Ohio Revised Code Search

...er party may be liquidated in the agreement but only at an amount which is reasonable in the light of the anticipated or actual harm caused by the breach, the difficulties of proof of loss, and the inconvenience or non-feasibility of otherwise obtaining an adequate remedy. A term fixing unreasonably large liquidated damages is void as a penalty. (B) Where the seller justifiably withholds delivery of goods because of...

...imitation of damages where the loss is commercial is not.

...Unless the contrary intention clearly appears, expressions of "cancellation" or "rescission" of the contract or the like shall not be construed as a renunciation or discharge of any claim in damages for an antecedent breach.

...Remedies for material misrepresentation or fraud include all remedies available under sections 1302.01 to 1302.98, inclusive, of the Revised Code for non-fraudulent breach. Neither rescission or a claim for rescission of the contract for sale nor rejection or return of the goods shall bar or be deemed inconsistent with a claim for damages or other remedy.

...t of the other sue for the benefit of whom it may concern.

... of such goods prevailing at the time when the aggrieved party learned of the repudiation. (B) If evidence of a price prevailing at the times or places described in sections 1302.01 to 1302.98, inclusive, of the Revised Code, is not readily available, the price prevailing within any reasonable time before or after the time described or at any other place which in commercial judgment or under usage of trade would ser...

... discovery of the breach must await the time of such performance, the cause of action accrues when the breach is or should have been discovered. (C) Where an action commenced within the time limited by division (A) of this section is so terminated as to leave available a remedy by another action for the same breach, such other action may be commenced after the expiration of the time limited and within six months aft...

...sed Code. (13) "Payable at a definite time" and "payable on demand" have the same meanings as in section 1303.07 of the Revised Code. (14) "Payable to bearer" and "payable to order" have the same meanings as in section 1303.10 of the Revised Code. (15) "Payment" has the same meaning as in section 1303.67 of the Revised Code. (16) "Person entitled to enforce" has the same meaning as in section 1303.31 of the R...

...is chapter applies to negotiable instruments. It does not apply to money, to payment orders governed by sections 1304.51 to 1304.85 of the Revised Code, or to securities governed by Chapter 1308. of the Revised Code. (B) If there is a conflict between this chapter and either sections 1304.01 to 1304.40 or Chapter 1309. of the Revised Code, the provisions of sections 1304.01 to 1304.40 or Chapter 1309. of the Revis...

...is payable to bearer or to order at the time it is issued or first comes into possession of a holder. (2) It is payable on demand or at a definite time. (3) It does not state any other undertaking or instruction by the person promising or ordering payment to do any act in addition to the payment of money, but the promise or order may contain any of the following: (a) An undertaking or power to give, maintain, or p...

... unissued instrument, or an unissued incomplete instrument that is completed, is binding on the maker or drawer, but nonissuance is a defense. An instrument that is conditionally issued or is issued for a special purpose is binding on the maker or drawer, but the failure of the condition or special purpose to be fulfilled is a defense.

...ent. (D) If a promise or order at the time it is issued or first comes into possession of a holder contains a statement, required by applicable statutory or administrative law, to the effect that the rights of a holder or transferee are subject to claims or defenses that the issuer could assert against the original payee, the promise or order is not made conditional by that statement for the purposes of division (A...

...Unless the instrument otherwise provides, an instrument that states the amount payable in foreign money may be paid in the foreign money or in an equivalent amount in dollars calculated by using the current bank-offered spot rate at the place of payment for the purchase of dollars on the day on which the instrument is paid.

...or if it does not state any time of payment. (B) A promise or order is "payable at a definite time" if it is payable on elapse of a definite period of time after sight or acceptance, at a fixed date or dates, or at a time or times readily ascertainable at the time the promise or order is issued, subject to any of the following rights: (1) Prepayment; (2) Acceleration; (3) Extension at the option of the holder; (...

...(A) The person to whom an instrument is initially payable is determined by the intent of the person, whether or not authorized to sign the instrument, who signs the instrument as, in the name of, or in behalf of the issuer of the instrument. The instrument is payable to the person intended by the signer even if that person is identified in the instrument by a name or other identification that is not that of the inten...

...er 1304. of the Revised Code, an instrument is payable at the place of payment stated in the instrument. If no place of payment is stated in an instrument, an instrument is payable at the address of the drawee or maker stated in the instrument. If no address of the drawee or maker is stated in an instrument, the place of payment is the place of business of the drawee or maker. If a drawee or maker of an instrument ha...

...n possession of the promise or order is entitled to payment. (2) It does not state a payee. (3) It states that it is payable to "cash" or to the order of "cash" or otherwise indicates that it is not payable to an identified person. (B) A promise or order that is not payable to bearer is payable to order if it is payable to the order of an identified person or to an identified person or order. (C) A promise or ord...

...gner, the contents of which show at the time of signing that it is incomplete but that the signer intended it to be completed by the addition of words or numbers. (B) Subject to division (C) of this section, if an incomplete instrument is an instrument under section 1303.03 of the Revised Code, it may be enforced according to its terms if it is not completed or according to its terms as augmented by completion. If a...

...of payment of the instrument and at the time interest first accrues.

...unissued instrument, the date it first comes into possession of a holder.

...rsers who indorse as joint payees, or anomalous indorsers are jointly and severally liable in the capacity in which they sign. (B) Except as provided in division (F) of section 1303.59 of the Revised Code or by agreement of the affected parties, a party having joint and several liability who pays the instrument is entitled to receive from any party having the same joint and several liability contribution in accordan...

...of of contemporaneous or previous agreements, the obligation of a party to an instrument to pay the instrument may be modified, supplemented, or nullified by a separate agreement of the obligor and a person entitled to enforce the instrument, if the instrument is issued or the obligation is incurred in reliance on the agreement or as part of the same transaction giving rise to the agreement. To the extent an obligati...

...rty to pay a note payable at a definite time shall be brought within six years after the due date or dates stated in the note or, if a due date is accelerated, within six years after the accelerated due date. (B) Except as provided in division (D) or (E) of this section, if demand for payment is made to the maker of a note payable on demand, an action to enforce the obligation of a party to pay the note shall be bro...

...If an instrument contains contradictory terms, typewritten terms prevail over printed terms, handwritten terms prevail over both typewritten and printed terms, and words prevail over numbers.

...ce states that the person notified may come in and defend and that failure to do so will bind the person notified in an action later brought by the person giving the notice as to any determination of fact common to the two litigations, the person notified is so bound unless after seasonable receipt of the notice the person notified does come in and defend.