Ohio Revised Code Search

...airly to be regarded as establishing a common basis of understanding for interpreting their expressions and other conduct. (C) 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 must be proved as facts...

...n of good faith in its performance and enforcement.

... must 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 damages 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...

...Waiver or renunciation of claim or right after breach [UCC 1-306] A claim or right arising out of an alleged breach may be discharged in whole or in part without consideration by agreement of the aggrieved party in an authenticated record.

...Prima facie evidence by third-party documents [UCC 1-307] 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 is prima facie evidence of its own authenticity and genuineness and of the facts stated in the document ...

...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.

...ccessor in interest may accelerate payment or performance or require collateral or additional collateral "at will" or when the party "deems itself insecure," or in words of similar import, means that the party has power to do so only if that party 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 which the power...

...curity interest as against either the common debtor or a subordinated creditor.

...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.

...on referred to in the record as of the time that the record was first filed with the secretary of state or tendered to a county recorder for recording.

...sale other than the money in which the price is to be paid, investment securities, and things in action. "Goods" also includes the unborn young of animals and growing crops and other identified things attached to realty as described in section 1302.03 of the Revised Code. Goods must be both existing and identified before any interest in them can pass. Goods which are not both existing and identified are "Futur...

...n unconditional contract to sell or present sale is intended to operate only as a security transaction nor do sections 1302.01 to 1302.98, inclusive, of the Revised Code impair or repeal any statute regulating sales to consumers, farmers, or other specified classes of buyers.

...ough it forms part of the realty at the time of contracting, and the parties can by identification effect a present sale before severance. (C) The provisions of this section are subject to any third party rights provided by section 5301.25 of the Revised Code relating to realty records, and the contract for sale may be executed and recorded as a document transferring an interest in land, as provided in section 5301....

...etween merchants if within a reasonable time a writing in confirmation of the contract and sufficient against the sender is received and the party receiving it has reason to know its contents, it satisfies the requirements of division (A) of this section against such party unless written notice of objection to its contents is given within ten days after it is received. (C) A contract which does not satisfy the requi...

...riting to have been intended also as a complete and exclusive statement of the terms of the agreement.

...The affixing of a seal to a writing evidencing a contract for sale or an offer to buy or sell goods does not constitute the writing a sealed instrument and the law with respect to sealed instruments does not apply to such a contract or offer.

... for sale may be found even though the moment of its making is undetermined. (C) Even though one or more terms are left open a contract for sale does not fail for indefiniteness if the parties have intended to make a contract and there is a reasonably certain basis for giving an appropriate remedy.

..., for lack of consideration, during the time stated or if no time is stated for a reasonable time, but in no event may such period of irrevocability exceed three months; but any such term of assurance on a form supplied by the offeree must be separately signed by the offeror.

...ified of acceptance within a reasonable time may treat the offer as having lapsed before acceptance.

... states terms additional or different from those offered or agreed upon, unless acceptance is expressly made conditional on assent to the additional or different terms. (B) The additional terms are to be construed as proposals for addition to the contract. Between merchants, the terms become part of the contract unless one of the following applies: (1) The offer expressly limits acceptance to the terms of the offer...

...(A) An agreement modifying a contract within sections 1302.01 to 1302.98, inclusive, of the Revised Code, needs no consideration to be binding. (B) A signed agreement which excludes modification or rescission except by a signed writing cannot be otherwise modified or rescinded, but except as between merchants such a requirement on a form supplied by the merchant must be separately signed by the other party. (C) The...

...can be assigned except where the assignment would materially change the duty of the other party, or increase materially the burden or risk imposed on the other party by the contract, or impair materially the other party's chance of obtaining return performance. A right to damages for breach of the whole contract or a right arising out of the assignor's due performance of the assignor's entire obligation can be as...

...The obligation of the seller is to transfer and deliver and that of the buyer is to accept and pay in accordance with the contract.

...ortunity to present evidence as to its commercial setting, purpose, and effect to aid the court in making the determination.

...e Revised Code allocate a risk or a burden as between the parties "unless otherwise agreed" the agreement may not only shift the allocation but may also divide the risk or burden.