that sets a date on or after which the security is to be presented or surrendered for redemption or exchange, a purchaser is charged with notice of any defect in its issue or defense of the issuer if the act or event: (A) Requires the payment ...

...(A) A restriction on transfer of a security imposed by the issuer, even if otherwise lawful, is ineffective against a person without 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 certifi...

...An unauthorized signature placed on a security certificate before or in the course of issue is ineffective, but the signature is effective in favor of a purchaser for value of the certificated security if the purchaser is without notice of the lack of authority and the signing has been done by: (A) An authenticating trustee, registrar, transfer agent, or other person entrusted by the issuer with the signing of the s...

...(A) If a security certificate contains the signatures necessary to its issue or transfer but 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...

...(A) Before due presentment for registration of transfer of a certificated security in registered form or of an instruction requesting registration of transfer of an uncertificated security, the issuer or indenture trustee may treat the registered owner as the person exclusively entitled to vote, receive notifications, and otherwise exercise all the rights and powers of an owner. (B) This chapter does not affect the ...

...(A) A person signing a security certificate as authenticating trustee, registrar, transfer agent, or the like, warrants to a purchaser for value of the certificated security, if the purchaser is without notice 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 b...

...(A) Except as otherwise provided in divisions (B) and (C) of this section, a purchaser of a certificated or uncertificated security acquires all rights in the security that the transferor had or had power to transfer. (B) A purchaser of a limited interest acquires rights only to the extent of the interest purchased. (C) A purchaser of a certificated security who as a previous holder had notice of an adverse claim...

...(A) A "protected purchaser" means a purchaser of a certificated or uncertificated security, 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...

...(A) A person acquires a security or an interest 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...

...(A) A person has notice of an adverse claim if: (1) The person knows of the adverse claim; (2) The person is aware of facts sufficient to indicate that there is a significant probability that the adverse claim exists and deliberately avoids information that would establish the existence of the adverse claim; or (3) The person has a duty, imposed by statute or rule, to investigate whether an adverse claim exists, a...

...(A) A person who 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: (1) The certificate is genuine and has not been materially altered; (2) The transferor or indorser does not know of any fact that might impair the validity of the security; (3) There is no adverse claim to the security...

...(A) A person who originates an entitlement order to a securities intermediary warrants 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) An indorsement may be in blank or special. An indorsement in blank includes an indorsement to bearer. A special indorsement specifies to whom a security is to be transferred or who has power to transfer it. A holder may convert a blank indorsement to a special indorsement. (B) An indorsement purporting to be only of part of a security certificate representing units intended by the issuer to be separately transfe...

...(A) "Appropriate person" means: (1) With respect to an indorsement, the person specified by a security certificate or by an effective special indorsement to be entitled to the security; (2) With respect to an instruction, the registered owner of an uncertificated security; (3) With respect to an entitlement order, the entitlement holder; (4) If the person designated in division (A)(1), (2), or (3) of this section...

...(A) A purchaser has "control" of a certificated security in bearer form if the certificated security is delivered to the purchaser. (B) A purchaser has "control" of a certificated security in registered form if the certificated security is delivered to the purchaser, and: (1) The certificate is indorsed to the purchaser or in blank by an effective indorsement; or (2) The certificate is registered in the name of th...

...(A) If an instruction has been originated by an appropriate person but is incomplete in any other respect, any person may complete it as authorized and the issuer may rely on it as completed, even though it has been completed incorrectly. (B) Unless otherwise agreed, a person initiating an instruction assumes only the obligations imposed by section 1308.20 of the Revised Code and not an obligation that the security ...

...(A) A person who guarantees a signature of an indorser of a security certificate warrants that at the time of signing: (1) The signature was genuine; (2) The signer was an appropriate person to indorse, or if the signature is by an agent, the agent had actual authority to act on behalf of the appropriate person; and (3) The signer had legal capacity to sign. (B) A person who guarantees a signature of the originat...

...(A) Delivery of a certificated security to a purchaser occurs when: (1) The purchaser acquires possession of the security certificate; (2) Another person, other than a securities intermediary, either acquires possession of the security certificate on behalf of the purchaser or, having previously acquired possession of the certificate, acknowledges that it holds for the purchaser; or (3) A securities intermediary a...

...(A) Unless otherwise agreed, if a sale of a security is made on an exchange or otherwise through brokers: (1) The selling customer fulfills his duty to transfer at the time he: (a) Places a certificated security in the possession of the selling broker or of a person designated by the broker; (b) Causes an uncertificated security to be registered in the name of the selling broker or a person designated by the broke...

...(A) Any person against whom the transfer of a security is wrongful for any reason, including his incapacity, as against anyone 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 des...

...Unless otherwise agreed, the transferor of a security on due demand shall supply the purchaser with proof of authority to transfer or with any other requisite necessary to obtain registration of the security, but if the transfer is not for value, a transferor need not comply unless the purchaser pays the necessary expenses. If the transferor fails within a reasonable time to comply with the demand, the purchaser may...

...(A) The interest of a debtor in a certificated security may be reached by a creditor only by actual seizure of the security certificate by the officer making the attachment or levy, except as otherwise provided in division (D) of this section. However, a certificated security for which the certificate has been surrendered to the issuer may be reached by a creditor by legal process upon the issuer. (B) The interest o...

...(A) A securities intermediary that has transferred a financial asset pursuant to an effective entitlement order, or a broker or other agent or bailee that has dealt with a financial asset at the direction of its customer or principal, is not liable to a person having an adverse claim to the financial asset, unless the securities intermediary, or broker or other agent or bailee: (1) Took the action after it had been ...

...(A) If a certificated security in registered form is presented to the issuer with a request to register transfer or an instruction is presented to the issuer with a request to register transfer of an uncertificated security, the issuer shall register 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; ...