Bill Text: OH HB490 | 2009-2010 | 128th General Assembly | Comm Sub

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Bill Title: To adopt the revisions to the general provisions and documents of title portions of the Uniform Commercial Code that were recommended by the National Conference of Commissioners on Uniform State Laws and to make related changes in the Uniform Commercial Code and the Revised Code.

Spectrum: Slight Partisan Bill (Democrat 7-4)

Status: (Introduced - Dead) 2010-05-27 - Committee Report - S [HB490 Detail]

Download: Ohio-2009-HB490-Comm_Sub.html

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As Reported by the House Financial Institutions, Real Estate and Securities Committee

128th General Assembly Regular Session 2009-2010

Sub. H. B. No. 490

Representatives Dyer, Coley 

Cosponsors: Representatives Stebelton, Walter, Bacon, Murray, Garland, Book, Snitchler, Koziura, Pillich 

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A BILL

To amend sections 1.01, 926.24, 926.26, 1301.01,

1

1301.02, 1301.04, 1301.05, 1301.06, 1301.07,

2

1301.08, 1301.09, 1301.10, 1301.11, 1301.13,

3

1301.14, 1301.15, 1302.01, 1302.05, 1302.23,

4

1302.36, 1302.42, 1302.44, 1302.47, 1302.49,

5

1302.50, 1302.53, 1302.63, 1302.79, 1303.01,

6

1304.01, 1304.20, 1304.51, 1304.53, 1304.59,

7

1305.02, 1306.02, 1306.15, 1307.01, 1307.02,

8

1307.04, 1307.06, 1307.07, 1307.08, 1307.09,

9

1307.10, 1307.11, 1307.12, 1307.13, 1307.14,

10

1307.15, 1307.16, 1307.17, 1307.18, 1307.19,

11

1307.20, 1307.21, 1307.22, 1307.23, 1307.24,

12

1307.25, 1307.26, 1307.27, 1307.28, 1307.29,

13

1307.30, 1307.31, 1307.32, 1307.33, 1307.34,

14

1307.35, 1307.36, 1307.37, 1307.38, 1307.39,

15

1307.40, 1308.01, 1308.02, 1309.102, 1309.203,

16

1309.207, 1309.208, 1309.301, 1309.310, 1309.312,

17

1309.313, 1309.314, 1309.317, 1309.331, 1309.338,

18

1309.601, 1310.01, 1310.47, 1310.60, 1310.64,

19

1310.65, 1310.72, 1310.73, 1310.74, 1311.57,

20

1333.23, 1743.08, 2307.39, 2923.17, 2981.01,

21

3719.14, 3767.29, 4517.01, 4729.51, and 5322.01;

22

to amend, for the purpose of adopting new section

23

numbers as indicated in parentheses, sections

24

1301.01 (1301.201), 1301.02 (1301.103), 1301.04

25

(1301.104), 1301.05 (1301.301), 1301.06

26

(1301.305), 1301.07 (1301.306), 1301.08

27

(1301.307), 1301.09 (1301.304), 1301.10

28

(1301.205), 1301.11 (1301.303), 1301.13

29

(1301.308), 1301.14 (1301.309), 1301.15

30

(1301.311), 1301.16 (1333.72), 1301.18 (1333.73),

31

1301.21 (1319.02), 1307.01 (1307.102), 1307.02

32

(1307.103), 1307.04 (1307.104), 1307.06

33

(1307.201), 1307.07 (1307.202), 1307.08

34

(1307.203), 1307.09 (1307.204), 1307.10

35

(1307.205), 1307.11 (1307.206), 1307.12

36

(1307.207), 1307.13 (1307.208), 1307.14

37

(1307.209), 1307.15 (1307.210), 1307.16

38

(1307.301), 1307.17 (1307.302), 1307.18

39

(1307.303), 1307.19 (1307.304), 1307.20

40

(1307.305), 1307.21 (1307.306), 1307.22

41

(1307.307), 1307.23 (1307.308), 1307.24

42

(1307.309), 1307.25 (1307.401), 1307.26

43

(1307.402), 1307.27 (1307.403), 1307.28

44

(1307.404), 1307.29 (1307.501), 1307.30

45

(1307.502), 1307.31 (1307.503), 1307.32

46

(1307.504), 1307.33 (1307.505), 1307.34

47

(1307.506), 1307.35 (1307.507), 1307.36

48

(1307.508), 1307.37 (1307.509), 1307.38

49

(1307.601), 1307.39 (1307.602), and 1307.40

50

(1307.603); to enact sections 1301.101, 1301.102,

51

1301.105, 1301.106, 1301.107, 1301.108, 1301.202,

52

1301.203, 1301.204, 1301.206, 1301.302, 1301.310,

53

1307.101, 1307.105, 1307.106, 1307.703, and

54

1307.704; and to repeal sections 1301.03, 1301.12,

55

1302.11, 1307.03, 1307.05, and 1310.14 of the

56

Revised Code to adopt the revisions to the general

57

provisions and documents of title portions of the

58

Uniform Commercial Code that were recommended by

59

the National Conference of Commissioners on

60

Uniform State Laws and to make related changes in

61

the Uniform Commercial Code and the Revised Code.

62

BE IT ENACTED BY THE GENERAL ASSEMBLY OF THE STATE OF OHIO:

Section 1. That sections 1.01, 926.24, 926.26, 1301.01,	63
1301.02, 1301.04, 1301.05, 1301.06, 1301.07, 1301.08, 1301.09,	64
1301.10, 1301.11, 1301.13, 1301.14, 1301.15, 1302.01, 1302.05,	65
1302.23, 1302.36, 1302.42, 1302.44, 1302.47, 1302.49, 1302.50,	66
1302.53, 1302.63, 1302.79, 1303.01, 1304.01, 1304.20, 1304.51,	67
1304.53, 1304.59, 1305.02, 1306.02, 1306.15, 1307.01, 1307.02,	68
1307.04, 1307.06, 1307.07, 1307.08, 1307.09, 1307.10, 1307.11,	69
1307.12, 1307.13, 1307.14, 1307.15, 1307.16, 1307.17, 1307.18,	70
1307.19, 1307.20, 1307.21, 1307.22, 1307.23, 1307.24, 1307.25,	71
1307.26, 1307.27, 1307.28, 1307.29, 1307.30, 1307.31, 1307.32,	72
1307.33, 1307.34, 1307.35, 1307.36, 1307.37, 1307.38, 1307.39,	73
1307.40, 1308.01, 1308.02, 1309.102, 1309.203, 1309.207, 1309.208,	74
1309.301, 1309.310, 1309.312, 1309.313, 1309.314, 1309.317,	75
1309.331, 1309.338, 1309.601, 1310.01, 1310.47, 1310.60, 1310.64,	76
1310.65, 1310.72, 1310.73, 1310.74, 1311.57, 1333.23, 1743.08,	77
2307.39, 2923.17, 2981.01, 3719.14, 3767.29, 4517.01, 4729.51, and	78
5322.01 be amended; sections 1301.01 (1301.201), 1301.02	79
(1301.103), 1301.04 (1301.104), 1301.05 (1301.301), 1301.06	80
(1301.305), 1301.07 (1301.306), 1301.08 (1301.307), 1301.09	81
(1301.304), 1301.10 (1301.205), 1301.11 (1301.303), 1301.13	82
(1301.308), 1301.14 (1301.309), 1301.15 (1301.311), 1301.16	83
(1333.72), 1301.18 (1333.73), 1301.21 (1319.02), 1307.01	84
(1307.102), 1307.02 (1307.103), 1307.04 (1307.104), 1307.06	85
(1307.201), 1307.07 (1307.202), 1307.08 (1307.203), 1307.09	86
(1307.204), 1307.10 (1307.205), 1307.11 (1307.206), 1307.12	87
(1307.207), 1307.13 (1307.208), 1307.14 (1307.209), 1307.15	88
(1307.210), 1307.16 (1307.301), 1307.17 (1307.302), 1307.18	89
(1307.303), 1307.19 (1307.304), 1307.20 (1307.305), 1307.21	90
(1307.306), 1307.22 (1307.307), 1307.23 (1307.308), 1307.24	91
(1307.309), 1307.25 (1307.401), 1307.26 (1307.402), 1307.27	92
(1307.403), 1307.28 (1307.404), 1307.29 (1307.501), 1307.30	93
(1307.502), 1307.31 (1307.503), 1307.32 (1307.504), 1307.33	94
(1307.505), 1307.34 (1307.506), 1307.35 (1307.507), 1307.36	95
(1307.508), 1307.37 (1307.509), 1307.38 (1307.601), 1307.39	96
(1307.602), and 1307.40 (1307.603) be amended for the purpose of	97
adopting new section numbers as indicated in parentheses; and	98
sections 1301.101, 1301.102, 1301.105, 1301.106, 1301.107,	99
1301.108, 1301.202, 1301.203, 1301.204, 1301.206, 1301.302,	100
1301.310, 1307.101, 1307.105, 1307.106, 1307.703, and 1307.704 of	101
the Revised Code be enacted to read as follows:	102

Sec. 1.01.  All statutes of a permanent and general nature of	103
the state as revised and consolidated into general provisions,	104
titles, chapters, and sections shall be known and designated as	105
the "Revised Code", for which designation "R.C." may be	106
substituted. Except as otherwise provided in section 1301.107 of	107
the Revised Code, Title, Chapter, and section headings and	108
marginal General Code section numbers do not constitute any part	109
of the law as contained in the "Revised Code".	110

The enactment of the Revised Code shall not be construed to	111
affect a right or liability accrued or incurred under any section	112
of the General Code prior to the effective date of such enactment,	113
or an action or proceeding for the enforcement of such right or	114
liability. Such enactment shall not be construed to relieve any	115
person from punishment for an act committed in violation of any	116
section of the General Code, nor to affect an indictment or	117
prosecution therefor. For such purposes, any such section of the	118
General Code shall continue in full force notwithstanding its	119
repeal for the purpose of revision.	120

Sec. 926.24.  (A) A licensed handler, in the absence of any	121
excuse permitted in this chapter, shall deliver an agricultural	122
commodity upon a demand made by the holder of a receipt for the	123
commodity or by its depositor if the demand is accompanied with:	124

(1) An offer to satisfy any lien arising under section	125
1307.141307.209 of the Revised Code; and	126

(2) An offer to surrender the receipt with the necessary	127
endorsement.	128

(B) The licensed handler is justified in delivering the	129
agricultural commodity, subject to divisions (C), (D), and (E) of	130
this section, to:	131

(1) The person who is lawfully entitled to the possession of	132
the commodity or histhe person's agent;	133

(2) The person who is himself entitled to the delivery by the	134
terms of a nonnegotiable receipt issued for the commodity or who	135
has written authority from a person so entitled, either endorsed	136
on the receipt or written on another paper;	137

(3) A person in possession of a negotiable receipt by the	138
terms of which the commodity is deliverable to himthe person	139
possessing the receipt, or order or bearer, or that has been	140
endorsed to himthe person possessing the receipt, or in blank, by	141
the person to whom delivery was promised by the terms of the	142
receipt or by histhe immediate or remote endorsee of the person	143
to whom delivery was so promised.	144

Upon delivery of an agricultural commodity from storage upon	145
presentation of any receipt issued by the licensed handler, the	146
receipt shall be surrendered to the handler, be plainly marked	147
across its face "CANCELED" together with the date and name of the	148
person canceling it, and be void and not put back into	149
circulation. No commodity shall be delivered twice upon the same	150
receipt.	151

(C) If the licensed handler delivers the agricultural	152
commodity to a person who is not in fact lawfully entitled to the	153
possession of the commodity or histhe person's agent, the handler	154
is liable as for a conversion to all persons that have a right of	155
property or possession in the commodity if:	156

(1) HeThe handler delivered the commodity otherwise than as	157
authorized by divisions (B)(2) and (3) of this section;	158

(2) HeThe handler delivered the commodity as authorized by	159
those divisions, but prior to delivery hethe handler had either	160
been requested by or on behalf of the person whom hethe handler	161
knew to be lawfully entitled to a right of property or possession	162
in the commodity not to make delivery or had information that the	163
delivery would be made to a person not lawfully entitled to	164
possession of the commodity.	165

(D) Except as provided in section 926.26 of the Revised Code,	166
when a licensed handler delivers an agricultural commodity for	167
which hethe handler has issued a negotiable receipt, the	168
negotiation of which would transfer the right to possession of the	169
commodity, and fails to cancel the receipt, hethe handler is	170
liable to anyone who purchases for value in good faith the receipt	171
for failure to deliver the commodity to himthe person, whether	172
the person acquired title to the receipt before or after the	173
delivery of the commodity by the handler. No provision shall be	174
inserted in a negotiable receipt that is intended to make it	175
nonnegotiable. The provision, if inserted, shall be void.	176

(E) If a person other than the depositor or person claiming	177
under himthe depositor asserts a claim or title to the	178
agricultural commodity and the licensed handler has information of	179
the claim, the handler shall be excused from liability for	180
refusing to deliver the commodity to the depositor, to the person	181
claiming under himthe depositor, or to the adverse claimant until	182
the handler has had reasonable time to ascertain the validity of	183
the adverse claim or to bring legal proceedings compelling all	184
claimants to arrive at a settlement.	185

Sec. 926.26.  (A) If an agricultural commodity is delivered	186
to a licensed handler by the owner or by a person whose act in	187
conveying the title to the purchaser in good faith for value would	188
bind the owner, and a negotiable receipt is issued for it, the	189
commodity cannot, while in the possession of the handler, be	190
attached by garnishment or otherwise or be levied under an	191
execution unless the receipt is first surrendered to the handler	192
or its negotiation is enjoined. The handler shall in no case be	193
compelled to deliver the actual possession of the commodity until	194
the receipt is surrendered to himthe handler or impounded by the	195
court. A handler's claim for a lien that has arisen under section	196
1307.141307.209 of the Revised Code and that has come due shall	197
be satisfied as follows:	198

(1) The handler shall give a written notice to the person on	199
whose account the commodity is held and to any other person known	200
by the handler to claim an interest in the commodity. The notice	201
shall be delivered in person or by certified mail addressed to the	202
last known place of business or residence of the person to be	203
notified. The notice shall contain:	204

(a) An itemized statement of the handler's claim showing the	205
sum due at the time of the notice and the date that it became due;	206

(b) A brief description of the commodity against which the	207
lien exists;	208

(c) A demand that the amount of the claim as stated in the	209
notice, and of any further claim accruing, shall be paid on or	210
before the date specified in the notice, which shall be not fewer	211
than ten days from the delivery of the notice if it is personally	212
delivered or from the time when the notice reaches its destination	213
if it is sent by mail;	214

(d) A statement that, unless the claim is paid within the	215
time specified, the commodity will be advertised for sale and sold	216
at an auction at a specified time and place.	217

(2) In accordance with the terms of a notice so given, a sale	218
of the commodity at auction may be had to satisfy any valid claim	219
of the handler under which hethe handler has a lien on the	220
commodity. The sale shall be held in the place where the commodity	221
is held or, if that place is manifestly unsuitable for the	222
purpose, at the nearest suitable place. After the time for the	223
payment of claims that is specified in the notice to the depositor	224
has elapsed, an advertisement of the sale, describing the	225
commodity to be sold and stating the name of the owner or person	226
on whose account the commodity is held and the time and place of	227
the sale, shall be published once a week for two consecutive weeks	228
in a newspaper of general circulation published in the place where	229
the sale is to be held or, if no newspaper is published in that	230
place, in a newspaper of general circulation published in the	231
county in which the sale is to take place. No sale shall be held	232
before fifteen days from the date of the first publication.	233

(B) At any time before the agricultural commodity is sold,	234
any person claiming a right of property or possession in it may	235
pay the licensed handler the amount necessary to satisfy histhe	236
handler's lien and pay the reasonable expenses and liabilities	237
incurred in advertising and preparing for the sale up to the time	238
of payment. The handler shall deliver the commodity to the person	239
making payment only if hethe person is a person entitled under	240
this chapter to the possession of the commodity on payment of the	241
existing charges.	242

(C) After the agricultural commodity has been lawfully sold	243
to satisfy a lien arising under section 1307.141307.209 of the	244
Revised Code or has been lawfully sold or disposed of for any	245
other reason, neither the licensed handler nor the agricultural	246
commodity depositors fund created in section 926.16 of the Revised	247
Code shall be liable for failure to deliver the commodity to the	248
depositor or owner of the commodity or to the holder of a receipt	249
given for the commodity when it was deposited even if the receipt	250
was negotiable. The proceeds of the sale, after deducting the	251
amount of any lawful lien, shall be held in accordance with this	252
section for the benefit of the owner or the holder of the receipt.	253
The proceeds shall be considered full satisfaction of any receipt	254
issued for the commodity so sold and of any bailment agreement	255
between the handler and the depositor.	256

(D) After the licensed handler has satisfied histhe	257
handler's lien and after histhe handler's expenses for	258
advertising have been met, hethe handler shall forward to the	259
director of agriculture the remaining proceeds of the sale,	260
together with such information concerning the sale and outstanding	261
receipt or receipts as the director requires by rule. Upon the	262
payment of the proceeds to the director, the handler shall be	263
relieved of further responsibility for the safekeeping of them and	264
shall be held harmless by the state for any liabilities for any	265
claim arising out of the transfer of the proceeds to the director.	266
The director shall deposit the proceeds into the state treasury to	267
be held for the benefit of the person who would be rightfully	268
entitled to possession of the commodity had it not been sold under	269
this section.	270

(E) Any person claiming an interest in proceeds delivered to	271
the director under this chapter may file a claim for them on a	272
form prescribed by the director. The director shall consider any	273
claim filed under this section and render a decision in writing,	274
stating the substance of any evidence considered and the reasons	275
for allowance or disallowance of the claim. If the claim is	276
allowed, the director shall provide for payment of the claim from	277
the agricultural commodity depositors fund.	278

(F) The remedy for enforcing a lien provided in this section	279
does not preclude any other remedies allowed by law for the	280
enforcement of a lien or bar the handler's right to recover any	281
amount of histhe handler's claim that is not paid by the proceeds	282
of the sale held under this section.	283

Sec. 1301.101.  Short titles [UCC 1-101]

284

(A) Chapters 1301., 1302., 1303., 1304., 1305., 1307., 1308.,	285
1309., and 1310. of the Revised Code may be cited as the Uniform	286
Commercial Code.	287

(B) Sections 1301.101 to 1301.310 of the Revised Code may be	288
cited as Uniform Commercial Code – General Provisions.	289

(C) This chapter uses the numbering system of the national	290
conference of commissioners on uniform state laws. The digits to	291
the right of the decimal point are sequential and not supplemental	292
to any preceding Revised Code section.	293

Sec. 1301.102.  Scope of Chapter 1301. [UCC 1-102]

294

Sections 1301.101 to 1301.310 of the Revised Code apply to a	295
transaction to the extent that it is governed by Chapter 1302.,	296
1303., 1304., 1305., 1307., 1308., 1309., or 1310. of the Revised	297
Code.	298

Sec. 1301.02.        Sec. 1301.103. (A)Construction of Uniform	299
Commercial Code to promote its purposes and policies;	300
applicability of supplemental principles of law [UCC 1-103]	301

(A) Chapters 1301., 1302., 1303., 1304, 1305., 1307., 1308.,	302
1309., and 1310. of the Revised Code shallmust be liberally	303
construed and applied to promote their underlying purposes and	304
policies.	305

(B) Underlying purposes and policies of those chapters, which	306
are the following:	307

(1) To simplify, clarify, and modernize the law governing	308
commercial transactions;	309

(2) To permit the continued expansion of commercial practices	310
through custom, usage, and agreement of the parties; and	311

(3) To make uniform the law among the various jurisdictions.

312

(C) The effect of(B) Unless displaced by the particular	313
provisions of Chapters 1301., 1302., 1303., 1304., 1305., 1307.,	314
1308., 1309., and 1310. of the Revised Code may be varied by	315
agreement, except as otherwise provided in those chapters and	316
except that the obligations of good faith, diligence,	317
reasonableness, and care prescribed by those chapters may not be	318
disclaimed by agreement, but the parties by agreement may	319
determine the standards by which the performance of those	320
obligations is to be measured if the standards are not manifestly	321
unreasonable.	322

(D) The presence in certain, the principles of law and	323
equity, including the law merchant and the law relative to	324
capacity to contract, principal and agent, estoppel, fraud,	325
misrepresentation, duress, coercion, mistake, bankruptcy, and	326
other validating or invalidating cause supplement their provisions	327
of those chapters of the words "unless otherwise agreed" or words	328
of similar import does not imply that the effect of other	329
provisions may not be varied by agreement under division (C) of	330
this section.	331

Sec. 1301.04.        Sec. 1301.104. ChaptersConstruction against implied	332
repeal [UCC 1-104]	333

Chapters 1301., 1302., 1303., 1304., 1305., 1307., 1308.,	334
1309., and 1310. of the Revised Code being a general act intended	335
as a unified coverage of its subject matter, no part of it shall	336
be deemed to be impliedly repealed by subsequent legislation if	337
thatsuch construction can reasonably be avoided.	338

Sec. 1301.105.  Severability [UCC 1-105]

339

If any provision or clause of Chapter 1301., 1302., 1303.,	340
1304., 1305., 1307., 1308., 1309., or 1310. of the Revised Code or	341
its application to any person or circumstance is held invalid, the	342
invalidity does not affect other provisions or applications of	343
Chapter 1301., 1302., 1303., 1304., 1305., 1307., 1308., 1309., or	344
1310. of the Revised Code which can be given effect without the	345
invalid provision or application, and to this end the provisions	346
of Chapter 1301., 1302., 1303., 1304., 1305., 1307., 1308., 1309.,	347
or 1310. of the Revised Code are severable.	348

Sec. 1301.106.  Use of singular and plural; gender [UCC	349
1-106]	350

In Chapters 1301., 1302., 1303., 1304., 1305., 1307., 1308.,	351
1309., and 1310. of the Revised Code, unless the statutory context	352
otherwise requires:	353

(A) Words in the singular number include the plural, and	354
those in the plural include the singular; and	355

(B) Words of any gender also refer to any other gender.

356

Sec. 1301.107.  Section captions [UCC 1-107]

357

Section captions are part of Chapters 1301. and 1307. of the	358
Revised Code.	359

Sec. 1301.108.  Relation to Electronic Signatures in Global	360
and National Commerce Act [UCC 1-108]	361

This chapter modifies, limits, and supersedes the federal	362
"Electronic Signatures in Global and National Commerce Act," 15	363
U.S.C. section 7001 et seq., except that nothing in this chapter	364
modifies, limits, or supersedes section 7001(c) of that act or	365
authorizes electronic delivery of any of the notices described in	366
section 7003(b) of that act.	367

Sec. 1301.01.        Sec. 1301.201. As used in ChaptersGeneral	368
definitions [UCC 1-201]	369

(A) Unless the context otherwise requires, words or phrases	370
defined in this section, or in the additional definitions	371
contained in Chapter 1301., 1302., 1303., 1304., 1305., 1307.,	372
1308., 1309., andor 1310. of the Revised Code, unless the context	373
otherwise requires, and subjectthat apply to particular chapters	374
or sections therein, have the meanings stated.	375

(B) Subject to additional definitions contained in those	376
chaptersChapter 1301., 1302., 1303., 1304., 1305., 1307., 1308.,	377
1309., or 1310. of the Revised Code, that apply to particular	378
chapters or sections therein:	379

(A)(1) "Action," in the sense of a judicial proceeding,	380
includes recoupment, counterclaim, set-off, suit in equity, and	381
any other proceedingsproceeding in which rights are determined.	382

(B)(2) "Aggrieved party" means a party entitled to resort to	383
pursue a remedy.	384

(C)(3) "Agreement", as distinguished from "contract", means	385
the bargain of the parties in fact, as found in their language or	386
by implicationinferred from other circumstances, including course	387
of performance, course of dealing, or usage of trade, or course of	388
performance as provided in sections 1301.11 and 1302.11section	389
1301.303 of the Revised Code. Whether an agreement has legal	390
consequences is determined by Chapters 1301., 1302., 1303., 1304.,	391
1305., 1307., 1308., 1309., and 1310. of the Revised Code, if	392
applicable; otherwise by the law of contracts.	393

(D)(4) "Bank" means anya person engaged in the business of	394
banking and includes a savings bank, savings and loan association,	395
credit union, and trust company.	396

(E)(5) "Bearer" means thea person in control of a negotiable	397
electronic document of title or a person in possession of ana	398
negotiable instrument, negotiable tangible document of title, or	399
certificated security that is payable to bearer or endorsed	400
indorsed in blank.	401

(F)(6) "Bill of lading" means a document of title evidencing	402
the receipt of goods for shipment issued by a person engaged in	403
the business of directly or indirectly transporting or forwarding	404
goods, and includes an airbill. "Airbill" means a document serving	405
for air transportation as a bill of ladingThe term does for	406
marine or rail transportation, and includes an air consignment	407
note or air waybillnot include a warehouse receipt.	408

(G)(7) "Branch" includes a separately incorporated foreign	409
branch of a bank.	410

(H)(8) "Burden of establishing" a fact means the burden of	411
persuading the trierstrier of fact that the existence of the fact	412
is more probable than its nonexistence.	413

(I)(9) "Buyer in ordinary course of business" means a person	414
whothat buys goods in good faith, without knowledge that the sale	415
violates the rights of another person in the goods, and in the	416
ordinary course from a person, other than a pawnbroker, in the	417
business of selling goods of that kind. A person buys goods in the	418
ordinary course if the sale to the person comports with the usual	419
or customary practices in the kind of business in which the seller	420
is engaged or with the seller's own usual or customary practices.	421
A person whothat sells oil, gas, or other minerals at the	422
wellhead or minehead is a person in the business of selling goods	423
of that kind. A buyer in the ordinary course of business may buy	424
for cash, by exchange of other property, or on secured or	425
unsecured credit, and may acquire goods or documents of title	426
under a preexisting contract for sale. Only a buyer that takes	427
possession of the goods or has a right to recover the goods from	428
the seller under Chapter 1302. of the Revised Code may be a buyer	429
in ordinary course of business. A"Buyer in ordinary course of	430
business" does not include a person whothat acquires goods in a	431
transfer in bulk or as security for or in total or partial	432
satisfaction of a money debt is not a buyer in the ordinary course	433
of business.	434

(J) A term or clause is "conspicuous" when it is(10)	435
"Conspicuous", with reference to a term, means so written,	436
displayed, or presented that a reasonable person against whom	437
which it is to operate ought to have noticed it. A printed heading	438
in capitals (as: NONNEGOTIABLE BILL OF LADING) is "conspicuous."	439
Language in the body of a form is "conspicuous" if it is in larger	440
or other contrasting type or color. In a telegram, any stated term	441
is "conspicuous." Whether a term or clause is "conspicuous" or not	442
is for decision by the court. Conspicuous terms include the	443
following:	444

(a) A heading in capitals equal to or greater in size than	445
the surrounding text, or in contrasting type, font, or color to	446
the surrounding text of the same or lesser size; and	447

(b) Language in the body of a record or display in larger	448
type than the surrounding text, or in contrasting type, font, or	449
color to the surrounding text of the same size, or set off from	450
surrounding text of the same size by symbols or other marks that	451
call attention to the language.	452

(K)(11) "Consumer" means an individual who enters into a	453
transaction primarily for personal, family, or household purposes.	454

(12) "Contract", as distinguished from "agreement", means the	455
total legal obligation that results from the parties' agreement as	456
affecteddetermined by Chapters 1301., 1302., 1303., 1304., 1305.,	457
1307., 1308., 1309., and 1310. of the Revised Code, andas	458
supplemented by any other applicable rules of lawlaws.	459

(L)(13) "Creditor" includes a general creditor, a secured	460
creditor, a lien creditor, and any representative of creditors,	461
including an assignee for the benefit of creditors, a trustee in	462
bankruptcy, a receiver in equity, and an executor or administrator	463
of an insolvent debtor's or assignor's estate.	464

(M)(14) "Defendant" includes a person in the position of	465
defendant in cross-action ora counterclaim, cross-claim, or	466
third-party claim.	467

(N)(15) "Delivery" with respect to instrumentsan electronic	468
document of title means voluntary transfer of control and with	469
respect to an instrument, documentsa tangible document of title,	470
or chattel paper, or certificated securities means voluntary	471
transfer of possession.	472

(O)(16) "Document of title" includesmeans a bill of lading,	473
dock warrant, dock receipt, warehouse receipt, or order for the	474
delivery of goods, and any other documentrecord (i) that in the	475
regular course of business or financing is treated as adequately	476
evidencing that the person in possession or control of itthe	477
record is entitled to receive, control, hold, and dispose of the	478
documentrecord and the goods itthe record covers. To be a	479
document of title, a document must purportand (ii) that purports	480
to be issued by or addressed to a bailee and purport to cover	481
goods in the bailee's possession thatwhich are either identified	482
or are fungible portions of an identified mass. The term includes	483
a bill of lading, transport document, dock warrant, dock receipt,	484
warehouse receipt, and order for delivery of goods. An electronic	485
document of title means a document of title evidenced by a record	486
consisting of information stored in an electronic medium. A	487
tangible document of title means a document of title evidenced by	488
a record consisting of information that is inscribed on a tangible	489
medium.	490

(P)(17) "Fault" means a default, breach, or wrongful act,or	491
omission, or breach.	492

(Q)(18) "Fungible" with respect to goods or securities" means	493
goods or securities:	494

(a) Goods of which any unit is, by nature or usage of trade,	495
is the equivalent of any other like unit.; or	496

(b) Goods that are not fungible are fungible for the purposes	497
of Chapters 1301., 1302., 1303., 1304., 1305., 1307., 1308.,	498
1309., and 1310. of the Revised Code to the extent that under a	499
particularby agreement or document unlike units are treated as	500
equivalentsequivalent.	501

(R)(19) "Genuine" means free of forgery or counterfeiting.

502

(S)(20) "Good faith," except as otherwise provided in Chapter	503
1305. of the Revised Code, means honesty in fact in the conduct or	504
transaction concernedand the observance of reasonable commercial	505
standards of fair dealing.	506

(T)(1)(21) "Holder" with respect to a negotiable instrument	507
means either of the following:	508

(a) If the instrument is payable to bearer, aThe person who	509
is in possession of thea negotiable instrument;	510

(b) If the instrumentthat is payable either to bearer or to	511
an identified person, the identifiedthat is the person when in	512
possession of the instrument.	513

(2) "Holder" with respect to;

514

(b) The person in possession of a negotiable tangible	515
document of title means the person in possession if the goods are	516
deliverable either to bearer or to the order of the person in	517
possession; or	518

(c) The person in control of a negotiable electronic document	519
of title.	520

(U) To "honor" is to pay or to accept and pay, or where a	521
creditor so engages to purchase or discount a draft complying with	522
the terms of the credit.	523

(V)(22) "Insolvency proceedingsproceeding" include any	524
includes an assignment for the benefit of the creditors or other	525
proceedingsproceeding intended to liquidate or rehabilitate the	526
estate of the person involved.	527

(W) A person is(23) "insolventInsolvent" who either has	528
means:	529

(a) Having generally ceased to pay the person's debts in the	530
ordinary course of business or cannot pay the person'sother than	531
as a result of a bona fide dispute;	532

(b) Being unable to pay debts as they become due; or is

533

(c) Being insolvent within the meaning of the federal	534
bankruptcy law.	535

(X)(24) "Money" means a medium of exchange currently	536
authorized or adopted by a domestic or foreign government and. The	537
term includes a monetary unit of account established by an	538
intergovernmental organization or by agreement between two or more	539
nationscountries.	540

(Y) A person has "notice" of a fact when any of the following	541
applies:	542

(1) The person has actual knowledge of it.

543

(2) The person has received a notice or notification of it.

544

(3) From all the facts and circumstances known to the person	545
at the time in question, the person has reason to know that it	546
exists.	547

A person "knows" or has "knowledge" of the fact when the	548
person has actual knowledge of it. "Discover" or "learn" or a word	549
or phrase of similar import refers to knowledge rather than to	550
reason to know. The time and circumstances under which a notice or	551
notification may cease to be effective are not determined by this	552
section.	553

(Z) A person "notifies" or "gives" a notice or notification	554
to another person by taking the steps that may be reasonably	555
required to inform the other person in ordinary course, whether or	556
not the other person actually comes to know of it. A person	557
"receives" a notice or notification when either of the following	558
applies:	559

(1) It comes to the person's attention.

560

(2) It is duly delivered at the place of business through	561
which the contract was made or at any other place held out by the	562
person as the place for receipt of such communications.	563

(AA) Notice, knowledge, or a notice or notification received	564
by an organization is effective for a particular transaction from	565
the time when it is brought to the attention of the individual	566
conducting that transaction, and in any event from the time when	567
it would have been brought to the individual's attention if the	568
organization had exercised due diligence. An organization	569
exercises due diligence if it maintains reasonable routines for	570
communicating significant information to the person conducting the	571
transaction and there is reasonable compliance with the routine.	572
Due diligence does not require an individual acting for the	573
organization to communicate information unless that communication	574
is part of the individual's regular duties or unless the	575
individual has reason to know of the transaction and that the	576
transaction would be materially affected by the information.	577

(BB)(25) "Organization" includesmeans a corporation,	578
government, governmental subdivision or agency, business trust,	579
estate, trust, partnership, or association, two or more persons	580
having a joint or common interest, or anyperson other legal or	581
commercial entitythan an individual.	582

(CC)(26) "Party,", as distinctdistinguished from "third	583
party,", means a person whothat has engaged in a transaction or	584
made an agreement withinsubject to Chapters 1301., 1302., 1303.,	585
1304., 1305., 1307., 1308., 1309., and 1310. of the Revised Code.	586

(DD)(27) "Person" includesmeans an individual, corporation,	587
business trust, estate, trust, partnership, limited liability	588
company, association, joint venture, government, governmental	589
subdivision, agency, or instrumentality, public corporation, or	590
any other legal or an organizationcommercial entity.	591

(EE) "Presumption" or "presumed" means that the trier of fact	592
must find the existence of the fact presumed unless and until	593
evidence is introduced that would support a finding of its	594
nonexistence.	595

(FF)(28) "Present value" means the amount as of a date	596
certain of one or more sums payable in the future, discounted to	597
the date certain by use of either an interest rate specified by	598
the parties if that rate is not manifestly unreasonable at the	599
time the transaction is entered into or, if an interest rate is	600
not so specified, a commercially reasonable rate that takes into	601
account the facts and circumstances at the time the transaction is	602
entered into.	603

(29) "Purchase" includesmeans taking by sale, lease,	604
discount, negotiation, mortgage, pledge, lien, security interest,	605
issue or reissue, gift, or any other voluntary transaction	606
creating an interest in property.	607

(GG)(30) "Purchaser" means a person whothat takes by	608
purchase.	609

(HH)(31) "Record" means information that is inscribed on a	610
tangible medium or that is stored in an electronic or other medium	611
and is retrievable in perceivable form.	612

(32) "Remedy" means any remedial right to which an aggrieved	613
party is entitled with or without resort to a tribunal.	614

(II)(33) "Representative" includesmeans a person empowered	615
to act for another, including an agent, an officer of a	616
corporation or association, and a trustee, executor, or	617
administrator of an estate, or any other person empowered to act	618
for another.	619

(JJ)(34) "RightsRight" includes remediesremedy.

620

(KK)(1)(35) "Security interest" means an interest in personal	621
property or fixtures thatwhich secures payment or performance of	622
an obligation. "Security interest" also includes any interest of a	623
consignor and a buyer of accounts, chattel paper, a payment	624
intangible, or a promissory note in a transaction that is subject	625
to Chapter 1309. of the Revised Code. The"Security interest" does	626
not include the special property interest of a buyer of goods on	627
identification of those goods to a contract for sale under section	628
1302.42 of the Revised Code is not a security interest, but a	629
buyer also may also acquire a "security interest" by complying	630
with Chapter 1309. of the Revised Code. Except as otherwise	631
provided in section 1302.49 of the Revised Code, the right of a	632
seller or lessor of goods under Chapter 1302. or 1310. of the	633
Revised Code to retain or acquire possession of the goods is not a	634
"security interest", but a seller or lessor also may also acquire	635
a "security interest" by complying with Chapter 1309. of the	636
Revised Code. The retention or reservation of title by a seller of	637
goods notwithstanding shipment or delivery to the buyer under	638
section 1302.42 of the Revised Code is limited in effect to a	639
reservation of a "security interest. A lease-purchase agreement as	640
defined in division (F) of section 1351.01 of the Revised Code	641
shall never be intended as security.	642

(2)" Whether a transaction, other than a lease-purchase	643
agreement as defined in division (F) of section 1351.01the form	644
of the Revised Code, creates a lease orcreates a "security	645
interest" is determined by the facts of each case; however, a	646
transaction creates a security interest if the consideration the	647
lessee is to pay the lessor for the right to possession and use of	648
the goods is an obligation for the term of the lease not subject	649
to termination by the lessee and if any of the following applies:	650

(a) The original term of the lease is equal to or greater	651
than the remaining economic life of the goods.	652

(b) The lessee is bound to renew the lease for the remaining	653
economic life of the goods or is bound to become the owner of the	654
goods.	655

(c) The lessee has an option to renew the lease for the	656
remaining economic life of the goods for no additional	657
consideration or nominal additional consideration upon compliance	658
with the lease agreement.	659

(d) The lessee has an option to become the owner of the goods	660
for no additional consideration or nominal additional	661
consideration upon compliance with the lease agreement.	662

(3) A transaction does not create a security interest merely	663
because it provides any of the following:	664

(a) That the present value of the consideration the lessee is	665
obligated to pay the lessor for the right to possession and use of	666
the goods is substantially equal to or is greater than the fair	667
market value of the goods at the time the lease is entered into;	668

(b) That the lessee assumes risk of loss of the goods or	669
agrees to pay taxes, insurance, filing, recording, or registration	670
fees, or service or maintenance costs with respect to the goods;	671

(c) That the lessee has an option to renew the lease or to	672
become the owner of the goods;	673

(d) That the lessee has an option to renew the lease for a	674
fixed rent that is equal to or greater than the reasonably	675
predictable fair market rent for the use of the goods for the term	676
of the renewal at the time the option is to be performed;	677

(e) That the lessee has an option to become the owner of the	678
goods for a fixed price that is equal to or greater than the	679
reasonably predictable fair market value of the goods at the time	680
the option is to be performed.	681

(4) For purposes of division (KK) of this section, all of the	682
following apply:	683

(a) Additional consideration is not nominal if, when the	684
option to renew the lease is granted to the lessee, the rent is	685
stated to be the fair market rent for the use of the goods for the	686
term of the renewal determined at the time the option is to be	687
performed or, when the option to become the owner of the goods is	688
granted to the lessee, the price is stated to be the fair market	689
value of the goods determined at the time the option is to be	690
performed. Additional consideration is nominal if it is less than	691
the lessee's reasonably predictable cost of performing under the	692
lease agreement if the option is not exercised.	693

(b) "Reasonably predictable" and "remaining economic life of	694
the goods" are to be determined with reference to the facts and	695
circumstances at the time the parties entered into the	696
transaction.	697

(c) "Present value" means the amount as of a date certain of	698
one or more sums payable in the future, discounted to the date	699
certain. The discount is determined by the interest rate specified	700
by the parties if the rate is not manifestly unreasonable at the	701
time the parties entered into the transaction. Otherwise, the	702
discount is determined by a commercially reasonable rate that	703
takes into account the facts and circumstances of each case at the	704
time the parties entered into the transactionpursuant to section	705
1301.203 of the Revised Code.	706

(LL)(36) "Send" in connection with any writing, record, or	707
notice means to:	708

(a) To deposit in the mail or deliver for transmission by any	709
other usual means of communication with postage or cost of	710
transmission provided for and properly addressed and, in the case	711
of an instrument, to an address specified on itthereon or	712
otherwise agreed, or if there be none to any address reasonable	713
under the circumstances. The receipt of; or	714

(b) In any writingother way to cause to be received any	715
record or notice within the time at which it would have arrived if	716
properly sent has the effect of a proper sending.	717

(MM)(37) "Signed" includes using any symbol executed or	718
adopted by a party with present intention to authenticateadopt or	719
accept a writing.	720

(NN)(38) "State" means a state of the United States, the	721
District of Columbia, Puerto Rico, the United States Virgin	722
Islands, or any territory or insular possession subject to the	723
jurisdiction of the United States.	724

(39) "Surety" includes a guarantor or any other secondary	725
obligor.	726

(OO) "Telegram" includes a message transmitted by radio,	727
teletype, cable, any mechanical method of transmission, or the	728
like.	729

(PP)(40) "Term" means thata portion of an agreement which	730
that relates to a particular matter.	731

(QQ)(41) "Unauthorized" signature" means onea signature made	732
without actual, implied, or apparent authority and. The term	733
includes a forgery.	734

(RR) Except as otherwise provided with respect to negotiable	735
instruments and bank collections under sections 1303.32, 1304.20,	736
and 1304.21 of the Revised Code, a person gives "value" for rights	737
if the person acquires them in any of the following manners:	738

(1) In return for a binding commitment to extend credit or	739
for the extension of immediately available credit whether or not	740
drawn upon and whether or not a charge-back is provided for in the	741
event of difficulties in collection;	742

(2) As security for or in total or partial satisfaction of a	743
preexisting claim;	744

(3) By accepting delivery pursuant to a preexisting contract	745
for purchase;	746

(4) Generally, in return for any consideration sufficient to	747
support a simple contract.	748

(SS)(42) "Warehouse receipt" means a written or electronic	749
receiptdocument of title issued by a person engaged in the	750
business of storing goods for hire.	751

(TT) "Written" or "writing"(43) "Writing" includes printing,	752
typewriting, or any other intentional reduction to tangible form.	753
"Written" has a corresponding meaning.	754

Sec. 1301.202.  Notice; knowledge [UCC 1-202]

755

(A) Subject to division (F) of this section, a person has	756
"notice" of a fact if the person:	757

(1) Has actual knowledge of it;

758

(2) Has received a notice or notification of it; or

759

(3) From all the facts and circumstances known to the person	760
at the time in question, has reason to know that it exists.	761

(B) "Knowledge" means actual knowledge. "Knows" has a	762
corresponding meaning.	763

(C) "Discover", "learn", or words of similar import refer to	764
knowledge rather than to reason to know.	765

(D) A person "notifies" or "gives" a notice or notification	766
to another person by taking such steps as may be reasonably	767
required to inform the other person in ordinary course, whether or	768
not the other person actually comes to know of it.	769

(E) Subject to division (F) of this section, a person	770
"receives" a notice or notification when:	771

(1) It comes to that person's attention; or

772

(2) It is duly delivered in a form reasonable under the	773
circumstances at the place of business through which the contract	774
was made or at another location held out by that person as the	775
place for receipt of such communications.	776

(F) Notice, knowledge, or a notice or notification received	777
by an organization is effective for a particular transaction from	778
the time it is brought to the attention of the individual	779
conducting that transaction and, in any event, from the time it	780
would have been brought to the individual's attention if the	781
organization had exercised due diligence. An organization	782
exercises due diligence if it maintains reasonable routines for	783
communicating significant information to the person conducting the	784
transaction and there is reasonable compliance with the routines.	785
Due diligence does not require an individual acting for the	786
organization to communicate information unless the communication	787
is part of the individual's regular duties or the individual has	788
reason to know of the transaction and that the transaction would	789
be materially affected by the information.	790

Sec. 1301.203.  Lease distinguished from security interest	791
[UCC 1-203]	792

(A) Whether a transaction in the form of a lease creates a	793
lease or security interest is determined by the facts of each	794
case.	795

(B) A transaction in the form of a lease creates a security	796
interest if the consideration that the lessee is to pay the lessor	797
for the right to possession and use of the goods is an obligation	798
for the term of the lease and is not subject to termination by the	799
lessee, and:	800

(1) The original term of the lease is equal to or greater	801
than the remaining economic life of the goods;	802

(2) The lessee is bound to renew the lease for the remaining	803
economic life of the goods or is bound to become the owner of the	804
goods;	805

(3) The lessee has an option to renew the lease for the	806
remaining economic life of the goods for no additional	807
consideration or for nominal additional consideration upon	808
compliance with the lease agreement; or	809

(4) The lessee has an option to become the owner of the goods	810
for no additional consideration or for nominal additional	811
consideration upon compliance with the lease agreement.	812

(C) A transaction in the form of a lease does not create a	813
security interest merely because:	814

(1) The present value of the consideration the lessee is	815
obligated to pay the lessor for the right to possession and use of	816
the goods is substantially equal to or is greater than the fair	817
market value of the goods at the time the lease is entered into;	818

(2) The lessee assumes risk of loss of the goods;

819

(3) The lessee agrees to pay, with respect to the goods,	820
taxes, insurance, filing, recording, or registration fees, or	821
service or maintenance costs;	822

(4) The lessee has an option to renew the lease or to become	823
the owner of the goods;	824

(5) The lessee has an option to renew the lease for a fixed	825
rent that is equal to or greater than the reasonably predictable	826
fair market rent for the use of the goods for the term of the	827
renewal at the time the option is to be performed; or	828

(6) The lessee has an option to become the owner of the goods	829
for a fixed price that is equal to or greater than the reasonably	830
predictable fair market value of the goods at the time the option	831
is to be performed.	832

(D) Additional consideration is nominal if it is less than	833
the lessee's reasonably predictable cost of performing under the	834
lease agreement if the option is not exercised. Additional	835
consideration is not nominal if:	836

(1) When the option to renew the lease is granted to the	837
lessee, the rent is stated to be the fair market rent for the use	838
of the goods for the term of the renewal determined at the time	839
the option is to be performed; or	840

(2) When the option to become the owner of the goods is	841
granted to the lessee, the price is stated to be the fair market	842
value of the goods determined at the time the option is to be	843
performed.	844

(E) The "remaining economic life of the goods" and	845
"reasonably predictable" fair market rent, fair market value, or	846
cost of performing under the lease agreement must be determined	847
with reference to the facts and circumstances at the time the	848
transaction is entered into.	849

Sec. 1301.204.  Value [UCC 1-204]

850

Except as otherwise provided in Chapters 1303., 1304., and	851
1305. of the Revised Code, a person gives value for rights if the	852
person acquires them:	853

(A) In return for a binding commitment to extend credit or	854
for the extension of immediately available credit, whether or not	855
drawn upon and whether or not a charge-back is provided for in the	856
event of difficulties in collection;	857

(B) As security for, or in total or partial satisfaction of,	858
a preexisting claim;	859

(C) By accepting delivery under a preexisting contract for	860
purchase; or	861

(D) In return for any consideration sufficient to support a	862
simple contract.	863

Sec. 1301.10.        Sec. 1301.205. (A) WheneverReasonable time;	864
Seasonableness [UCC 1-205]	865

(A) Whether a time for taking an action required by Chapters	866
1301., 1302., 1303., 1304., 1305., 1307., 1308., 1309., and 1310.	867
of the Revised Code require any action to be taken within ais	868
reasonable time, any time that is not manifestly unreasonable may	869
be fixed by agreement.	870

(B) What is a reasonable time for taking any action depends	871
on the nature, purpose, and circumstances of thatthe action.	872

(C)(B) An action is taken "seasonably" whenif it is taken at	873
or within the time agreed or, if no time is agreed, at or within a	874
reasonable time.	875

Sec. 1301.206.  Presumptions [UCC 1-206]

876

Whenever Chapter 1301., 1302., 1303., 1304., 1305., 1307.,	877
1308., 1309., or 1310. of the Revised Code creates a "presumption"	878
with respect to a fact, or provides that a fact is "presumed," the	879
trier of fact must find the existence of the fact unless and until	880
evidence is introduced that supports a finding of its	881
nonexistence.	882

Sec. 1301.05.        Sec. 1301.301. (A)Territorial applicability;	883
parties' power to choose applicable law [UCC 1-301]	884

(A) Except as otherwise provided in this section, when a	885
transaction bears a reasonable relation to this state and also to	886
another state or nation, the parties may agree that the law either	887
of this state or of thesuch other state or nation shall govern	888
their rights and duties. In	889

(B) In the absence of an agreement of that natureeffective	890
under division (A) of this section, and except as provided in	891
division (C) of this section, Chapters 1301., 1302., 1303., 1304.,	892
1305., 1307., 1308., 1309., and 1310. of the Revised Code apply to	893
transactions bearing an appropriate relation to this state.	894

(B) Where(C) If one of the following provisions of Chapters	895
1301., 1302., 1303., 1304., 1305., 1307., 1308., 1309., and 1310.	896
of the Revised Code specifies the applicable law, that provision	897
governs and a contrary agreement is effective only to the extent	898
permitted by the law, including the conflict of laws rules, so	899
specified:	900

(1) Rights of creditors against sold goods, as provided in	901
sectionSection 1302.43 of the Revised Code;	902

(2) Applicability of sections 1304.01 to 1304.40Sections	903
1310.03 and 1310.04 of the Revised Code, as provided in section;	904

(3) Section 1304.02 of the Revised Code;

905

(3) Fund transfers under sections 1304.51 to 1304.85 of the	906
Revised Code, as provided in section(4) Section 1304.85 of the	907
Revised Code;	908

(4) Choice of law as to letters of credit under section(5)	909
Section 1305.15 of the Revised Code;	910

(5) Applicability of Chapter 1308. of the Revised Code, as	911
provided in section(6) Section 1308.05 of the Revised Code;	912

(6) Perfection provisions, including the effect of perfection	913
or nonperfection, and the priority of security interests and	914
agricultural liens of sections(7) Sections 1309.301 to 1309.307	915
of the Revised Code;	916

(7) Applicability of sections 1310.01 to 1310.78 of the	917
Revised Code, as provided in sections 1310.03 and 1310.04 of the	918
Revised Code.	919

Sec. 1301.302.  Variation by agreement [UCC 1-302]

920

(A) Except as otherwise provided in division (B) of this	921
section or elsewhere in Chapter 1301., 1303., 1304., 1305., 1307.,	922
1308., 1309., or 1310. of the Revised Code, the effect of	923
provisions of Chapters 1301., 1303., 1304., 1305., 1307., 1308.,	924
1309., and 1310. of the Revised Code may be varied by agreement.	925

(B) The obligations of good faith, diligence, reasonableness,	926
and care prescribed by Chapter 1301., 1302., 1303., 1304., 1305.,	927
1307., 1308., 1309., or 1310. of the Revised Code may not be	928
disclaimed by agreement. The parties, by agreement, may determine	929
the standards by which the performance of those obligations is to	930
be measured if those standards are not manifestly unreasonable.	931
Whenever Chapter 1301., 1302., 1303., 1304., 1305., 1307., 1308.,	932
1309., or 1310. of the Revised Code requires an action to be taken	933
within a reasonable time, a time that is not manifestly	934
unreasonable may be fixed by agreement.	935

(C) The presence in certain provisions of Chapter 1301.,	936
1302., 1303., 1304., 1305., 1307., 1308., 1309., or 1310. of the	937
Revised Code of the phrase "unless otherwise agreed", or words of	938
similar import, does not imply that the effect of other provisions	939
may not be varied by agreement under this section.	940

Sec. 1301.11.        Sec. 1301.303. (A)Course of performance, course of	941
dealing, and usage of trade [UCC 1-303]	942

(A) A "course of performance" is a sequence of conduct	943
between the parties to a particular transaction that exists if:	944

(1) The agreement of the parties with respect to the	945
transaction involves repeated occasions for performance by a	946
party; and	947

(2) The other party, with knowledge of the nature of the	948
performance and opportunity for objection to it, accepts the	949
performance or acquiesces in it without objection.	950

(B) A "course of dealing" is a sequence of previous conduct	951
concerning previous transactions between the parties to a	952
particular transaction whichthat is fairly to be regarded as	953
establishing a common basis of understanding for interpreting	954
their expressions and other conduct.	955

(B)(C) A "usage of trade" is any practice or method of	956
dealing having such regularity of observance in a place, vocation,	957
or trade as to justify an expectation that it will be observed	958
with respect to the transaction in question. The existence and	959
scope of such a usage are tomust be proved as facts. If it is	960
established that such a usage is embodied in a written trade code	961
or similar writingrecord, the interpretation of the writing	962
record is for the courta question of law.	963

(C)(D) A course of performance or course of dealing between	964
the parties and anyor usage of trade in the vocation or trade in	965
which they are engaged or of which they are or should be aware is	966
relevant in ascertaining the meaning of the parties' agreement,	967
may give particular meaning to specific terms of the agreement,	968
and may supplement or qualify the terms of anthe agreement. A	969
usage of trade applicable in the place in which part of the	970
performance under the agreement is to occur may be so utilized as	971
to that part of the performance.	972

(D) The(E) Except as otherwise provided in division (F) of	973
this section, the express terms of an agreement and anany	974
applicable course of performance, course of dealing, or usage of	975
trade shallmust be construed whereverwhenever reasonable as	976
consistent with each other; but when. If such a construction is	977
unreasonable express:	978

(1) Express terms control bothprevail over course of	979
performance, course of dealing, and usage of trade;	980

(2) Course of performance prevails over course of dealing and	981
usage of trade; and course	982

(3) Course of dealing controlsprevails over usage of trade.

983

(E) An applicable usage of trade in the place where any part	984
of performance is to occur shall be used in interpreting the	985
agreement as to that part of the performance.	986

(F) Subject to section 1302.12 of the Revised Code, a course	987
of performance is relevant to show a waiver or modification of any	988
term inconsistent with the course of performance.	989

(G) Evidence of a relevant usage of trade offered by one	990
party is not admissible unless and until hethat party has given	991
the other party such notice asthat the court finds sufficient to	992
prevent unfair surprise to the latterother party.	993

Sec. 1301.09.        Sec. 1301.304. EveryObligation of good faith [UCC	994
1-304]	995

Every contract or duty within Chapters 1301., 1302., 1303.,	996
1304., 1305., 1307., 1308., 1309., and 1310. of the Revised Code	997
imposes an obligation of good faith in its performance orand	998
enforcement.	999

Sec. 1301.06.        Sec. 1301.305. (A)Remedies to be liberally	1000
administered [UCC 1-305]	1001

(A) The remedies provided by Chapters 1301., 1302., 1303.,	1002
1304., 1305., 1307., 1308., 1309., and 1310. of the Revised Code	1003
shallmust be liberally administered to the end that the aggrieved	1004
party may be put in as good a position as if the other party had	1005
fully performed, but neither consequential or special damages nor	1006
penal damages may be had except as specifically provided in those	1007
chapters or by other rule of law.	1008

(B) Any right or obligation declared by Chapters 1301.,	1009
1302., 1303., 1304., 1305., 1307., 1308., 1309., and 1310. of the	1010
Revised Code is enforceable by action unless the provision	1011
declaring it specifies a different and limited effect.	1012

Sec. 1301.07.        Sec. 1301.306. AnyWaiver or renunciation of claim	1013
or right after breach [UCC 1-306]	1014

A claim or right arising out of an alleged breach canmay be	1015
discharged in whole or in part without consideration by a written	1016
waiver or renunciation signed and delivered byagreement of the	1017
aggrieved party in an authenticated record.	1018

Sec. 1301.08.        Sec. 1301.307. APrima facie evidence by third-party	1019
documents [UCC 1-307]	1020

A document in due form purporting to be a bill of lading,	1021
policy or certificate of insurance, official weigher's or	1022
inspector's certificate, consular invoice, or any other document	1023
authorized or required by the contract to be issued by a third	1024
party shall beis prima facie evidence of its own authenticity and	1025
genuineness and of the facts stated in the document by the third	1026
party.	1027

Sec. 1301.13.        Sec. 1301.308. (A)Performance or acceptance under	1028
reservation of rights [UCC 1-308]	1029

(A) A party who,that with explicit reservation of rights,	1030
performs or promises performance or assents to performance in a	1031
manner demanded or offered by the other party does not thereby	1032
prejudice the rights reserved. Such words as "without prejudice,"	1033
"under protest," or the like are sufficient.	1034

(B) Division (A) of this section does not apply to an accord	1035
and satisfaction.	1036

Sec. 1301.14.        Sec. 1301.309. AOption to accelerate at will [UCC	1037
1-309]	1038

A term providing that one party or histhat party's successor	1039
in interest may accelerate payment or performance or require	1040
collateral or additional collateral "at will" or "when hethe	1041
party "deems himselfitself insecure," or in words of similar	1042
import shall be construed to mean, means that he shall havethe	1043
party has power to do so only if hethat party in good faith	1044
believes that the prospect of payment or performance is impaired.	1045
The burden of establishing lack of good faith is on the party	1046
against whomwhich the power has been exercised.	1047

Sec. 1301.310.  Subordinated obligations [UCC 1-310]

1048

An obligation may be issued as subordinated to performance of	1049
another obligation of the person obligated, or a creditor may	1050
subordinate its right to performance of an obligation by agreement	1051
with either the person obligated or another creditor of the person	1052
obligated. Subordination does not create a security interest as	1053
against either the common debtor or a subordinated creditor.	1054

Sec. 1301.15.        Sec. 1301.311. TransactionsTransactions entered	1055
into before 7-1-62 [UCC 10-102(2)]	1056

Transactions validly entered into before July 1, 1962, and	1057
the rights, duties, and interests flowing from them remain valid	1058
after that date and may be terminated, completed, consummated, or	1059
enforced as required or permitted by any statute or other law	1060
amended or repealed by Amended Senate Bill No. 5 of the 104th	1061
General Assembly as though that repeal or amendment had not	1062
occurred.	1063

Instruments, documents, or notices filed prior to July 1,	1064
1962, in accordance with the law at the time of the filings shall	1065
be deemed to be filed under Chapters 1301., 1302., 1304., 1305.,	1066
1307., 1308., 1309., and 1310. of the Revised Code as of the	1067
original date or filing and may be continued or terminated as	1068
provided in those chapters.	1069

Sec. 1302.01.  (A) As used in sections 1302.01 to 1302.98 of	1070
the Revised Code, unless the context otherwise requires:	1071

(1) "Buyer" means a person who buys or contracts to buy	1072
goods.	1073

(2) "Good faith" in the case of a merchant means honesty in	1074
fact and the observance of reasonable commercial standards of fair	1075
dealing in the tradehas the same meaning as in section 1301.201	1076
of the Revised Code.	1077

(3) "Receipt" of goods means taking physical possession of	1078
them.	1079

(4) "Seller" means a person who sells or contracts to sell	1080
goods.	1081

(5) "Merchant" means a person who deals in goods of the kind	1082
or otherwise by the person's occupation holds the person out as	1083
having knowledge or skill peculiar to the practices or goods	1084
involved in the transaction or to whom such knowledge or skill may	1085
be attributed by the person's employment of an agent or broker or	1086
other intermediary who by the agent's, broker's, or other	1087
intermediary's occupation holds the person out as having such	1088
knowledge or skill.	1089

(6) "Financing agency" means a bank, finance company, or	1090
other person who in the ordinary course of business make advances	1091
against goods or documents of title or who by arrangement with	1092
either the seller or the buyer intervenes in ordinary course to	1093
make or collect payment due or claimed under the contract for	1094
sale, as by purchasing or paying the seller's draft or making	1095
advances against it or by merely taking it for collection whether	1096
or not documents of title accompany or are associated with the	1097
draft. "Financing agency" includes also a bank or other person who	1098
similarly intervenes between persons who are in the position of	1099
seller and buyer in respect to the goods under section 1302.81 of	1100
the Revised Code.	1101

(7) "Between merchants" means in any transaction with respect	1102
to which both parties are chargeable with the knowledge or skill	1103
of merchants.	1104

(8) "Goods" means all things (including specially	1105
manufactured goods) which are movable at the time of	1106
identification to the contract for sale other than the money in	1107
which the price is to be paid, investment securities, and things	1108
in action. "Goods" also includes the unborn young of animals and	1109
growing crops and other identified things attached to realty as	1110
described in section 1302.03 of the Revised Code.	1111

Goods must be both existing and identified before any	1112
interest in them can pass. Goods which are not both existing and	1113
identified are "Future" goods. A purported present sale of future	1114
goods or of any interest therein operates as a contract to sell.	1115

There may be a sale of a part interest in existing identified	1116
goods.	1117

An undivided share in an identified bulk of fungible goods is	1118
sufficiently identified to be sold although the quantity of the	1119
bulk is not determined. Any agreed proportion of such a bulk or	1120
any quantity thereof agreed upon by number, weight, or other	1121
measure may to the extent of the seller's interest in the bulk be	1122
sold to the buyer who then becomes an owner in common.	1123

(9) "Lot" means a parcel or a single article which is the	1124
subject matter of a separate sale or delivery, whether or not it	1125
is sufficient to perform the contract.	1126

(10) "Commercial unit" means such a unit of goods as by	1127
commercial usage is a single whole for purposes of sale and	1128
division of which materially impairs its character or value on the	1129
market or in use. A commercial unit may be a single article (as a	1130
machine) or a set of articles (as a suite of furniture or an	1131
assortment of sizes) or a quantity (as a bale, gross, or carload)	1132
or any other unit treated in use or in the relevant market as a	1133
single whole.	1134

(11) "Contract" and "agreement" are limited to those relating	1135
to the present or future sale of goods. "Contract for sale"	1136
includes both a present sale of goods and a contract to sell goods	1137
at a future time. A "sale" consists in the passing of title from	1138
the seller to the buyer for a price. A "present sale" means a sale	1139
which is accomplished by the making of the contract.	1140

(12) Goods or conduct including any part of a performance are	1141
"conforming" or conform to the contract when they are in	1142
accordance with the obligations under the contract.	1143

(13) "Termination" occurs when either party pursuant to a	1144
power created by agreement or law puts an end to the contract	1145
otherwise than for its breach. On "termination" all obligations	1146
which are still executory on both sides are discharged but any	1147
right based on prior breach or performance survives.	1148

(14) "Cancellation" occurs when either party puts an end to	1149
the contract for breach by the other and its effect is the same as	1150
that of "termination" except that the cancelling party also	1151
retains any remedy for breach of the whole contract or any	1152
unperformed balance.	1153

(B) Other definitions applying to sections 1302.01 to	1154
1302.98, inclusive, of the Revised Code are:	1155

(1) "Acceptance", as defined in section 1302.64 of the	1156
Revised Code;	1157

(2) "Banker's credit", as defined in section 1302.38 of the	1158
Revised Code;	1159

(3) "Confirmed credit", as defined in section 1302.38 of the	1160
Revised Code;	1161

(4) "Cover", as defined in section 1302.86 of the Revised	1162
Code;	1163

(5) "Entrusting", as defined in section 1302.44 of the	1164
Revised Code;	1165

(6) "Identification", as defined in section 1302.45 of the	1166
Revised Code;	1167

(7) "Installment contract", as defined in section 1302.70 of	1168
the Revised Code;	1169

(8) "Letter of credit", as defined in section 1302.38 of the	1170
Revised Code;	1171

(9) "Overseas", as defined in section 1302.36 of the Revised	1172
Code;	1173

(10) "Person in position of a seller", as defined in section	1174
1302.81 of the Revised Code;	1175

(11) "Sale on approval", as defined in section 1302.39 of the	1176
Revised Code;	1177

(12) "Sale or return", as defined in section 1302.39 of the	1178
Revised Code.	1179

(C) As used in sections 1302.01 to 1302.98 of the Revised	1180
Code, "check" and "draft" have the meaning set forth in section	1181
1303.03 of the Revised Code, "consignee" and "consignor" have the	1182
meaning set forth in section 1307.011307.102 of the Revised Code,	1183
"consumer goods" has the meaning set forth in section 1309.102 of	1184
the Revised Code, "control" has the same meaning as set forth in	1185
section 1307.106 of the Revised Code, and "dishonor" has the	1186
meaning set forth in section 1303.62 of the Revised Code.	1187

(D) The termsIn addition, Chapter 1301. of the Revised Code	1188
contains general definitions and principles of construction and	1189
interpretation set forth in sections 1301.01 to 1301.14 of the	1190
Revised Code, are applicable to sections 1302.01 to 1302.98 of the	1191
Revised Codethroughout this chapter.	1192

Sec. 1302.05.  Terms with respect to which the confirmatory	1193
memoranda of the parties agree or which are otherwise set forth in	1194
a writing intended by the parties as a final expression of their	1195
agreement with respect to such terms as are included therein may	1196
not be contradicted by evidence of any prior agreement or of a	1197
contemporaneous oral agreement but may be explained or	1198
supplemented:	1199

(A) by course of performance, course of dealing, or usage of	1200
trade as provided in section 1301.111301.303 of the Revised Code	1201
or by a course of performance as provided in section 1302.11 of	1202
the Revised Code; and	1203

(B) by evidence of consistent additional terms unless the	1204
court finds the writing to have been intended also as a complete	1205
and exclusive statement of the terms of the agreement.	1206

Sec. 1302.23.  Unless otherwise agreed:

1207

(A) Payment is due at the time and place at which the buyer	1208
is to receive the goods even though the place of shipment is the	1209
place of delivery; and	1210

(B) if the seller is authorized to send the goods hethe	1211
seller may ship them under reservation, and may tender the	1212
documents of title, but the buyer may inspect the goods after	1213
their arrival before payment is due unless such inspection is	1214
inconsistent with the terms of the contract as provided in section	1215
1302.57 of the Revised Code; and	1216

(C) if delivery is authorized and made by way of documents of	1217
title otherwise than as provided in division (B) of this section,	1218
then payment is due regardless of where the goods are to be	1219
received (1) at the time and place at which the buyer is to	1220
receive delivery of the tangible documents regardless of where the	1221
goods are to be receivedor (2) at the time the buyer is to	1222
receive delivery of the electronic documents and at the seller's	1223
place of business or if none, the seller's residence; and	1224

(D) where the seller is required or authorized to ship the	1225
goods on credit the credit period runs from the time of shipment	1226
but post-dating the invoice or delaying its dispatch will	1227
correspondingly delay the starting of the credit period.	1228

Sec. 1302.36.  (A) Where the contract contemplates overseas	1229
shipment and contains a term C.I.F. or C. & F. or F.O.B. vessel,	1230
the seller unless otherwise agreed must obtain a negotiable bill	1231
of lading stating that the goods have been loaded on board or, in	1232
the case of a term C.I.F. or C.&F., received for shipment.	1233

(B) Where in a case within division (A) of this section, a	1234
tangible bill of lading has been issued in a set of parts, unless	1235
otherwise agreed if the documents are not to be sent from abroad,	1236
the buyer may demand tender of the full set; otherwise only one	1237
part of the bill of lading need be tendered. Even if the agreement	1238
expressly requires a full set:	1239

(1) due tender of a single part is acceptable within the	1240
provisions of section 1302.52 of the Revised Code on cure of	1241
improper delivery; and	1242

(2) even though the full set is demanded, if the documents	1243
are sent from abroad the person tendering an incomplete set may	1244
nevertheless require payment upon furnishing an indemnity which	1245
the buyer in good faith deems adequate.	1246

(C) A shipment by water or by air or a contract contemplating	1247
such shipment is "overseas" insofar as by usage of trade or	1248
agreement it is subject to the commercial, financing, or shipping	1249
practices characteristic of international deep water commerce.	1250

Sec. 1302.42.  Each provision of sections 1302.01 to 1302.98	1251
of the Revised Code with regard to the rights, obligations, and	1252
remedies of the seller, the buyer, purchasers, or other third	1253
parties applies irrespective of title to the goods except where	1254
the provision refers to that title. Insofar as situations are not	1255
covered by the other provisions of sections 1302.01 to 1302.98 of	1256
the Revised Code and matters concerning title become material, the	1257
following rules apply:	1258

(A) Title to goods cannot pass under a contract for sale	1259
prior to their identification to the contract pursuant to section	1260
1302.45 of the Revised Code, and unless otherwise explicitly	1261
agreed the buyer acquires by their identification a special	1262
property as limited by Chapters 1301., 1302., 1303., 1304., 1305.,	1263
1307., 1308., 1309., and 1310. of the Revised Code. Any retention	1264
or reservation by the seller of the title (property) in goods	1265
shipped or delivered to the buyer is limited in effect to a	1266
reservation of a security interest. Subject to these provisions	1267
and to the provisions of Chapter 1309. of the Revised Code, title	1268
to goods passes from the seller to the buyer in any manner and on	1269
any conditions explicitly agreed on by the parties.	1270

(B) Unless otherwise explicitly agreed, title passes to the	1271
buyer at the time and place at which the seller completes	1272
performance with reference to the physical delivery of the goods,	1273
despite any reservation of a security interest and even though a	1274
document of title is to be delivered at a different time or place;	1275
and in particular and despite any reservation of a security	1276
interest by the bill of lading:	1277

(1) If the contract requires or authorized the seller to send	1278
the goods to the buyer but does not require the seller to deliver	1279
them at destination, title passes to the buyer at the time and	1280
place of shipment; but	1281

(2) If the contract requires delivery at destination, title	1282
passes on tender there.	1283

(C) Unless otherwise explicitly agreed where delivery is to	1284
be made without moving the goods:	1285

(1) If the seller is to deliver a tangible document of title,	1286
title passes at the time when and the place where the seller	1287
delivers the documents.and if the seller is to deliver an	1288
electronic document of title, title passes when the seller	1289
delivers the document; or	1290

(2) If the goods are at the time of contracting already	1291
identified and no documents of title are to be delivered, title	1292
passes at the time and place of contracting.	1293

(D) A rejection or other refusal by the buyer to receive or	1294
retain the goods, whether or not justified, or a justified	1295
revocation of acceptance revests title to the goods in the seller.	1296
The revesting occurs by operation of law and is not a "sale."	1297

Sec. 1302.44.  (A) A purchaser of goods acquires all title	1298
which the transferor had or had power to transfer except that a	1299
purchaser of a limited interest acquires rights only to the extent	1300
of the interest purchased. A person with voidable title has power	1301
to transfer a good title to a good faith purchaser for value. When	1302
goods have been delivered under a transaction of purchase, the	1303
purchaser has such power even though:	1304

(1) The transferor was deceived as to the identity of the	1305
purchaser, or	1306

(2) The delivery was in exchange for a check which is later	1307
dishonored, or	1308

(3) It was agreed that the transaction was to be a "cash	1309
sale", or	1310

(4) The delivery was procured through fraud punishable as	1311
larcenous under the criminal law.	1312

(B) Any entrusting of possession of goods to a merchant who	1313
deals in goods of that kind gives the merchant power to transfer	1314
all rights of the entruster to a buyer in ordinary course of	1315
business.	1316

(C) "Entrusting" includes any delivery and any acquiescence	1317
in retention of possession regardless of any condition expressed	1318
between the parties to the delivery or acquiescence and regardless	1319
of whether the procurement of the entrusting or the possessor's	1320
disposition of the goods have been such as to be larcenous under	1321
the criminal law.	1322

(D) The rights of other purchasers of goods and of lien	1323
creditors are governed by the provisions of Chapter 1309. and	1324
sections 1307.011307.102 to 1307.401307.603 of the Revised Code.	1325

Sec. 1302.47.  (A) Tender of delivery requires that the	1326
seller put and hold conforming goods at the buyer's disposition	1327
and give the buyer any notification reasonably necessary to enable	1328
himthe buyer to take delivery. The manner, time, and place for	1329
tender are determined by the agreement and sections 1302.01 to	1330
1302.98, inclusive, of the Revised Code, and in particular:	1331

(1) tender must be at a reasonable hour, and if it is of	1332
goods they must be kept available for the period reasonably	1333
necessary to enable the buyer to take possession; but	1334

(2) unless otherwise agreed the buyer must furnish facilities	1335
reasonably suited to the receipt of the goods.	1336

(B) Where the case is within section 1302.48 of the Revised	1337
Code respecting shipment, tender requires that the seller comply	1338
with its provisions.	1339

(C) Where the seller is required to deliver at a particular	1340
destination, tender requires that hethe seller comply with	1341
division (A) of this section and also in any appropriate case	1342
tender documents as described in divisions (D) and (E) of this	1343
section.	1344

(D) Where goods are in the possession of a bailee and are to	1345
be delivered without being moved:	1346

(1) tender requires that the seller either tender a	1347
negotiable document of title covering such goods or procure	1348
acknowledgment by the bailee of the buyer's right to possession of	1349
the goods; but	1350

(2) tender to the buyer of a non-negotiable document of title	1351
or of a written direction torecord directing the bailee to	1352
deliver is sufficient tender unless the buyer seasonably objects,	1353
and except as otherwise provided in Chapter 1309. of the Revised	1354
Code, receipt by the bailee of notification of the buyer's rights	1355
fixes those rights as against the bailee and all third persons;	1356
but risk of loss of the goods and of any failure by the bailee to	1357
honor the non-negotiable document of title or to obey the	1358
direction remains on the seller until the buyer has had a	1359
reasonable time to present the document or direction, and a	1360
refusal by the bailee to honor the document or to obey the	1361
direction defeats the tender.	1362

(E) Where the contract requires the seller to deliver	1363
documents:	1364

(1) hethe seller must tender all such documents in correct	1365
form, except as provided in division (B) of section 1302.36 of the	1366
Revised Code; and	1367

(2) tender through customary banking channels is sufficient	1368
and dishonor of a draft accompanying or associated with the	1369
documents constitutes nonacceptance or rejection.	1370

Sec. 1302.49.  (A) Where the seller has identified goods to	1371
the contract by or before shipment:	1372

(1) histhe seller's procurement of a negotiable bill of	1373
lading to histhe seller's own order or otherwise reserves in him	1374
the seller a security interest in the goods. HisThe seller's	1375
procurement of the bill to the order of a financing agency or of	1376
the buyer indicates in addition only the seller's expectation of	1377
transferring that interest to the person named.	1378

(2) a non-negotiable bill of lading to himselfthe seller's	1379
own self or histhe seller's nominee reserves possession of the	1380
goods as security but except in a case of conditional delivery as	1381
provided in section 1302.51 of the Revised Code, a non-negotiable	1382
bill of lading naming the buyer as consignee reserves no security	1383
interest even though the seller retains possession or control of	1384
the bill of lading.	1385

(B) When shipment by the seller with reservation of a	1386
security interest is in violation of the contract for sale it	1387
constitutes an improper contract for transportation within section	1388
1302.48 of the Revised Code but impairs neither the rights given	1389
to the buyer by shipment and identification of the goods to the	1390
contract nor the seller's powers as a holder of a negotiable	1391
document of title.	1392

Sec. 1302.50.  (A) A financing agency by paying or purchasing	1393
for value a draft which relates to a shipment of goods acquires to	1394
the extent of the payment or purchase and in addition to its own	1395
rights under the draft and any document of title securing it any	1396
rights of the shipper in the goods including the right to stop	1397
delivery and the shipper's right to have the draft honored by the	1398
buyer.	1399

(B) The right to reimbursement of a financing agency which	1400
has in good faith honored or purchased the draft under commitment	1401
to or authority from the buyer is not impaired by subsequent	1402
discovery of defects with reference to any relevant document which	1403
was apparently regular on its face.	1404

Sec. 1302.53.  (A) Where the contract requires or authorizes	1405
the seller to ship the goods by carrier:	1406

(1) if it does not require himthe seller to deliver them at	1407
a particular destination, the risk of loss passes to the buyer	1408
when the goods are duly delivered to the carrier even though the	1409
shipment is under reservation as provided in section 1302.49 of	1410
the Revised Code; but	1411

(2) if it does require himthe seller to deliver them at a	1412
particular destination and the goods are there duly tendered while	1413
in the possession of the carrier, the risk of loss passes to the	1414
buyer when the goods are there duly so tendered as to enable the	1415
buyer to take delivery.	1416

(B) Where the goods are held by a bailee to be delivered	1417
without being moved, the risk of loss passes to the buyer:	1418

(1) on histhe buyer's receipt of possession or control of a	1419
negotiable document of title covering the goods; or	1420

(2) on acknowledgment by the bailee of the buyer's right to	1421
possession of the goods; or	1422

(3) after histhe buyer's receipt of possession or control of	1423
a non-negotiable document of title or other written direction to	1424
deliver in a record, as provided in division (D) (2) of section	1425
1302.47 of the Revised Code.	1426

(C) In any case not within division (A) or (B) of this	1427
section, the risk of loss passes to the buyer on histhe buyer's	1428
receipt of the goods if the seller is a merchant; otherwise the	1429
risk passes to the buyer on tender of delivery.	1430

(D) The provisions of this section are subject to contrary	1431
agreement of the parties and to the provisions of sections 1302.40	1432
and 1302.54 of the Revised Code.	1433

Sec. 1302.63.  (A) The buyer's failure to state in connection	1434
with rejection a particular defect which is ascertainable by	1435
reasonable inspection precludes himthe buyer from relying on the	1436
unstated defect to justify rejection or to establish breach:	1437

(1) where the seller could have cured it if stated	1438
seasonably; or	1439

(2) between merchants when the seller has after rejection	1440
made a request in writing for a full and final written statement	1441
of all defects on which the buyer proposes to rely.	1442

(B) Payment against documents made without reservation of	1443
rights precludes recovery of the payment for defects apparent on	1444
the face ofin the documents.	1445

Sec. 1302.79.  (A) The seller may stop delivery of goods in	1446
the possession of a carrier or other bailee when he discovers the	1447
buyer to be insolvent as provided in section 1302.76 of the	1448
Revised Code and may stop delivery of carload, truckload,	1449
planeload, or larger shipments of express or freight when the	1450
buyer repudiates or fails to make a payment due before delivery or	1451
if for any other reason the seller has a right to withhold or	1452
reclaim the goods.	1453

(B) As against such buyer the seller may stop delivery until:

1454

(1) receipt of the goods by the buyer; or

1455

(2) acknowledgment to the buyer by any bailee of the goods	1456
except a carrier that the bailee holds the goods for the buyer; or	1457

(3) such acknowledgment to the buyer by a carrier by	1458
reshipment or as warehousemana warehouse; or	1459

(4) negotiation to the buyer of any negotiable document of	1460
title covering the goods.	1461

(C)(1) To stop delivery the seller must so notify as to	1462
enable the bailee by reasonable diligence to prevent delivery of	1463
the goods.	1464

(2) After such notification the bailee must hold and deliver	1465
the goods according to the directions of the seller but the seller	1466
is liable to the bailee for any ensuing charges or damages.	1467

(3) If a negotiable document of title has been issued for	1468
goods the bailee is not obliged to obey a notification to stop	1469
until surrender of possession or control of the document.	1470

(4) A carrier who has issued a non-negotiable bill of lading	1471
is not obliged to obey a notification to stop received from a	1472
person other than the consignor.	1473

Sec. 1303.01.  (A) As used in this chapter, unless the	1474
context otherwise requires:	1475

(1) "Acceptor" means a drawee who has accepted a draft.

1476

(2) "Drawee" means a person ordered in a draft to make	1477
payment.	1478

(3) "Drawer" means a person who signs or is identified in a	1479
draft as a person ordering payment.	1480

(4) "Good faith" means honesty in fact and the observance of	1481
reasonable commercial standards of fair dealinghas the same	1482
meaning as in section 1301.201 of the Revised Code.	1483

(5) "Issue" means the first delivery of an instrument by the	1484
maker or drawer to a holder or nonholder for the purpose of giving	1485
rights of the instrument to any person.	1486

(6) "Issuer" means a maker or drawer of an issued or unissued	1487
instrument.	1488

(7) "Maker" means a person who signs or is identified in a	1489
note as a person undertaking to pay.	1490

(8) "Order" means a written instruction to pay money signed	1491
by the person giving the instruction. The instruction may be	1492
addressed to any person, including the person giving the	1493
instruction, or to one or more persons jointly or in the	1494
alternative but not in succession. "Order" does not mean an	1495
authorization to pay unless the person authorized to pay also is	1496
instructed to pay.	1497

(9) "Ordinary care" in the case of a person engaged in	1498
business means observance of the reasonable commercial standards	1499
that are prevailing in the area in which the person is located	1500
with respect to the business in which the person is engaged. In	1501
the case of a bank that takes an instrument for processing for	1502
collection or payment by automated means, reasonable commercial	1503
standards do not require the bank to examine the instrument if the	1504
failure to examine does not violate the bank's prescribed	1505
procedures, and the bank's procedures do not vary unreasonably	1506
from general banking usage not disapproved by this chapter or	1507
Chapter 1304. of the Revised Code.	1508

(10) "Party" means a party to an instrument.

1509

(11) "Promise" means a written undertaking to pay money that	1510
is signed by the person undertaking to pay. "Promise" does not	1511
include an acknowledgment of an obligation by the obligor unless	1512
the obligor also undertakes to pay the obligation.	1513

(12) "Prove," with respect to a fact, means to meet the	1514
burden of establishing the fact.	1515

(13) "Remitter" means a person who purchases an instrument	1516
from its issuer if the instrument is payable to an identified	1517
person other than the purchaser.	1518

(B) As used in this chapter:

1519

(1) "Acceptance" has the same meaning as in section 1303.46	1520
of the Revised Code.	1521

(2) "Accommodation party" and "accommodated party" have the	1522
same meanings as in section 1303.59 of the Revised Code.	1523

(3) "Alteration" has the same meaning as in section 1303.50	1524
of the Revised Code.	1525

(4) "Anomalous indorsement," "blank indorsement," and	1526
"special indorsement" have the same meanings as in section 1303.25	1527
of the Revised Code.	1528

(5) "Certificate of deposit," "cashier's check," "check,"	1529
"draft," "instrument," "negotiable instrument," "note," "teller's	1530
check," and "traveler's check" have the same meanings as in	1531
section 1303.03 of the Revised Code.	1532

(6) "Certified check" has the same meaning as in section	1533
1303.46 of the Revised Code.	1534

(7) "Consideration" and "value" have the same meanings as in	1535
section 1303.33 of the Revised Code.	1536

(8) "Holder in due course" has the same meaning as in section	1537
1303.32 of the Revised Code.	1538

(9) "Incomplete instrument" has the same meaning as in	1539
section 1303.11 of the Revised Code.	1540

(10) "Indorsement" and "indorser" have the same meanings as	1541
in section 1303.24 of the Revised Code.	1542

(11) "Negotiation" has the same meaning as in section 1303.21	1543
of the Revised Code.	1544

(12) "Payable at a definite time" and "payable on demand"	1545
have the same meanings as in section 1303.07 of the Revised Code.	1546

(13) "Payable to bearer" and "payable to order" have the same	1547
meanings as in section 1303.10 of the Revised Code.	1548

(14) "Payment" has the same meaning as in section 1303.67 of	1549
the Revised Code.	1550

(15) "Person entitled to enforce" has the same meaning as in	1551
section 1303.31 of the Revised Code.	1552

(16) "Presentment" has the same meaning as in in section	1553
1303.59 of the Revised Code.	1554

(17) "Reacquisition" has the same meaning as in section	1555
1303.27 of the Revised Code.	1556

(18) "Transfer of instrument" has the same meaning as in	1557
section 1303.22 of the Revised Code.	1558

(C) As used in this chapter, "account," "bank," "banking	1559
day," "clearing house," "collecting bank," "customer," "depositary	1560
bank," "documentary draft," "intermediary bank," "item," "midnight	1561
deadline," "payor bank," and "suspends payments" have the same	1562
meanings as in section 1304.01 of the Revised Code.	1563

(D) The termsIn addition, Chapter 1301. of the Revised Code	1564
contains general definitions and general principles of	1565
construction and interpretation set forth in sections 1301.01 to	1566
1301.14 of the Revised Code are applicable tothroughout this	1567
chapter.	1568

Sec. 1304.01.  (A) As used in sections 1304.01 to 1304.40 of	1569
the Revised Code, unless the context requires otherwise:	1570

(1) "Account" means any deposit or credit account with a	1571
bank, including a demand, time, savings, passbook, share draft, or	1572
similar account, other than an account evidenced by a certificate	1573
of deposit.	1574

(2) "Afternoon" means the period of day between noon and	1575
midnight.	1576

(3) "Banking day" means the part of a day on which a bank is	1577
open to the public for carrying on substantially all of its	1578
banking functions.	1579

(4) "Clearing house" means an association of banks or other	1580
payors regularly clearing items.	1581

(5) "Customer" means a person having an account with a bank	1582
or for whom a bank has agreed to collect items, including a bank	1583
that maintains an account at another bank.	1584

(6) "Documentary draft" means a draft to be presented for	1585
acceptance or payment if specified documents, certified securities	1586
or instructions for uncertificated securities as defined in	1587
section 1308.01 of the Revised Code, or other certificates,	1588
statements, or similar documents are to be received by the drawee	1589
or other payor before acceptance or payment of the draft.	1590

(7) "Draft" means a draft as defined in section 1303.03 of	1591
the Revised Code or an item, other than an instrument, that is an	1592
order.	1593

(8) "Drawee" means a person ordered in a draft to make	1594
payment.	1595

(9) "Item" means an instrument or a promise or order to pay	1596
money handled by a bank for collection or payment. "Item" does not	1597
include a payment order governed by sections 1304.51 to 1304.85 of	1598
the Revised Code, a credit slip, or a debit card slip.	1599

(10) "Midnight deadline," with respect to a bank, is midnight	1600
on its next banking day following the banking day on which it	1601
receives the relevant item or notice or from which the time for	1602
taking action commences to run, whichever is later.	1603

(11) "Settle" means to pay in cash, by clearing house	1604
settlement, in a charge or credit or by remittance, or otherwise	1605
as agreed. A settlement may be either provisional or final.	1606

(12) "Suspends payments" with respect to a bank means that it	1607
has been closed by order of the supervisory authorities, that a	1608
public officer has been appointed to take it over, or that it	1609
ceases or refuses to make payments in the ordinary course of	1610
business.	1611

(B) As used in sections 1304.01 to 1304.40 of the Revised	1612
Code:	1613

(1) "Bank" means a person engaged in the business of banking,	1614
including a savings bank, a savings and loan association, a credit	1615
union, or a trust company.	1616

(2) "Depositary bank" means the first bank to take an item	1617
even though it is also the payor bank, unless the item is	1618
presented for immediate payment over the counter.	1619

(3) "Payor bank" means a bank that is a drawee of a draft.

1620

(4) "Intermediary bank" means a bank to which an item is	1621
transferred in course of collection except the depositary or payor	1622
bank.	1623

(5) "Collecting bank" means a bank handling an item for	1624
collection except the payor bank.	1625

(6) "Presenting bank" means a bank presenting an item except	1626
a payor bank.	1627

(C) As used in sections 1304.01 to 1304.40 of the Revised	1628
Code:	1629

(1) "Acceptance" and "certified check" have the same meanings	1630
as in section 1303.46 of the Revised Code.	1631

(2) "Alteration" has the same meaning as in section 1303.50	1632
of the Revised Code.	1633

(3) "Cashier's check," "certificate of deposit," "check,"	1634
"instrument," and "teller's check" have the same meanings as in	1635
section 1303.03 of the Revised Code.	1636

(4) "Good faith," "orderControl" has the same meaning as in	1637
section 1307.106 of the Revised Code.	1638

(5) "Good faith" has the same meaning as in section 1301.201	1639
of the Revised Code.	1640

(6) "Order," "ordinary care," "promise," and "prove" have the	1641
same meanings as in section 1303.01 of the Revised Code.	1642

(5)(7) "Holder in due course" has the same meaning as in	1643
section 1303.32 of the Revised Code.	1644

(6)(8) "Notice of dishonor" has the same meaning as in	1645
section 1303.63 of the Revised Code.	1646

(7)(9) "Person entitled to enforce" has the same meaning as	1647
in section 1303.31 of the Revised Code.	1648

(8)(10) "Presentment" has the same meaning as in section	1649
1303.61 of the Revised Code.	1650

(9)(11) "Unauthorized signature" has the same meaning as in	1651
section 1303.43 of the Revised Code.	1652

(D) The termsIn addition, Chapter 1301. of the Revised Code	1653
contains general definitions and principles of construction and	1654
interpretation in sections 1301.01 to 1301.14 of the Revised Code	1655
are applicable tothroughout sections 1304.01 to 1304.40 of the	1656
Revised Code.	1657

Sec. 1304.20.  (A) A collecting bank has a security interest	1658
in an item and any accompanying documents or the proceeds of the	1659
item or documents in any of the following manners:	1660

(1) In the case of an item deposited in an account, to the	1661
extent to which credit given for the item has been withdrawn or	1662
applied;	1663

(2) In the case of an item for which it has given credit	1664
available for withdrawal as of right, to the extent of the credit	1665
given, whether or not the credit is drawn upon or there is a right	1666
of charge-back;	1667

(3) If it makes an advance on or against the item.

1668

(B) If credit given for several items received at one time or	1669
pursuant to a single agreement is withdrawn or applied in part,	1670
the security interest remains upon all the items, any accompanying	1671
documents, or the proceeds of either. For the purpose of this	1672
section, credits first given are first withdrawn.	1673

(C) Receipt by a collecting bank of a final settlement for an	1674
item is a realization on its security interest in the item,	1675
accompanying documents, and proceeds. So long as the bank does not	1676
receive final settlement for the item or give up possession of the	1677
item or possession or control of the accompanying documents for	1678
purposes other than collection, the security interest continues to	1679
that extent and is subject to Chapter 1309. of the Revised Code,	1680
except for all of the following:	1681

(1) No security agreement is necessary to make the security	1682
interest enforceable under division (B)(3)(a) of section 1309.203	1683
of the Revised Code.	1684

(2) No filing is required to perfect the security interest.

1685

(3) The security interest has priority over conflicting	1686
perfected security interests in the item, accompanying documents,	1687
or proceeds.	1688

Sec. 1304.51.  (A) As used in sections 1304.51 to 1304.85 of	1689
the Revised Code:	1690

(1) "Authorized account" means a deposit account of a	1691
customer in a bank designated by the customer as a source of	1692
payment of payment orders issued by the customer to the bank. If a	1693
customer does not so designate an account, any account of the	1694
customer is an authorized account if payment of a payment order	1695
from that account is not inconsistent with a restriction on the	1696
use of that account.	1697

(2) "Bank" means a person engaged in the business of banking	1698
and includes a savings bank, savings and loan association, credit	1699
union, and trust company. A branch or separate office of a bank is	1700
a separate bank for purposes of sections 1304.51 to 1304.85 of the	1701
Revised Code.	1702

(3) "Beneficiary" means the person to be paid by the	1703
beneficiary's bank.	1704

(4) "Beneficiary's bank" means the bank identified in a	1705
payment order in which an account of the beneficiary is to be	1706
credited pursuant to the order or which otherwise is to make	1707
payment to the beneficiary if the order does not provide for	1708
payment to an account.	1709

(5) "Customer" means a person, including a bank, having an	1710
account with a bank or from whom a bank has agreed to receive	1711
payment orders.	1712

(6) "Funds transfer" means the series of transactions,	1713
beginning with the originator's payment order, made for the	1714
purpose of making payment to the beneficiary of the order. "Funds	1715
transfer" includes any payment order issued by the originator's	1716
bank or an intermediary bank intended to carry out the	1717
originator's payment order. A funds transfer is completed by	1718
acceptance by the beneficiary's bank of a payment order for the	1719
benefit of the beneficiary of the originator's payment order.	1720

(7) "Funds-transfer business day" of a receiving bank means	1721
the part of a day during which the receiving bank is open for the	1722
receipt, processing, and transmittal of payment orders and	1723
cancellations and amendments of payment orders.	1724

(8) "Funds-transfer system" means a wire transfer network,	1725
automated clearing house, or other communication system of a	1726
clearing house or other association of banks through which a	1727
payment order by a bank may be transmitted to the bank to which	1728
the order is addressed.	1729

(9) "Good faith" means honesty in fact and the observance of	1730
reasonable commercial standards of fair dealinghas the same	1731
meaning as in section 1301.201 of the Revised Code.	1732

(10) "Intermediary bank" means a receiving bank other than	1733
the originator's bank or the beneficiary's bank.	1734

(11) "Originator" means the sender of the first payment order	1735
in a funds transfer.	1736

(12) "Originator's bank" means the receiving bank to which	1737
the payment order of the originator is issued if the originator is	1738
not a bank, or the originator if the originator is a bank.	1739

(13)(a) "Payment order" means an instruction of a sender to a	1740
receiving bank, transmitted orally, electronically, or in writing,	1741
to pay, or to cause another bank to pay, a fixed or determinable	1742
amount of money to a beneficiary if all of the following apply:	1743

(i) The instruction does not state a condition to payment to	1744
the beneficiary other than time of payment.	1745

(ii) The receiving bank is to be reimbursed by debiting an	1746
account of, or otherwise receiving payment from, the sender.	1747

(iii) The instruction is transmitted by the sender directly	1748
to the receiving bank or to an agent, funds-transfer system, or	1749
communication system for transmittal to the receiving bank.	1750

(b) If the instruction complying with division (A)(13)(a) of	1751
this section is to make more than one payment to a beneficiary,	1752
the instruction is a separate payment order with respect to each	1753
payment.	1754

(c) A payment order is issued when it is sent to the	1755
receiving bank.	1756

(14) "Prove," with respect to a fact, means to meet the	1757
burden of establishing the fact.	1758

(15) "Receiving bank" means the bank to which the sender's	1759
instruction is addressed.	1760

(16) "Sender" means the person giving the instruction to the	1761
receiving bank.	1762

(B) Other definitions applying to sections 1304.51 to 1304.85	1763
of the Revised Code are:	1764

(1) "Acceptance" as defined in section 1304.64 of the Revised	1765
Code;	1766

(2) "Executed" as defined in section 1304.68 of the Revised	1767
Code;	1768

(3) "Execution date" as defined in section 1304.68 of the	1769
Revised Code;	1770

(4) "Funds-transfer system rule" as defined in section	1771
1304.79 of the Revised Code;	1772

(5) "Payment by beneficiary's bank to beneficiary" as defined	1773
in section 1304.77 of the Revised Code;	1774

(6) "Payment by originator to beneficiary" as defined in	1775
section 1304.78 of the Revised Code;	1776

(7) "Payment by sender to receiving bank" as defined in	1777
section 1304.75 of the Revised Code;	1778

(8) "Payment date" as defined in section 1304.73 of the	1779
Revised Code;	1780

(9) "Security procedure" as defined in section 1304.56 of the	1781
Revised Code.	1782

(C) As used in sections 1304.51 to 1304.85 of the Revised	1783
Code, "clearing house," "item," and "suspends payments" have the	1784
same meanings as in section 1304.01 of the Revised Code.	1785

(D) The termsIn addition, Chapter 1301. of the Revised Code	1786
contains general definitions and principles of construction and	1787
interpretation set forth in sections 1301.01 to 1301.14 of the	1788
Revised Code are applicable tothroughout sections 1304.51 to	1789
1304.85 of the Revised Code.	1790

Sec. 1304.53.  (A) The time of receipt of a payment order or	1791
communication canceling or amending a payment order is determined	1792
by the rules applicable to receipt of a notice as provided in	1793
division (AA) of section 1301.011301.202 of the Revised Code. A	1794
receiving bank may fix a cut-off time or times on a funds-transfer	1795
business day for the receipt and processing of payment orders and	1796
communications canceling or amending payment orders. Different	1797
cut-off times may apply to payment orders, cancellations, or	1798
amendments, or to different categories of payment orders,	1799
cancellations, or amendments. A cut-off time may apply to senders	1800
generally or different cut-off times may apply to different	1801
senders or categories of payment orders. If a payment order or	1802
communication canceling or amending a payment order is received	1803
after the close of a funds-transfer business day or after the	1804
appropriate cut-off time on a funds-transfer business day, the	1805
receiving bank may treat the payment order or communication as	1806
received at the opening of the next funds-transfer business day.	1807

(B) If sections 1304.51 to 1304.85 of the Revised Code refer	1808
to an execution date or payment date or state a day on which a	1809
receiving bank is required to take action, and the date or day	1810
does not fall on a funds-transfer business day, the next day that	1811
is a funds-transfer business day is treated as the date or day	1812
stated, unless the contrary is stated in these sections.	1813

Sec. 1304.59.  (A) If a receiving bank accepts a payment	1814
order issued in the name of its customer as sender which is not	1815
authorized and not effective as the order of the customer under	1816
section 1304.57 of the Revised Code, or not enforceable, in whole	1817
or in part, against the customer under section 1304.58 of the	1818
Revised Code, the bank shall refund any payment of the payment	1819
order received from the customer to the extent the bank is not	1820
entitled to enforce payment and shall pay interest on the	1821
refundable amount calculated from the date the bank received	1822
payment to the date of the refund. The customer is not entitled to	1823
interest from the bank on the amount to be refunded if the	1824
customer fails to exercise ordinary care to determine that the	1825
order was not authorized by the customer and to notify the bank of	1826
the relevant facts within a reasonable time not exceeding ninety	1827
days after the date the customer received notification from the	1828
bank that the order was accepted or that the customer's account	1829
was debited with respect to the order. The bank is not entitled to	1830
any recovery from the customer on account of a failure by the	1831
customer to give notification as stated in this section.	1832

(B) Reasonable time under division (A) of this section may be	1833
fixed by agreement as provided in division (A)(B) of section	1834
1301.101301.302 of the Revised Code, but the obligation of a	1835
receiving bank to refund payment as provided in division (A) of	1836
this section may not otherwise be varied by agreement.	1837

Sec. 1305.02.  (A) This chapter applies to letters of credit	1838
and to certain rights and obligations arising out of transactions	1839
involving letters of credit.	1840

(B) The statement of a rule in this chapter does not by	1841
itself require, imply, or negate application of the same or a	1842
different rule to a situation not provided for, or to a person not	1843
specified, in this chapter.	1844

(C) With the exception of this division, divisions (A) and	1845
(D) of this section, divisions (A)(9) and (10) of section 1305.01,	1846
division (D) of section 1305.05, and division (D) of section	1847
1305.13, and except to the extent prohibited in division (C) of	1848
section 1301.021301.302 and division (D) of section 1305.16 of	1849
the Revised Code, the effect of this chapter may be varied by	1850
agreement or by a provision stated or incorporated by reference in	1851
an undertaking. A term in an agreement or undertaking generally	1852
excusing liability or generally limiting remedies for failure to	1853
perform obligations is not sufficient to vary obligations	1854
prescribed by this chapter.	1855

(D) Rights and obligations of an issuer to a beneficiary or a	1856
nominated person under a letter of credit are independent of the	1857
existence, performance, or nonperformance of a contract or	1858
arrangement out of which the letter of credit arises or which	1859
underlies it, including contracts or arrangements between the	1860
issuer and the applicant and between the applicant and the	1861
beneficiary.	1862

Sec. 1306.02.  (A) Except as provided in division (B) of this	1863
section, sections 1306.01 to 1306.23 of the Revised Code apply to	1864
electronic records and electronic signatures relating to a	1865
transaction.	1866

(B) Sections 1306.01 to 1306.23 of the Revised Code do not	1867
apply to a transaction to the extent it is governed by any of the	1868
following:	1869

(1) A law governing the creation and execution of wills,	1870
codicils, or testamentary trusts;	1871

(2) Chapter 1301., except sections 1301.07 and 1301.12	1872
section 1301.306, and Chapters 1303., 1304., 1305., 1307., 1308.,	1873
and 1309. of the Revised Code.	1874

Sec. 1306.15.  (A) As used in this section, "transferable	1875
record" means an electronic record that satisfies both of the	1876
following:	1877

(1) The transferable record would be a note under Chapter	1878
1303. or a document under Chapter 1307. of the Revised Code, if	1879
the electronic record were in writing.	1880

(2) The issuer of the electronic record expressly has agreed	1881
that it is a transferable record.	1882

(B) A person has control of a transferable record if a system	1883
employed for evidencing the transfer of interests in the	1884
transferable record reliably establishes that person as the person	1885
to which the transferable record was issued or transferred.	1886

(C) A system satisfies division (B) of this section, and a	1887
person is deemed to have control of a transferable record, if the	1888
transferable record is created, stored, and assigned in such a	1889
manner that satisfies all of the following:	1890

(1) A single authoritative copy of the transferable record	1891
exists that is unique, identifiable, and, except as provided in	1892
divisions (C)(4) to (6) of this section, unalterable.	1893

(2) The authoritative copy identifies the person asserting	1894
control as either of the following:	1895

(a) The person to which the transferable record was issued;

1896

(b) If the authoritative copy indicates that the transferable	1897
record has been transferred, the person to which the transferable	1898
record most recently was transferred.	1899

(3) The authoritative copy is communicated to and maintained	1900
by the person asserting control or its designated custodian.	1901

(4) Copies or revisions that add or change an identified	1902
assignee of the authoritative copy may be made only with the	1903
consent of the person asserting control.	1904

(5) Each copy of the authoritative copy and any copy of a	1905
copy is readily identifiable as a copy that is not the	1906
authoritative copy.	1907

(6) Any revision of the authoritative copy is readily	1908
identifiable as authorized or unauthorized.	1909

(D)(1) Except as otherwise agreed, a person having control of	1910
a transferable record is the holder, as defined in section 1301.01	1911
1301.201 of the Revised Code, of the transferable record and has	1912
the same rights and defenses as a holder of an equivalent record	1913
or writing under the uniform commercial code. If the applicable	1914
statutory requirements under section 1303.32, 1307.291307.501, or	1915
1309.27 of the Revised Code are satisfied, these rights and	1916
defenses include the rights and defenses of a holder in due	1917
course, a holder to which a negotiable document of title has been	1918
duly negotiated, or a purchaser, respectively.	1919

(2) Delivery, possession, and indorsement are not required to	1920
obtain or exercise any of the rights under division (D)(1) of this	1921
section.	1922

(E) Except as otherwise agreed, an obligor under a	1923
transferable record has the same rights and defenses as an	1924
equivalent obligor under equivalent records or writings under the	1925
uniform commercial code.	1926

(F)(1) If requested by a person against which enforcement is	1927
sought, the person seeking to enforce the transferable record	1928
shall provide reasonable proof that the person is in control of	1929
the transferable record.	1930

(2) Proof required by division (F)(1) of this section may	1931
include access to the authoritative copy of the transferable	1932
record and related business records sufficient to review the terms	1933
of the transferable record and to establish the identity of the	1934
person having control of the transferable record.	1935

Sec. 1307.101.  Short title [UCC 7-101]

1936

(A) This chapter may be cited as "Uniform Commercial Code,	1937
documents of title."	1938

(B) This chapter uses the numbering system of the national	1939
conference of commissioners on uniform state laws. The digits to	1940
the right of the decimal point are sequential and not supplemental	1941
to any preceding Revised Code section.	1942

Sec. 1307.01.        Sec. 1307.102. (A)Definitions and index of	1943
definitions [UCC 7-102]	1944

(A) As used in sections 1307.011307.101 to 1307.401307.603	1945
of the Revised Code, unless the context otherwise requires:	1946

(1) "Bailee" means thea person whothat by a warehouse	1947
receipt, bill of lading, or other document of the title	1948
acknowledges possession of goods and contracts to deliver them.	1949

(2) "Carrier" means a person that issues a bill of lading.

1950

(3) "Consignee" means thea person named in a bill of lading	1951
to whomwhich or to whose order the bill promises delivery.	1952

(3)(4) "Consignor" means thea person named in a bill of	1953
lading as the person from whomwhich the goods have been received	1954
for shipment.	1955

(4)(5) "Delivery order" means a writtenrecord that contains	1956
an order to deliver goods directed to a warehousemanwarehouse,	1957
carrier, or other person whothat in the ordinary course of	1958
business issues warehouse receipts or bills of lading.	1959

(5) "Document" means document of title as defined in division	1960
(O) of section 1301.01 of the Revised Code.	1961

(6) "Good faith" has the same meaning as in section 1301.201	1962
of the Revised Code.	1963

(7) "Goods" means all things whichthat are treated as	1964
removablemovable for the purposes of a contract of storage or	1965
transportation.	1966

(7)(8) "Issuer" means a bailee whothat issues a document	1967
except thatof title or, in relation tothe case of an unaccepted	1968
delivery order it means, the person whothat orders the possessor	1969
of goods to deliver. IssuerThe term includes anya person for	1970
whomwhich an agent or employee purports to act in issuing a	1971
document if the agent or employee has real or apparent authority	1972
to issue documents, notwithstanding thateven if the issuer	1973
received nodid not receive any goods or that, the goods were	1974
misdescribed, or that in any other respect the agent or employee	1975
violated histhe issuer's instructions.	1976

(8)(9) "Person entitled under the document" means the holder,	1977
in the case of a negotiable document of title, or the person to	1978
which delivery of the goods is to be made by the terms of, or	1979
pursuant to instructions in a record under, a nonnegotiable	1980
document of title.	1981

(10) "Record" means information that is inscribed on a	1982
tangible medium or that is stored in an electronic or other medium	1983
and is retrievable in perceivable form.	1984

(11) "Sign" means, with present intent to authenticate or	1985
adopt a record:	1986

(a) To execute or adopt a tangible symbol; or

1987

(b) To attach to or logically associate with the record an	1988
electronic sound, symbol, or process.	1989

(12) "Shipper" means a person that enters into a contract of	1990
transportation with a carrier.	1991

(13) "WarehousemanWarehouse" ismeans a person engaged in	1992
the business of storing of goods for hire.	1993

(B) Other definitions applying to sections 1307.01 to 1307.40	1994
of the Revised Code are:	1995

(1) "Duly negotiate, as defined in section 1307.29 of the	1996
Revised Code;	1997

(2) "Person entitled under the document," as defined in	1998
section 1307.27 of the Revised Code.	1999

(C) As used in sections 1307.011307.101 to 1307.401307.603	2000
of the Revised Code, "contract for sale" and "receipt" of goods	2001
have the meaning set forth in section 1302.01 of the Revised Code,	2002
and "overseaslessee in the ordinary course of business" has the	2003
meaning set forth in section 1302.361310.01 of the Revised Code.	2004

(D) The terms(C) In addition, Chapter 1301. of the Revised	2005
Code contains general definitions and principles of construction	2006
and interpretation contained in sections 1301.01 to 1301.14 of the	2007
Revised Code are applicable to sections 1307.01 to 1307.40 of the	2008
Revised Codethroughout this chapter.	2009

Sec. 1307.02.        Sec. 1307.103. Sections 1307.01Relation of Chapter	2010
1307. of the Revised Code to treaty or statute [UCC 7-103]	2011

(A) Sections 1307.101 to 1307.603 of the Revised Code are	2012
subject to any treaty or statute of the United States or	2013
regulatory statute of this state to the extent the treaty,	2014
statute, or regulatory statute is applicable.	2015

(B) Sections 1307.101 to 1307.40, inclusive,1307.603 of the	2016
Revised Code do not repeal or modify or repeal any lawslaw	2017
prescribing the form or contentscontent of documentsa document	2018
of title or the services or facilities to be afforded by baileesa	2019
bailee, or otherwise regulating bailees' businessesa bailee's	2020
business in respects not specifically dealt with herein; but the	2021
fact thattreated in those sections. However, violation of such	2022
laws are violateda law does not affect the status of a document	2023
of title whichthat otherwise complies withis within the	2024
definition of a document of title set forth in division (O) of	2025
section 1301.01 of the Revised Code.	2026

(C) Sections 1307.101 to 1307.603 of the Revised Code modify,	2027
limit, and supersede the federal "Electronic Signatures in Global	2028
and National Commerce Act," 15 U.S.C. section 7001, et seq., but	2029
do not modify, limit, or supersede section 101(c) of that act (15	2030
U.S.C. section 7001(c)) or authorize electronic delivery of any of	2031
the notices described in section 103(b) of that act (15 U.S.C.	2032
section 7003(b)).	2033

(D) To the extent there is a conflict between Chapters 1306.	2034
and 1307. of the Revised Code, Chapter 1307. of the Revised Code	2035
governs.	2036

Sec. 1307.04.        Sec. 1307.104. (A) A warehouse receipt, bill of	2037
lading, or otherNegotiable and nonnegotiable document of title	2038
[UCC 7-104]	2039

(A) Except as otherwise provided in division (C) of this	2040
section, a document of title is negotiable:	2041

(1) if by its terms the goods are to be delivered to bearer	2042
or to the order of a named person; or	2043

(2) where recognized in overseas trade, if it runs to a named	2044
person or assigns.	2045

(B) Any otherA document other than one described in division	2046
(A) of this section is non-negotiablenonnegotiable. A bill of	2047
lading in which it is statedthat states that the goods are	2048
consigned to a named person is not made negotiable by a provision	2049
that the goods are to be delivered only against a writtenan order	2050
in a record signed by the same or another named person.	2051

(C) A document of title is nonnegotiable if, at the time it	2052
is issued, the document has a conspicuous legend, however	2053
expressed, that it is nonnegotiable.	2054

Sec. 1307.105.  Reissuance in alternative medium [UCC 7-105]

2055

(A) Upon request of a person entitled under an electronic	2056
document of title, the issuer of the electronic document may issue	2057
a tangible document of title as a substitute for the electronic	2058
document if:	2059

(1) The person entitled under the electronic document	2060
surrenders control of the document to the issuer; and	2061

(2) The tangible document when issued contains a statement	2062
that it is issued in substitution for the electronic document.	2063

(B) Upon issuance of a tangible document of title in	2064
substitution for an electronic document of title in accordance	2065
with division (A) of this section:	2066

(1) The electronic document ceases to have any effect or	2067
validity; and	2068

(2) The person that procured issuance of the tangible	2069
document warrants to all subsequent persons entitled under the	2070
tangible document that the warrantor was a person entitled under	2071
the electronic document when the warrantor surrendered control of	2072
the electronic document to the issuer.	2073

(C) Upon request of a person entitled under a tangible	2074
document of title, the issuer of the tangible document may issue	2075
an electronic document of title as a substitute for the tangible	2076
document if:	2077

(1) The person entitled under the tangible document	2078
surrenders possession of the document to the issuer; and	2079

(2) The electronic document when issued contains a statement	2080
that it is issued in substitution for the tangible document.	2081

(D) Upon issuance of an electronic document of title in	2082
substitution for a tangible document of title in accordance with	2083
division (C) of this section:	2084

(1) The tangible document ceases to have any effect or	2085
validity; and	2086

(2) The person that procured issuance of the electronic	2087
document warrants to all subsequent persons entitled under the	2088
electronic document that the warrantor was a person entitled under	2089
the tangible document when the warrantor surrendered possession of	2090
the tangible document to the issuer.	2091

Sec. 1307.106.  Control of electronic document of title [UCC	2092
7-106]	2093

(A) A person has control of an electronic document of title	2094
if a system employed for evidencing the transfer of interests in	2095
the electronic document reliably establishes that person as the	2096
person to which the electronic document was issued or transferred.	2097

(B) A system satisfies division (A) of this section, and a	2098
person is deemed to have control of an electronic document of	2099
title, if the document is created, stored, and assigned in such a	2100
manner that:	2101

(1) A single authoritative copy of the document exists which	2102
is unique, identifiable, and, except as otherwise provided in	2103
divisions (B)(4), (5), and (6) of this section, unalterable;	2104

(2) The authoritative copy identifies the person asserting	2105
control as:	2106

(a) The person to which the document was issued; or

2107

(b) If the authoritative copy indicates that the document has	2108
been transferred, the person to which the document was most	2109
recently transferred;	2110

(3) The authoritative copy is communicated to and maintained	2111
by the person asserting control or its designated custodian;	2112

(4) Copies or amendments that add or change an identified	2113
assignee of the authoritative copy can be made only with the	2114
consent of the person asserting control;	2115

(5) Each copy of the authoritative copy and any copy of a	2116
copy is readily identifiable as a copy that is not the	2117
authoritative copy; and	2118

(6) Any amendment of the authoritative copy is readily	2119
identifiable as authorized or unauthorized.	2120

Sec. 1307.06.        Sec. 1307.201. (A)Person that may issue a warehouse	2121
receipt; storage under bond [UCC 7-201]	2122

(A) A warehouse receipt may be issued by any warehouseman	2123
warehouse.	2124

(B) WhereIf goods, including distilled spirits and	2125
agricultural commodities, are stored under a statute requiring a	2126
bond against withdrawal or a license for the issuance of receipts	2127
in the nature of warehouse receipts, a receipt issued for the	2128
goods has like effect asis deemed to be a warehouse receipt even	2129
thoughif issued by a person whothat is the owner of the goods	2130
and is not a warehousemanwarehouse.	2131

Sec. 1307.07.        Sec. 1307.202. (A)Form of warehouse receipt; effect	2132
of omission [UCC 7-202]	2133

(A) A warehouse receipt need not be in any particular form.

2134

(B) Unless a warehouse receipt embodies within its written or	2135
printed termsprovides for each of the following, the warehouser	2136
warehouse is liable for damages caused by the omission to a person	2137
injured by theits omission:	2138

(1) TheA statement of the location of the warehouse facility	2139
where the goods are stored;	2140

(2) The date of issue of the receipt;

2141

(3) The consecutive numberunique identification code of the	2142
receipt;	2143

(4) A statement whether the goods received will be delivered	2144
to the bearer, to a specifiednamed person, or to a named person	2145
or its order;	2146

(5) The rate of storage and handling charges, except that, if	2147
unless goods are stored under a field warehousing arrangement, in	2148
which case a statement of that fact is sufficient on a	2149
non-negotiablenonnegotiable receipt;	2150

(6) A description of the goods or of the packages containing	2151
them;	2152

(7) The signature of the warehouserwarehouse, which may be	2153
made by the warehouser's authorizedor its agent;	2154

(8) If the receipt is issued for goods of whichthat the	2155
warehouser is ownerwarehouse owns, either solely or, jointly, or	2156
in common with others, a statement of the fact of that ownership;	2157
and	2158

(9) A statement of the amount of advances made and of	2159
liabilities incurred for which the warehouserwarehouse claims a	2160
lien or security interest, pursuant to section 1307.14 of the	2161
Revised Code. Ifunless the precise amount of the advances made or	2162
of the liabilities incurred is, at the time of the issue of the	2163
receipt, is unknown to the warehouserwarehouse or to the	2164
warehouser'sits agent who issues itthat issued the receipt, in	2165
which case a statement of the fact that advances have been made or	2166
liabilities incurred and the purpose of the advances or	2167
liabilities is sufficient.	2168

(C) A warehouserwarehouse may insert in the warehouser'sits	2169
receipt any other terms that are not contrary to the provisions of	2170
Chapters 1301., 1302., 1303., 1304., 1305., 1307., 1308., 1309.,	2171
and 1310. of the Revised Code and do not impair the warehouser's	2172
its obligation of delivery, as set forth inunder section 1307.27	2173
1307.403 of the Revised Code, or the warehouser'sits duty of	2174
care, as set forth inunder section 1307.091307.204 of the	2175
Revised Code. Any contrary provisions shall beprovision is	2176
ineffective.	2177

Sec. 1307.08.        Sec. 1307.203. ALiability for nonreceipt or	2178
misdescription [UCC 7-203]	2179

A party to or purchaser for value in good faith of a document	2180
of title, other than a bill of lading relying in either case, that	2181
relies upon the description therein of the goods in the document	2182
may recover from the issuer damages caused by the non-receipt	2183
nonreceipt or misdescription of the goods, except to the extent	2184
that the:	2185

(A) The document conspicuously indicates that the issuer does	2186
not know whether anyall or part or all of the goods in fact were	2187
received or conform to the description, such as wherea case in	2188
which the description is in terms of marks or labels or kind,	2189
quantity, or condition, or the receipt or description is qualified	2190
by "contents, condition, and quality unknown", "said to contain",	2191
or the likewords of similar import, if suchthe indication beis	2192
true,; or the	2193

(B) The party or purchaser otherwise has notice of the	2194
nonreceipt or misdescription.	2195

Sec. 1307.09.        Sec. 1307.204. (A)Duty of care; contractual	2196
limitation of warehouse's liability [UCC 7-204]	2197

(A) A warehousemanwarehouse is liable for damages for loss	2198
of or injury to the goods caused by hisits failure to exercise	2199
such care inwith regard to them asthe goods that a reasonably	2200
careful manperson would exercise under likesimilar circumstances	2201
but unless. Unless otherwise agreed he, the warehouse is not	2202
liable for damages whichthat could not have been avoided by the	2203
exercise of suchthat care.	2204

(B) Damages may be limited by a term in the warehouse receipt	2205
or storage agreement limiting the amount of liability in case of	2206
loss or damage, and setting forth a specific liability per article	2207
or item, or value per unit of weight, beyond which the	2208
warehouseman shallwarehouse is not be liable; provided, that such	2209
liability may on written. Such a limitation is not effective with	2210
respect to the warehouse's liability for conversion to its own	2211
use. On request of the bailor in a record at the time of signing	2212
suchthe storage agreement or within a reasonable time after	2213
receipt of the warehouse receipt, the warehouse's liability may be	2214
increased on part or all of the goods thereunder, in whichcovered	2215
by the storage agreement or the warehouse receipt. In this event,	2216
increased rates may be charged based on suchan increased	2217
valuation, but that no such increase shall be permitted contrary	2218
to a lawful limitation of liability contained in the	2219
warehouseman's tariff, if any. No such limitation is effective	2220
with respect to the warehouseman's liability for conversion to his	2221
own useof the goods.	2222

(C) Reasonable provisions as to the time and manner of	2223
presenting claims and institutingcommencing actions based on the	2224
bailment may be included in the warehouse receipt or tariff	2225
storage agreement.	2226

Sec. 1307.10.        Sec. 1307.205. ATitle under warehouse receipt	2227
defeated in certain cases [UCC 7-205]	2228

A buyer in the ordinary course of business of fungible goods	2229
sold and delivered by a warehouseman whowarehouse that is also in	2230
the business of buying and selling such goods takes the goods free	2231
of any claim under a warehouse receipt even though itif the	2232
receipt is negotiable and has been duly negotiated.	2233

Sec. 1307.11.        Sec. 1307.206. (A)Termination of storage at	2234
warehouse's option [UCC 7-206]	2235

(A) A warehouseman may on notifyingwarehouse, by giving	2236
notice to the person on whose account the goods are held and any	2237
other personsperson known to claim an interest in the goods, may	2238
require payment of any charges and removal of the goods from the	2239
warehouse at the termination of the period of storage fixed by the	2240
document,of title or, if noa period is not fixed, within a	2241
stated period not less than thirty days after the notification	2242
warehouse gives notice. If the goods are not removed before the	2243
date specified in the notificationnotice, the warehouseman	2244
warehouse may sell them in accordance with the provisions of	2245
pursuant to section 1307.151307.210 of the Revised Code on	2246
enforcement of a warehouseman's lien.	2247

(B) If a warehousemanwarehouse in good faith believes that	2248
the goods are about to deteriorate or decline in value to less	2249
than the amount of hisits lien within the time prescribed in	2250
division (A) of this section for notification, advertisement, and	2251
saleand section 1307.210 of the Revised Code, the warehouseman	2252
warehouse may specify in the notificationnotice given under	2253
division (A) of this section any reasonable shorter time for	2254
removal of the goods and in case, if the goods are not removed,	2255
may sell them at public sale held not less than one week after a	2256
single advertisement or posting.	2257

(C) If, as a result of a quality or condition of the goods of	2258
which the warehouseman had nowarehouse did not have notice at the	2259
time of deposit, the goods are a hazard to other property or to,	2260
the warehouse facilities, or toother persons, the warehouseman	2261
warehouse may sell the goods at public or private sale without	2262
advertisement or posting on reasonable notification to all persons	2263
known to claim an interest in the goods. If the warehouseman	2264
warehouse, after a reasonable effort, is unable to sell the goods	2265
he, it may dispose of them in any lawful manner and shalldoes not	2266
incur no liability by reason of suchthat disposition.	2267

(D) The warehouseman mustA warehouse shall deliver the goods	2268
to any person entitled to them under sections 1307.011307.101 to	2269
1307.40, inclusive,1307.603 of the Revised Code, upon due demand	2270
made at any time prior tobefore sale or other disposition under	2271
this section.	2272

(E) The warehousemanA warehouse may satisfy hisits lien	2273
from the proceeds of any sale or disposition under this section	2274
but mustshall hold the balance for delivery on the demand of any	2275
person to whom hewhich the warehouse would have been bound to	2276
deliver the goods.	2277

Sec. 1307.12.        Sec. 1307.207. (A)Goods must be kept separate;	2278
fungible goods [UCC 7-207]	2279

(A) Unless the warehouse receipt provides otherwise provides,	2280
a warehouseman mustwarehouse shall keep separate the goods	2281
covered by each receipt so as to permit at all times	2282
identification and delivery of those goods except that. However,	2283
different lots of fungible goods may be commingled.	2284

(B) FungibleIf different lots of fungible goods soare	2285
commingled, the goods are owned in common by the persons entitled	2286
thereto and the warehousemanwarehouse is severally liable to each	2287
owner for that owner's share. WhereIf, because of overissue, a	2288
mass of fungible goods is insufficient to meet all the receipts	2289
which the warehousemanwarehouse has issued against it, the	2290
persons entitled include all holders to whomwhich overissued	2291
receipts have been duly negotiated.	2292

Sec. 1307.13.        Sec. 1307.208. WhereAltered warehouse receipts [UCC	2293
7-208]	2294

If a blank in a negotiable tangible warehouse receipt has	2295
been filled in without authority, a good-faith purchaser for value	2296
and without notice of the wantlack of authority may treat the	2297
insertion as authorized. Any other unauthorized alteration leaves	2298
any tangible or electronic warehouse receipt enforceable against	2299
the issuer according to its original tenor.	2300

Sec. 1307.14.        Sec. 1307.209. (A)Lien of warehouse [UCC 7-209]

2301

(A) A warehouserwarehouse has a lien against the bailor on	2302
the goods covered by a warehouse receipt or storage agreement or	2303
on the proceeds thereof in the warehouser'sits possession for	2304
charges for storage or transportation, including demurrage and	2305
terminal charges, insurance, labor, or other charges, present or	2306
future, in relation to the goods, and for expenses necessary for	2307
preservation of the goods or reasonably incurred in their sale	2308
pursuant to law. If the person on whose account the goods are held	2309
is liable for likesimilar charges or expenses in relation to	2310
other goods whenever deposited and it is stated in the warehouse	2311
receipt or storage agreement that a lien is claimed for charges	2312
and expenses in relation to other goods, the warehouserwarehouse	2313
also has a lien against the persongoods covered by the warehouse	2314
receipt or storage agreement or on the proceeds thereof in its	2315
possession for suchthose charges and expenses, whether or not the	2316
other goods have been delivered by the warehouserwarehouse. But	2317
However, as against a person to whomwhich a negotiable warehouse	2318
receipt is duly negotiated, a warehouser'swarehouse's lien is	2319
limited to charges in an amount or at a rate specified onin the	2320
warehouse receipt or, if no charges are so specified then, to a	2321
reasonable charge for storage of the specific goods covered by the	2322
receipt subsequent to the date of the receipt.	2323

(B) The warehouserA warehouse may also reserve a security	2324
interest against the bailor for athe maximum amount specified on	2325
the receipt for charges other than those specified in division (A)	2326
of this section, such as for money advanced and interest. Such a	2327
The security interest is governed by Chapter 1309. of the Revised	2328
Code.	2329

(C) A warehouser'swarehouse's lien for charges and expenses	2330
under division (A) of this section, or a security interest under	2331
division (B) of this section is also effective against any person	2332
whothat so entrusted the bailor with possession of the goods that	2333
a pledge of them by the bailor to a good faith purchaser for value	2334
would have been valid but. However, the lien or security interest	2335
is not effective against a person as to whom thethat before	2336
issuance of a document confers no rightof title had a legal	2337
interest or a perfected security interest in the goods covered by	2338
itand that did not:	2339

(1) Deliver or entrust the goods or any document covering the	2340
goods to the bailor or the bailor's nominee with:	2341

(a) Actual or apparent authority to ship, store, or sell;

2342

(b) Power to obtain delivery under section 1307.311307.403	2343
of the Revised Code; or	2344

(c) Power of disposition under section 1302.44, 1309.320,	2345
division (B) of section 1310.32, or division (B) of section	2346
1310.33 of the Revised Code, or other statute or rule of law; or	2347

(2) Acquiesce in the procurement by the bailor or its nominee	2348
of any document.	2349

(D) A warehouse's lien on household goods for charges and	2350
expenses in relation to the goods under division (A) of this	2351
section is also effective against all persons if the depositor was	2352
the legal possessor of the goods at the time of deposit. In this	2353
division, "household goods" means furniture, furnishings, or	2354
personal effects used by the depositor in a dwelling.	2355

(E) A warehouserwarehouse loses the warehouser'sits lien on	2356
any goods which the warehouserthat it voluntarily delivers or	2357
which the warehouser unjustifiably refuses to deliver.	2358

Sec. 1307.15.        Sec. 1307.210. (A)Enforcement of warehouse's lien	2359
[UCC 7-210]	2360

(A) Except as otherwise provided in division (B) of this	2361
section, a warehouseman'swarehouse's lien may be enforced by	2362
public or private sale of the goods in blocbulk or in parcels	2363
packages, at any time or place and on any terms whichthat are	2364
commercially reasonable, after notifying all persons known to	2365
claim an interest in the goods. SuchThe notification must include	2366
a statement of the amount due, the nature of the proposed sale,	2367
and the time and place of any public sale. The fact that a better	2368
price could have been obtained by a sale at a different time or in	2369
a different method different from that selected by the	2370
warehousemanwarehouse is not of itself sufficient to establish	2371
that the sale was not made in a commercially reasonable manner. If	2372
the warehouseman eitherThe warehouse sells in a commercially	2373
reasonable manner if the warehouse sells the goods in the usual	2374
manner in any recognized market therefortherefore, or if he sells	2375
at the price current in suchthat market at the time of histhe	2376
sale, or if he has otherwise soldsells in conformity with	2377
commercially reasonable practices among dealers in the type of	2378
goods sold, he has sold in a commercially reasonable manner. A	2379
sale of more goods than apparently necessary to be offered to	2380
insureensure satisfaction of the obligation is not commercially	2381
reasonable, except in cases covered by the preceding sentence.	2382

(B) A warehouseman'swarehouse may enforce its lien on goods,	2383
other than goods stored by a merchant in the course of hisits	2384
business may be enforced, only as followsif the following	2385
requirements are satisfied:	2386

(1) All persons known to claim an interest in the goods must	2387
be notified.	2388

(2) The notification must be delivered in person or sent by	2389
registered letter to the last known address of any person to be	2390
notified.	2391

(3) The notification must include an itemized statement of	2392
the claim, a description of the goods subject to the lien, a	2393
demand for payment within a specified time not less than ten days	2394
after receipt of the notification, and a conspicuous statement	2395
that unless the claim is paid within that time the goods will be	2396
advertised for sale and sold by auction at a specified time and	2397
place.	2398

(4)(3) The sale must conform to the terms of the	2399
notification.	2400

(5)(4) The sale must be held at the nearest suitable place to	2401
that where the goods are held or stored.	2402

(6)(5) After the expiration of the time given in the	2403
notification, an advertisement of the sale must be published once	2404
a week for two weeks consecutively in a newspaper of general	2405
circulation where the sale is to be held. The advertisement must	2406
include a description of the goods, the name of the person on	2407
whose account they are being held, and the time and place of the	2408
sale. The sale must take place at least fifteen days after the	2409
first publication. If there is no newspaper of general circulation	2410
where the sale is to be held, the advertisement must be posted at	2411
least ten days before the sale in not lessfewer than six	2412
conspicuous places in the neighborhood of the proposed sale.	2413

(C) Before any sale pursuant to this section, any person	2414
claiming a right in the goods may pay the amount necessary to	2415
satisfy the lien and the reasonable expenses incurred underin	2416
complying with this section. In that event, the goods mustmay not	2417
be sold, but must be retained by the warehousemanwarehouse	2418
subject to the terms of the receipt and sections 1307.011307.101	2419
to 1307.40, inclusive,1307.603 of the Revised Code.	2420

(D) The warehousemanA warehouse may buy at any public sale	2421
held pursuant to this section.	2422

(E) A purchaser in good faith of goods sold to enforce a	2423
warehouseman'swarehouse's lien takes the goods free of any rights	2424
of persons against whomwhich the lien was valid, despite the	2425
warehouse's noncompliance by the warehouseman with the	2426
requirements of this section.	2427

(F) The warehousemanA warehouse may satisfy hisits lien	2428
from the proceeds of any sale pursuant to this section but must	2429
shall hold the balance, if any, for delivery on demand to any	2430
person to whom hewhich the warehouse would have been bound to	2431
deliver the goods.	2432

(G) The rights provided by this section shall beare in	2433
addition to all other rights allowed by law to a creditor against	2434
hisa debtor.	2435

(H) WhereIf a lien is on goods stored by a merchant in the	2436
course of hisits business, the lien may be enforced in accordance	2437
with either division (A) or (B) of this section.	2438

(I) The warehousemanA warehouse is liable for damages caused	2439
by failure to comply with the requirements for sale under this	2440
section and, in case of willful violation, is liable for	2441
conversion.	2442

Sec. 1307.16.        Sec. 1307.301. (A)Liability for nonreceipt or	2443
misdescription; "said to contain"; "shipper's weight, load, and	2444
count"; improper handling [UCC 7-301]	2445

(A) A consignee of a non-negotiablenonnegotiable bill whoof	2446
lading which has given value in good faith, or a holder to whom	2447
which a negotiable bill has been duly negotiated, relying in	2448
either case upon the description therein of the goods,in the bill	2449
or upon the date therein shown in the bill, may recover from the	2450
issuer damages caused by the misdating of the bill or the	2451
non-receiptnonreceipt or misdescription of the goods, except to	2452
the extent that the documentbill indicates that the issuer does	2453
not know whether any part or all of the goods in fact were	2454
received or conform to the description, such as wherein a case in	2455
which the description is in terms of marks or labels or kind,	2456
quantity, or condition or the receipt or description is qualified	2457
by "contents or condition of contents of packages unknown", "said	2458
to contain", "shipper's weight, load and count," or the likewords	2459
of similar import, if suchthat indication beis true.	2460

(B) WhenIf goods are loaded by anthe issuer who isof a	2461
common carrier, thebill of lading:	2462

(1) The issuer mustshall count the packages of goods if	2463
package freightshipped in packages and ascertain the kind and	2464
quantity if shipped in bulk freight. In such cases; and	2465

(2) Words such as "shipper's weight, load and count," or	2466
other words of similar import indicating that the description was	2467
made by the shipper are ineffective except as to freightgoods	2468
concealed byin packages.	2469

(C) WhenIf bulk freight isgoods are loaded by a shipper who	2470
that makes available to the issuer of a bill of lading adequate	2471
facilities for weighing such freightthose goods, anthe issuer	2472
who is a common carrier mustshall ascertain the kind and quantity	2473
within a reasonable time after receiving the writtenshipper's	2474
request of the shipperin a record to do so. In such casesthat	2475
case, "shipper's weight" or other words of like purportsimilar	2476
import are ineffective.	2477

(D) The issuer mayof a bill of lading, by inserting	2478
including in the bill the words "shipper's weight, load and	2479
count," or other words of like purportsimilar import, may	2480
indicate that the goods were loaded by the shipper;, and, if such	2481
that statement beis true, the issuer shallis not be liable for	2482
damages caused by the improper loading. But theirHowever,	2483
omission of such words does not imply liability for such damages	2484
caused by improper loading.	2485

(E) TheA shipper shall be deemed to have guaranteed	2486
guarantees to thean issuer the accuracy at the time of shipment	2487
of the description, marks, labels, number, kind, quantity,	2488
condition, and weight, as furnished by him;the shipper, and the	2489
shipper shall indemnify the issuer against damage caused by	2490
inaccuracies in suchthose particulars. TheThis right of the	2491
issuer to such indemnity shall in no waydoes not limit histhe	2492
issuer's responsibility andor liability under the contract of	2493
carriage to any person other than the shipper.	2494

Sec. 1307.17.        Sec. 1307.302. (A)Through bills of lading and	2495
similar documents of title [UCC 7-302]	2496

(A) The issuer of a through bill of lading, or other document	2497
of title embodying an undertaking to be performed in part by	2498
personsa person acting as its agentsagent or by connecting	2499
carriersa performing carrier, is liable to anyoneany person	2500
entitled to recover on the bill or other document for any breach	2501
by suchthe other personsperson or by a connectingthe performing	2502
carrier of its obligation under the bill or other document but.	2503
However, to the extent that the bill or other document covers an	2504
undertaking to be performed overseas or in territory not	2505
contiguous to the continental United States or an undertaking	2506
including matters other than transportation, this liability for	2507
breach by the other person or the performing carrier may be varied	2508
by agreement of the parties.	2509

(B) WhereIf goods covered by a through bill of lading or	2510
other document of title embodying an undertaking to be performed	2511
in part by personsa person other than the issuer are received by	2512
any such personsthat person, hethe person is subject, with	2513
respect to hisits own performance while the goods are in hisits	2514
possession, to the obligation of the issuer. HisThe person's	2515
obligation is discharged by delivery of the goods to another such	2516
person pursuant to the bill or other document, and does not	2517
include liability for breach by any other such personsperson or	2518
by the issuer.	2519

(C) The issuer of sucha through bill of lading or other	2520
document shall beof title described in division (A) of this	2521
section is entitled to recover from the connectingperforming	2522
carrier, or such other person in possession of the goods when the	2523
breach of the obligation under the bill or other document	2524
occurred, the:	2525

(1) The amount it may be required to pay to anyoneany person	2526
entitled to recover on the bill or other document thereforfor the	2527
breach, as may be evidenced by any receipt, judgment, or	2528
transcript thereof,of judgment; and the	2529

(2) The amount of any expense reasonably incurred by itthe	2530
issuer in defending any action broughtcommenced by anyoneany	2531
person entitled to recover on the bill or other document therefor	2532
for the breach.	2533

Sec. 1307.18.        Sec. 1307.303. (A)Diversion; reconsignment; change	2534
of instructions [UCC 7-303]	2535

(A) Unless the bill of lading otherwise provides, thea	2536
carrier may deliver the goods to a person or destination other	2537
than that stated in the bill or may otherwise dispose of the	2538
goods, without liability for misdelivery, on instructions from:	2539

(1) the holder of a negotiable bill; or

2540

(2) the consignor on a non-negotiablenonnegotiable bill	2541
notwithstanding, even if the consignee has given contrary	2542
instructions from the consignee; or	2543

(3) the consignee on a non-negotiablenonnegotiable bill in	2544
the absence of contrary instructions from the consignor, if the	2545
goods have arrived at the billed destination or if the consignee	2546
is in possession of the tangible bill or in control of the	2547
electronic bill; or	2548

(4) the consignee ofon a non-negotiablenonnegotiable bill	2549
if hethe consignee is entitled as against the consignor to	2550
dispose of themthe goods.	2551

(B) Unless such instructions described in division (A) of	2552
this section are noted onincluded in a negotiable bill of lading,	2553
a person to whomwhich the bill is duly negotiated canmay hold	2554
the bailee according to the original terms.	2555

Sec. 1307.19.        Sec. 1307.304. (A)Tangible bills of lading in a set	2556
[UCC 7-304]	2557

(A) Except whereas customary in overseasinternational	2558
transportation, a tangible bill of lading mustmay not be issued	2559
in a set of parts. The issuer is liable for damages caused by	2560
violation of this division.	2561

(B) WhereIf a tangible bill of lading is lawfully drawn	2562
issued in a set of parts, each of which is numberedcontains an	2563
identification code and is expressed to be valid only if the goods	2564
have not been delivered against any other part, the whole of the	2565
parts constituteconstitutes one bill.	2566

(C) WhereIf a tangible negotiable bill of lading is lawfully	2567
issued in a set of parts and different parts are negotiated to	2568
different persons, the title of the holder to whomwhich the first	2569
due negotiation is made prevails as to both the document of title	2570
and the goods even thoughif any later holder may have received	2571
the goods from the carrier in good faith and discharged the	2572
carrier's obligation by surrender of hissurrendering its part.	2573

(D) AnyA person whothat negotiates or transfers a single	2574
part of a tangible bill of lading drawnissued in a set is liable	2575
to holders of that part as if it were the whole set.	2576

(E) The bailee is obliged toshall deliver in accordance with	2577
sections 1307.251307.401 to 1307.28, inclusive,1307.404 of the	2578
Revised Code, against the first presented part of a tangible bill	2579
of lading lawfully drawnissued in a set. Such deliveryDelivery	2580
in this manner discharges the bailee's obligation on the whole	2581
bill.	2582

Sec. 1307.20.        Sec. 1307.305. (A)Destination bills [UCC 7-305]

2583

(A) Instead of issuing a bill of lading to the consignor at	2584
the place of shipment, a carrier may, at the request of the	2585
consignor, may procure the bill to be issued at destination or at	2586
any other place designated in the request.	2587

(B) Upon request of anyoneany person entitled as against the	2588
carrier to control the goods while in transit and on surrender of	2589
possession or control of any outstanding bill of lading or other	2590
receipt covering suchthe goods, the issuer, subject to section	2591
1307.105 of the Revised Code, may procure a substitute bill to be	2592
issued at any place designated in the request.	2593

Sec. 1307.21.        Sec. 1307.306. AnAltered bills of lading [UCC	2594
7-306]	2595

An unauthorized alteration or filling in of a blank in a bill	2596
of lading leaves the bill enforceable according to its original	2597
tenor.	2598

Sec. 1307.22.        Sec. 1307.307. (A)Lien of carrier [UCC 7-307]

2599

(A) A carrier has a lien on the goods covered by a bill of	2600
lading or on the proceeds thereof in its possession for charges	2601
subsequent toafter the date of itsthe carrier's receipt of the	2602
goods for storage or transportation, including demurrage and	2603
terminal charges, and for expenses necessary for preservation of	2604
the goods incident to their transportation or reasonably incurred	2605
in their sale pursuant to section 1307.23 of the Revised Codelaw.	2606
ButHowever, against a purchaser for value of a negotiable bill	2607
of lading, a carrier's lien is limited to charges stated in the	2608
bill or the applicable tariffs, or, if no charges are stated then	2609
to, a reasonable charge.	2610

(B) A lien for charges and expenses under division (A) of	2611
this section on goods whichthat the carrier was required by law	2612
to receive for transportation is effective against the consignor	2613
or any person entitled to the goods unless the carrier had notice	2614
that the consignor lacked authority to subject the goods to such	2615
those charges and expenses. Any other lien under division (A) of	2616
this section is effective against the consignor and any person who	2617
that permitted the bailor to have control or possession of the	2618
goods unless the carrier had notice that the bailor lacked such	2619
authority.	2620

(C) A carrier loses hisits lien on any goods which hethat	2621
it voluntarily delivers or which he unjustifiably refuses to	2622
deliver.	2623

Sec. 1307.23.        Sec. 1307.308. (A)Enforcement of carrier's lien	2624
[UCC 7-308]	2625

(A) A carrier's lien on goods may be enforced by public or	2626
private sale of the goods, in blocbulk or in parcelspackages, at	2627
any time or place, and on any terms whichthat are commercially	2628
reasonable, after notifying all persons known to claim an interest	2629
in the goods. SuchThe notification must include a statement of	2630
the amount due, the nature of the proposed sale, and the time and	2631
place of any public sale. The fact that a better price could have	2632
been obtained by a sale at a different time or in a different	2633
method different from that selected by the carrier is not of	2634
itself sufficient to establish that the sale was not made in a	2635
commercially reasonable manner. If theThe carrier eithersells	2636
goods in a commercially reasonable manner if the carrier sells the	2637
goods in the usual manner in any recognized market therefor or if	2638
he, sells at the price current in suchthat market at the time of	2639
histhe sale, or if he has otherwise soldsells in conformity with	2640
commercially reasonable practices among dealers in the type of	2641
goods sold, he has sold in a commercially reasonable manner. A	2642
sale of more goods than apparently necessary to be offered to	2643
ensure satisfaction of the obligation is not commercially	2644
reasonable, except in cases covered by the preceding sentence.	2645

(B) Before any sale pursuant to this section, any person	2646
claiming a right in the goods may pay the amount necessary to	2647
satisfy the lien and the reasonable expenses incurred underin	2648
complying with this section. In that event, the goods mustmay not	2649
be sold, but must be retained by the carrier, subject to the terms	2650
of the bill of lading and sections 1307.011307.101 to 1307.40,	2651
inclusive,1307.603 of the Revised Code.	2652

(C) TheA carrier may buy at any public sale pursuant to this	2653
section.	2654

(D) A purchaser in good faith of goods sold to enforce a	2655
carrier's lien takes the goods free of any rights of persons	2656
against whomwhich the lien was valid, despite the carrier's	2657
noncompliance by the carrier with the requirements of this	2658
section.	2659

(E) TheA carrier may satisfy hisits lien from the proceeds	2660
of any sale pursuant to this section but mustshall hold the	2661
balance, if any, for delivery on demand to any person to whom he	2662
which the carrier would have been bound to deliver the goods.	2663

(F) The rights provided by this section shall beare in	2664
addition to all other rights allowed by law to a creditor against	2665
hisa debtor.	2666

(G) A carrier's lien may be enforced in accordance with	2667
pursuant to either division (B)(A) of this section or the	2668
procedure set forth in division (B) of section 1307.151307.210 of	2669
the Revised Code.	2670

(H) TheA carrier is liable for damages caused by failure to	2671
comply with the requirements for sale under this section and, in	2672
case of willful violation, is liable for conversion.	2673

Sec. 1307.24.        Sec. 1307.309. (A)Duty of care; contractual	2674
limitation of carrier's liability [UCC 7-309]	2675

(A) A carrier whothat issues a bill of lading, whether	2676
negotiable or non-negotiable mustnonnegotiable, shall exercise	2677
the degree of care in relation to the goods which a reasonably	2678
careful manperson would exercise under likesimilar	2679
circumstances. This division does not repeal or changeaffect any	2680
lawstatute, regulation, or rule of law whichthat imposes	2681
liability upon a common carrier for damages not caused by its	2682
negligence.	2683

(B) Damages may be limited by a provisionterm in the bill of	2684
lading or in a transportation agreement that the carrier's	2685
liability shallmay not exceed a value stated in the documentbill	2686
or transportation agreement if the carrier's rates are dependent	2687
upon value and the consignor by the carrier's tariff is afforded	2688
an opportunity to declare a higher value or a value as lawfully	2689
provided inand the tariff, or where no tariff is filed he	2690
consignor is otherwise advised of suchthe opportunity; but no.	2691
However, such a limitation is not effective with respect to the	2692
carrier's liability for conversion to its own use.	2693

(C) Reasonable provisions as to the time and manner of	2694
presenting claims and institutingcommencing actions based on the	2695
shipment may be included in a bill of lading or tariffa	2696
transportation agreement.	2697

Sec. 1307.25.        Sec. 1307.401. TheIrregularities in issue of	2698
receipt or bill or conduct of issuer [UCC 7-401]	2699

The obligations imposed by sections 1307.011307.101 to	2700
1307.40, inclusive,1307.603 of the Revised Code on an issuer	2701
apply to a document of title regardless of the fact that even if:	2702

(1) theThe document maydoes not comply with the	2703
requirements of sections 1307.011307.101 to 1307.40, inclusive,	2704
1307.603 of the Revised Code or of any other lawstatute, rule, or	2705
regulation regarding its issueissuance, form, or content; or	2706

(2) theThe issuer may have violated laws regulating the	2707
conduct of hisits business; or	2708

(3) theThe goods covered by the document were owned by the	2709
bailee at the timewhen the document was issued; or	2710

(4) theThe person issuing the document does not come within	2711
is not a warehouse but the definition of warehouseman if it	2712
document purports to be a warehouse receipt.	2713

Sec. 1307.26.        Sec. 1307.402. Neither aDuplicate document of	2714
title; overissue [UCC 7-402]	2715

A duplicate noror any other document of title purporting to	2716
cover goods already represented by an outstanding document of the	2717
same issuer confersdoes not confer any right in the goods, except	2718
as provided in the case of tangible bills of lading in a set of	2719
parts, overissue of documents for fungible goods, and substitutes	2720
for lost, stolen, or destroyed documents , or substitute documents	2721
issued pursuant to section 1307.105 of the Revised Code. But the	2722
The issuer is liable for damages caused by hisits overissue or	2723
failure to identify a duplicate document as such by a conspicuous	2724
notation on its face.	2725

Sec. 1307.27.        Sec. 1307.403. (A) TheObligation of bailee to	2726
deliver; excuse [UCC 7-403]	2727

(A) A bailee mustshall deliver the goods to a person	2728
entitled under thea document whoof title if the person complies	2729
with divisions (B) and (C) of this section, unless and to the	2730
extent that the bailee establishes any of the following:	2731

(1) delivery of the goods to a person whose receipt was	2732
rightful as against the claimant;	2733

(2) damage to or delay, loss, or destruction of the goods for	2734
which the bailee is not liable, but the burden of establishing	2735
negligence in such cases is on the person entitled under the	2736
document;	2737

(3) previous sale or other disposition of the goods in lawful	2738
enforcement of a lien or on warehouseman'sa warehouse's lawful	2739
termination of storage;	2740

(4) the exercise by a seller of hisits right to stop	2741
delivery pursuant to the provisions of section 1302.79 of the	2742
Revised Code or by a lessor of its right to stop delivery pursuant	2743
to section 1310.72 of the Revised Code;	2744

(5) a diversion, reconsignment, or other disposition pursuant	2745
to the provisions of section 1307.181307.303 of the Revised Code	2746
or tariff regulating such right;	2747

(6) release, satisfaction, or any other fact affording a	2748
personal defense against the claimant; or	2749

(7) any other lawful excuse.

2750

(B) A person claiming goods covered by a document of title	2751
mustshall satisfy the bailee's lien whereif the bailee so	2752
requests or whereif the bailee is prohibited by law from	2753
delivering the goods until the charges are paid.	2754

(C) Unless the person claiming the goods is onea person	2755
against whomwhich the document confers noof title does not	2756
confer a right under division (A) of section 1307.311307.503 of	2757
the Revised Code, he must:	2758

(1) The person claiming under a document shall surrender for	2759
cancellationpossession or notationcontrol of partial deliveries	2760
any outstanding negotiable document covering the goods,for	2761
cancellation or indication of partial deliveries; and the	2762

(2) The bailee mustshall cancel the document or	2763
conspicuously noteindicate in the document the partial delivery	2764
thereon or bethe bailee is liable to any person to whomwhich the	2765
document is duly negotiated.	2766

(D) "Person entitled under the document" means holder in the	2767
case of a negotiable document, or the person to whom delivery is	2768
to be made by the terms of or pursuant to written instructions	2769
under a non-negotiable document.	2770

Sec. 1307.28.        Sec. 1307.404. ANo liability for good-faith	2771
delivery pursuant to document of title [UCC 7-404]	2772

A bailee whothat in good faith, including observance of	2773
reasonable commercial standards has received goods and delivered	2774
or otherwise disposed of themthe goods according to the terms of	2775
thea document of title or pursuant to sections 1307.011307.101	2776
to 1307.40, inclusive,1307.603 of the Revised Code, is not liable	2777
therefor. This rule appliesfor the goods even though theif:	2778

(A) The person from whom hewhich the bailee received the	2779
goods had nodid not have authority to procure the document or to	2780
dispose of the goods and even though the; or	2781

(B) The person to whom hewhich the bailee delivered the	2782
goods had nodid not have authority to receive themthe goods.	2783

Sec. 1307.29.        Sec. 1307.501. (A) AForm of negotiation and	2784
requirements of due negotiation [UCC 7-501]	2785

(A) The following rules apply to a negotiable tangible	2786
document of title running:	2787

(1) If the document's original terms run to the order of a	2788
named person, the document is negotiated by histhe named person's	2789
indorsement and delivery. After histhe named person's indorsement	2790
in blank or to bearer, any person canmay negotiate itthe	2791
document by delivery alone.	2792

(B)(1) A negotiable document of title(2) If the document's	2793
original terms run to bearer, it is also negotiated by delivery	2794
alone when by its original terms it runs to bearer.	2795

(2) When a document running(3) If the document's original	2796
terms run to the order of a named person and it is delivered to	2797
himthe named person, the effect is the same as if the document	2798
had been negotiated.	2799

(C)(4) Negotiation of a negotiablethe document of title	2800
after it has been indorsed to a specifiednamed person requires	2801
indorsement by the special indorsee as well asnamed person and	2802
delivery.	2803

(D)(5) A negotiable document of title is "duly negotiated"	2804
whenif it is negotiated in the manner stated in this section	2805
division to a holder whothat purchases it in good faith, without	2806
notice of any defense against or claim to it on the part of any	2807
person, and for value, unless it is established that the	2808
negotiation is not in the regular course of business or financing	2809
or involves receiving the document in settlement or payment of a	2810
moneymonetary obligation.	2811

(E)(B) The following rules apply to a negotiable electronic	2812
document of title:	2813

(1) If the document's original terms run to the order of a	2814
named person or to bearer, the document is negotiated by delivery	2815
of the document to another person. Indorsement by the named person	2816
is not required to negotiate the document.	2817

(2) If the document's original terms run to the order of a	2818
named person and the named person has control of the document, the	2819
effect is the same as if the document had been negotiated.	2820

(3) A document is duly negotiated if it is negotiated in the	2821
manner stated in this division to a holder that purchases it in	2822
good faith, without notice of any defense against or claim to it	2823
on the part of any person, and for value, unless it is established	2824
that the negotiation is not in the regular course of business or	2825
financing or involves taking delivery of the document in	2826
settlement or payment of a monetary obligation.	2827

(C) Indorsement of a non-negotiablenonnegotiable document of	2828
title neither makes it negotiable nor adds to the transferee's	2829
rights.	2830

(F)(D) The naming in a negotiable bill of lading of a person	2831
to be notified of the arrival of the goods does not limit the	2832
negotiability of the bill noror constitute notice to a purchaser	2833
thereofof the bill of any interest of suchthat person in the	2834
goods.	2835

Sec. 1307.30.        Sec. 1307.502. (A)Rights acquired by due	2836
negotiation [UCC 7-502]	2837

(A) Subject to sections 1307.311307.205 and 1307.101307.503	2838
of the Revised Code on fungible goods, a holder to whomwhich a	2839
negotiable document of title has been duly negotiated acquires	2840
thereby:	2841

(1) title to the document;

2842

(2) title to the goods;

2843

(3) all rights accruing under the law of agency or estoppel,	2844
including rights to goods delivered to the bailee after the	2845
document was issued; and	2846

(4) the direct obligation of the issuer to hold or deliver	2847
the goods according to the terms of the document free of any	2848
defense or claim by himthe issuer except those arising under the	2849
terms of the document or under sections 1307.011307.101 to	2850
1307.40, inclusive,1307.603 of the Revised Code. In, but in the	2851
case of a delivery order, the bailee's obligation accrues only	2852
upon the bailee's acceptance of the delivery order and the	2853
obligation acquired by the holder is that the issuer and any	2854
indorser will procure the acceptance of the bailee.	2855

(B) Subject to section 1307.311307.503 of the Revised Code,	2856
title and rights so acquired by due negotiation are not defeated	2857
by any stoppage of the goods represented by the document of title	2858
or by surrender of suchthe goods by the bailee, and are not	2859
impaired even though theif:	2860

(1) The due negotiation or any prior due negotiation	2861
constituted a breach of duty or even though any;	2862

(2) Any person has been deprived of possession of thea	2863
negotiable tangible document or control of a negotiable electronic	2864
document by misrepresentation, fraud, accident, mistake, duress,	2865
loss, theft, or conversion,; or even though a	2866

(3) A previous sale or other transfer of the goods or	2867
document has been made to a third person.	2868

Sec. 1307.31.        Sec. 1307.503. (A)Document of title to goods	2869
defeated in certain cases [UCC 7-503]	2870

(A) A document of title confers no right in goods against a	2871
person whothat before issuance of the document had a legal	2872
interest or a perfected security interest in themthe goods and	2873
who neitherthat did not:	2874

(1) delivered or entrusted themDeliver or entrust the goods	2875
or any document of title covering themthe goods to the bailor or	2876
the bailor's nominee with actual:	2877

(a) Actual or apparent authority to ship, store, or sell or	2878
with power;	2879

(b) Power to obtain delivery under section 1307.271307.403	2880
of the Revised Code; or with power	2881

(c) Power of disposition under sectionsdivision (C) of	2882
section 1309.321 or section 1302.44 and, 1309.320, 1310.32, or	2883
1310.33 of the Revised Code, or other statuestatute or rule of	2884
law; noror	2885

(2) acquiescedAcquiesce in the procurement by the bailor or	2886
the bailor'sits nominee of any document of title.	2887

(B) Title to goods based upon an unaccepted delivery order is	2888
subject to the rights of anyoneany person to whomwhich a	2889
negotiable warehouse receipt or bill of lading covering the goods	2890
has been duly negotiated. Such aThat title may be defeated under	2891
section 1307.321307.504 of the Revised Code to the same extent as	2892
the rights of the issuer or a transferee from the issuer.	2893

(C) Title to goods based upon a bill of lading issued to a	2894
freight forwarder is subject to the rights of anyoneany person to	2895
whomwhich a bill issued by the freight forwarder is duly	2896
negotiated; but. However, delivery by the carrier in accordance	2897
with sections 1307.251307.401 to 1307.281307.404 of the Revised	2898
Code, pursuant to its own bill of lading discharges the carrier's	2899
obligation to deliver.	2900

Sec. 1307.32.        Sec. 1307.504. (A)Rights acquired in absence of due	2901
negotiation; effect of diversion; stoppage of delivery [UCC 7-504]	2902

(A) A transferee of a document of title, whether negotiable	2903
or non-negotiablenonnegotiable, to whomwhich the document has	2904
been delivered but not duly negotiated, acquires the title and	2905
rights which histhat its transferor had or had actual authority	2906
to convey.	2907

(B) In the case of a non-negotiabletransfer of a	2908
nonnegotiable document of title, until but not after the bailee	2909
receives notificationnotice of the transfer, the rights of the	2910
transferee may be defeated:	2911

(1) byBy those creditors of the transferor whowhich could	2912
treat the saletransfer as void under section 1302.43 or 1310.36	2913
of the Revised Code; or	2914

(2) byBy a buyer from the transferor in ordinary course of	2915
business if the bailee has delivered the goods to the buyer or	2916
received notification of histhe buyer's rights; or	2917

(3) asBy a lessee from the transferor in ordinary course of	2918
business if the bailee has delivered the goods to the lessee or	2919
received notification of the lessee's rights; or	2920

(4) As against the bailee, by good faithgood-faith dealings	2921
of the bailee with the transferor.	2922

(C) A diversion or other change of shipping instructions by	2923
the consignor in a non-negotiablenonnegotiable bill of lading	2924
which causes the bailee not to deliver the goods to the consignee	2925
defeats the consignee's title to the goods if theythe goods have	2926
been delivered to a buyer in ordinary course of business or a	2927
lessee in ordinary course of business and, in any event, defeats	2928
the consignee's rights against the bailee.	2929

(D) Delivery of the goods pursuant to a non-negotiable	2930
nonnegotiable document of title may be stopped by a seller	2931
pursuant tounder section 1302.79 of the Revised Code andor a	2932
lessor under section 1310.72 of the Revised Code, subject to the	2933
requirementrequirements of due notification there providedin	2934
those sections. A bailee honoringthat honors the seller's or	2935
lessor's instructions is entitled to be indemnified by the seller	2936
or lessor against any resulting loss or expense.	2937

Sec. 1307.33.        Sec. 1307.505. TheIndorser not guarantor for other	2938
parties [UCC 7-505]	2939

The indorsement of a tangible document of title issued by a	2940
bailee does not make the indorser liable for any default by the	2941
bailee or by previous indorsers.	2942

Sec. 1307.34.        Sec. 1307.506. TheDelivery without indorsement:	2943
right to compel indorsement [UCC 7-506]	2944

The transferee of a negotiable tangible document of title has	2945
a specifically enforceable right to have hisits transferor supply	2946
any necessary indorsement, but the transfer becomes a negotiation	2947
only as of the time the indorsement is supplied.	2948

Sec. 1307.35.        Sec. 1307.507. WhereWarranties on negotiation or	2949
delivery of document of title [UCC 7-507]	2950

If a person negotiates or transfersdelivers a document of	2951
title for value, otherwise than as a mere intermediary under	2952
section 1307.361307.508 of the Revised Code, then unless	2953
otherwise agreed he warrants to his immediate purchaser only, the	2954
transferor, in addition to any warranty made in selling or leasing	2955
the goods, warrants to its immediate purchaser only that:	2956

(A) that theThe document is genuine; and

2957

(B) that he has noThe transferor does not have knowledge of	2958
any fact whichthat would impair itsthe document's validity or	2959
worth; and	2960

(C) that hisThe negotiation or transferdelivery is rightful	2961
and fully effective with respect to the title to the document and	2962
the goods it represents.	2963

Sec. 1307.36.        Sec. 1307.508. AWarranties of collecting bank as to	2964
documents of title [UCC 7-508]	2965

A collecting bank or other intermediary known to be entrusted	2966
with documents of title on behalf of another or with collection of	2967
a draft or other claim against delivery of documents warrants by	2968
suchthe delivery of the documents only its own good faith and	2969
authority. This rule applies even thoughif the collecting bank or	2970
other intermediary has purchased or made advances against the	2971
claim or draft to be collected.	2972

Sec. 1307.37.        Sec. 1307.509. The question whetherAdequate	2973
compliance with commercial contract [UCC 7-509]	2974

Whether a document of title is adequate to fulfill the	2975
obligations of a contract for sale, a contract for lease, or the	2976
conditions of a letter of credit is governeddetermined by	2977
sections 1302.01 to 1302.98, inclusive, and 1305.01 to 1305.16,	2978
inclusive,and 1310.01 to 1310.78 of the Revised Code.	2979

Sec. 1307.38.        Sec. 1307.601. (A)Lost, stolen, or destroyed	2980
documents of title [UCC 7-601]	2981

(A) If a document has beenof title is lost, stolen, or	2982
destroyed, a court may order delivery of the goods or issuance of	2983
a substitute document and the bailee may without liability to any	2984
person comply with suchthe order. If the document was negotiable,	2985
a court may not order delivery of the goods or issuance of a	2986
substitute document without the claimant must postclaimant's	2987
posting security approved by the court to indemnifyunless it	2988
finds that any person whothat may suffer loss as a result of	2989
non-surrendernonsurrender of possession or control of the	2990
document is adequately protected against the loss. If the document	2991
was not negotiablenonnegotiable, suchthe court may require	2992
security may be required at the discretion of the court. The court	2993
may also in its discretion order payment of the bailee's	2994
reasonable costs and counselattorney's fees in any action under	2995
this division.	2996

(B) A bailee whothat, without a court order, delivers goods	2997
to a person claiming under a missing negotiable document of title	2998
is liable to any person injured thereby, and if. If the delivery	2999
is not in good faith becomes, the bailee is liable for conversion.	3000
Delivery in good faith is not conversion if made in accordance	3001
with a filed classification or tariff or, where no classification	3002
or tariff is filed, if the claimant posts security with the bailee	3003
in an amount at least double the value of the goods at the time of	3004
posting to indemnify any person injured by the delivery whowhich	3005
files a notice of claim within one year after the delivery.	3006

Sec. 1307.39.        Sec. 1307.602. Except where theJudicial process	3007
against goods covered by negotiable document of title [UCC 7-602]	3008

Unless a document of title was originally issued upon	3009
delivery of the goods by a person who had nothat did not have	3010
power to dispose of them, noa lien attachesdoes not attach by	3011
virtue of any judicial process to goods in the possession of a	3012
bailee for which a negotiable document of title is outstanding	3013
unless possession or control of the document beis first	3014
surrendered to the bailee or itsthe document's negotiation is	3015
enjoined, and the. The bailee shallmay not be compelled to	3016
deliver the goods pursuant to process until possession or control	3017
of the document is surrendered to himthe bailee or impounded by	3018
to the court. One who purchasesA purchaser of the document for	3019
value without notice of the process or injunction takes free of	3020
the lien imposed by judicial process.	3021

Sec. 1307.40.        Sec. 1307.603. IfConflicting claims; interpleader	3022
[UCC 7-603]	3023

If more than one person claims title to or possession of the	3024
goods, the bailee is excused from delivery until hethe bailee has	3025
had a reasonable time to ascertain the validity of the adverse	3026
claims or to bringcommence an action to compel all claimants to	3027
interplead and may compel suchfor interpleader,. The bailee may	3028
assert an interpleader either in defending an action for	3029
non-deliverynondelivery of the goods, or by original action,	3030
whichever is appropriate.	3031

Sec. 1307.703.  Applicability [UCC 7-703]

3032

Sections 1307.101 to 1307.603 of the Revised Code apply to a	3033
document of title that is issued or a bailment that arises on or	3034
after the effective date of this section. Sections 1307.101 to	3035
1307.603 of the Revised Code do not apply to a document of title	3036
that is issued or a bailment that arises before the effective date	3037
of this section even if the document of title or bailment would be	3038
subject to those sections if the document of title had been issued	3039
or bailment had arisen after the effective date of this section.	3040
These sections do not apply to a right of action that has accrued	3041
before the effective date of this section.	3042

Sec. 1307.704.  Savings clause [UCC 7-704]

3043

A document of title issued or a bailment that arises before	3044
the effective date of sections 1307.101 to 1307.603 of the Revised	3045
Code and the rights, obligations, and interests flowing from that	3046
document or bailment are governed by any statute or other rule	3047
amended or repealed by H.B. 490 of the 128th general assembly as	3048
if amendment or repeal had not occurred and may be terminated,	3049
completed, consummated, or enforced under that statute or other	3050
rule.	3051

Sec. 1308.01.  (A) In this chapter:

3052

(1) "Adverse claim" means a claim that a claimant has a	3053
property interest in a financial asset and that it is a violation	3054
of the rights of the claimant for another person to hold,	3055
transfer, or deal with the financial asset.	3056

(2) "Bearer form," as applied to a certificated security,	3057
means a form in which the security is payable to the bearer of the	3058
security certificate according to its terms but not by reason of	3059
an indorsement.	3060

(3) "Broker" means a person defined as a broker or dealer	3061
under the federal securities laws, but without excluding a bank	3062
acting in that capacity.	3063

(4) "Certificated security" means a security that is	3064
represented by a certificate.	3065

(5) "Clearing corporation" means:

3066

(a) A person that is registered as a "clearing agency" under	3067
the federal securities laws;	3068

(b) A federal reserve bank; or

3069

(c) Any other person that provides clearance or settlement	3070
services with respect to financial assets that would require it to	3071
register as a clearing agency under the federal securities laws	3072
but for an exclusion or exemption from the registration	3073
requirement, if its activities as a clearing corporation,	3074
including promulgation of rules, are subject to regulation by a	3075
federal or state governmental authority.	3076

(6) "Communicate" means to:

3077

(a) Send a signed writing; or

3078

(b) Transmit information by any mechanism agreed upon by the	3079
persons transmitting and receiving the information.	3080

(7) "Entitlement holder" means a person identified in the	3081
records of a securities intermediary as the person having a	3082
security entitlement against the securities intermediary. If a	3083
person acquires a security entitlement by virtue of division	3084
(B)(2) or (3) of section 1308.51 of the Revised Code, that person	3085
is the entitlement holder.	3086

(8) "Entitlement order" means a notification communicated to	3087
a securities intermediary directing transfer or redemption of a	3088
financial asset to which the entitlement holder has a security	3089
entitlement.	3090

(9) "Financial asset," except as otherwise provided in	3091
section 1308.02 of the Revised Code, means:	3092

(a) A security;

3093

(b) An obligation of a person or a share, participation, or	3094
other interest in a person or in property or an enterprise of a	3095
person, which is, or is of a type, dealt in or traded on financial	3096
markets, or which is recognized in any area in which it is issued	3097
or dealt in as a medium for investment; or	3098

(c) Any property that is held by a securities intermediary	3099
for another person in a securities account if the securities	3100
intermediary has expressly agreed with the other person that the	3101
property is to be treated as a financial asset under this chapter.	3102

As context requires, the term means either the interest	3103
itself or the means by which a person's claim to it is evidenced,	3104
including a certificated or uncertificated security, a security	3105
certificate, or a security entitlement.	3106

(10) "Good faith," for purposes of the obligation of good	3107
faith in the performance or enforcement of contracts or duties	3108
within this chapter, means honesty in fact and the observance of	3109
reasonable commercial standards of fair dealinghas the same	3110
meaning as in section 1301.201 of the Revised Code.	3111

(11) "Indorsement" means a signature that alone or	3112
accompanied by other words is made on a security certificate in	3113
registered form or on a separate document for the purpose of	3114
assigning, transferring, or redeeming the security or granting a	3115
power to assign, transfer, or redeem it.	3116

(12) "Instruction" means a notification communicated to the	3117
issuer of an uncertificated security which directs that the	3118
transfer of the security be registered or that the security be	3119
redeemed.	3120

(13) "Registered form," as applied to a certificated	3121
security, means a form in which:	3122

(a) The security certificate specifies a person entitled to	3123
the security; and	3124

(b) A transfer of the security may be registered upon books	3125
maintained for that purpose by or on behalf of the issuer, or the	3126
security certificate so states.	3127

(14) "Securities intermediary" means:

3128

(a) A clearing corporation; or

3129

(b) A person, including a bank or broker, that in the	3130
ordinary course of its business maintains securities accounts for	3131
others and is acting in that capacity.	3132

(15) "Security," except as otherwise provided in section	3133
1308.02 of the Revised Code, means an obligation of an issuer or a	3134
share, participation, or other interest in an issuer or in	3135
property or an enterprise of an issuer:	3136

(a) Which is represented by a security certificate in bearer	3137
or registered form, or the transfer of which may be registered	3138
upon books maintained for that purpose by or on behalf of the	3139
issuer;	3140

(b) Which is one of a class or series or by its terms is	3141
divisible into a class or series of shares, participations,	3142
interests, or obligations; and	3143

(c) Which:

3144

(i) Is, or is of a type, dealt in or traded on securities	3145
exchanges or securities markets; or	3146

(ii) Is a medium for investment and by its terms expressly	3147
provides that it is a security governed by this chapter.	3148

(16) "Security certificate" means a certificate representing	3149
a security.	3150

(17) "Security entitlement" means the rights and property	3151
interest of an entitlement holder with respect to a financial	3152
asset specified in sections 1308.51 to 1308.61 of the Revised	3153
Code.	3154

(18) "Uncertificated security" means a security that is not	3155
represented by a certificate.	3156

(B) Other definitions applying to this chapter and the	3157
sections in which they appear are:	3158

(1) "Appropriate person," as defined in section 1308.23 of	3159
the Revised Code.	3160

(2) "Control," as defined in section 1308.24 of the Revised	3161
Code.	3162

(3) "Delivery," as defined in section 1308.27 of the Revised	3163
Code.	3164

(4) "Investment company security," as defined in section	3165
1308.02 of the Revised Code.	3166

(5) "Issuer," as defined in section 1308.08 of the Revised	3167
Code.	3168

(6) "Overissue," as defined in section 1308.03 of the Revised	3169
Code.	3170

(7) "Protected purchaser," as defined in section 1308.17 of	3171
the Revised Code.	3172

(8) "Securities account," as defined in section 1308.51 of	3173
the Revised Code.	3174

(C) In addition, Chapter 1301. of the Revised Code contains	3175
general definitions and principles of construction and	3176
interpretation applicable throughout this chapter.	3177

(D) The characterization of a person, business, or	3178
transaction for purposes of this chapter does not determine the	3179
characterization of the person, business, or transaction for	3180
purposes of any other law, regulation, or rule.	3181

Sec. 1308.02.  (A) A share or similar equity interest issued	3182
by a corporation, business trust, joint stock company, or similar	3183
entity is a security.	3184

(B) An "investment company security" is a security.	3185
"Investment company security" means a share or similar equity	3186
interest issued by an entity that is registered as an investment	3187
company under the federal investment company laws, an interest in	3188
a unit investment trust that is so registered, or a face-amount	3189
certificate issued by a face-amount certificate company that is so	3190
registered. Investment company security does not include an	3191
insurance policy or endowment policy or annuity contract issued by	3192
an insurance company.	3193

(C) An interest in a partnership or limited liability company	3194
is not a security unless it is dealt in or traded on securities	3195
exchanges or in securities markets, its terms expressly provide	3196
that it is a security governed by this chapter, or it is an	3197
investment company security. However, an interest in a partnership	3198
or limited liability company is a financial asset if it is held in	3199
a securities account.	3200

(D) A writing that is a security certificate is governed by	3201
this chapter and not by Chapter 1303. of the Revised Code, even	3202
though it also meets the requirements of that chapter. However, a	3203
negotiable instrument governed by Chapter 1303. of the Revised	3204
Code is a financial asset if it is held in a securities account.	3205

(E) An option or similar obligation issued by a clearing	3206
corporation to its participants is not a security, but is a	3207
financial asset.	3208

(F) A commodity contract, as defined in division (A)(15) of	3209
section 1309.102 of the Revised Code, is not a security or a	3210
financial asset.	3211

(G) A document of title is not a financial asset unless	3212
division (A)(9)(c) of section 1308.01 of the Revised Code applies.	3213

Sec. 1309.102.  (A) As used in this chapter, unless the	3214
context requires otherwise:	3215

(1) "Accession" means goods that are physically united with	3216
other goods in such a manner that the identity of the original	3217
goods is not lost.	3218

(2)(a) "Account," except as used in "account for," means a	3219
right to payment of a monetary obligation, whether or not earned	3220
by performance, (i) for property that has been or is to be sold,	3221
leased, licensed, assigned, or otherwise disposed of, (ii) for	3222
services rendered or to be rendered, (iii) for a policy of	3223
insurance issued or to be issued, (iv) for a secondary obligation	3224
incurred or to be incurred, (v) for energy provided or to be	3225
provided, (vi) for the use or hire of a vessel under a charter or	3226
other contract, (vii) arising out of the use of a credit or charge	3227
card or information contained on or for use with the card, or	3228
(viii) as winnings in a lottery or other game of chance operated	3229
or sponsored by a state, governmental unit of a state, or person	3230
licensed or authorized to operate the game by a state or	3231
governmental unit of a state.	3232

(b) "Account" includes health-care insurance receivables.

3233

(c) "Account" does not include (i) rights to payment	3234
evidenced by chattel paper or an instrument, (ii) commercial tort	3235
claims, (iii) deposit accounts, (iv) investment property, (v)	3236
letter-of-credit rights or letters of credit, or (vi) rights to	3237
payment for money or funds advanced or sold, other than rights	3238
arising out of the use of a credit or charge card or information	3239
contained on or for use with the card.	3240

(3) "Account debtor" means a person who is obligated on an	3241
account, chattel paper, or general intangible. "Account debtor"	3242
does not include a person who is obligated to pay a negotiable	3243
instrument, even if the instrument constitutes part of chattel	3244
paper.	3245

(4) "Accounting," except as used in "accounting for," means a	3246
record:	3247

(a) Authenticated by a secured party;

3248

(b) Indicating the aggregate unpaid secured obligations as of	3249
a date not more than thirty-five days earlier or thirty-five days	3250
later than the date of the record; and	3251

(c) Identifying the components of the obligations in	3252
reasonable detail.	3253

(5) "Agricultural lien" means an interest, other than a	3254
security interest, in farm products:	3255

(a) That secures payment or performance of an obligation for:

3256

(i) Goods or services furnished in connection with a debtor's	3257
farming operation; or	3258

(ii) Rent on real property leased by a debtor in connection	3259
with its farming operation.	3260

(b) That is created by statute in favor of a person who:

3261

(i) In the ordinary course of business, furnished goods or	3262
services to a debtor in connection with the debtor's farming	3263
operation; or	3264

(ii) Leased real property to a debtor in connection with the	3265
debtor's farming operation; and	3266

(c) Whose effectiveness does not depend on the person's	3267
possession of the personal property.	3268

(6) "As-extracted collateral" means:

3269

(a) Oil, gas, or other minerals that are subject to a	3270
security interest that:	3271

(i) Is created by a debtor having an interest in the minerals	3272
before extraction; and	3273

(ii) Attaches to the minerals as extracted; or

3274

(b) Accounts arising out of the sale at the wellhead or	3275
minehead of oil, gas, or other minerals in which the debtor had an	3276
interest before extraction.	3277

(7) "Authenticate" means:

3278

(a) To sign; or

3279

(b) To execute or otherwise adopt a symbol, or encrypt or	3280
similarly process a record in whole or in part, with the present	3281
intent of the authenticating person to identify the person and	3282
adopt or accept a record.	3283

(8) "Bank" means an organization that is engaged in the	3284
business of banking. "Bank" includes savings banks, savings and	3285
loan associations, credit unions, and trust companies.	3286

(9) "Cash proceeds" means proceeds that are money, checks,	3287
deposit accounts, or the like.	3288

(10) "Certificate of title" means a certificate of title with	3289
respect to which a statute provides for the security interest in	3290
question to be indicated on the certificate as a condition or	3291
result of the security interest's obtaining priority over the	3292
rights of a lien creditor with respect to the collateral.	3293

(11)(a) "Chattel paper" means a record that evidences both a	3294
monetary obligation and a security interest in specific goods, a	3295
security interest in specific goods and software used in the	3296
goods, a security interest in specific goods and license of	3297
software used in the goods, a lease of specific goods, or a lease	3298
of specific goods and license of software used in the goods.	3299

As used in division (A)(11)(a) of this section, "monetary	3300
obligation" means a monetary obligation secured by the goods or	3301
owed under a lease of the goods and includes a monetary obligation	3302
with respect to software used in the goods.	3303

(b) If a transaction is evidenced by records that include an	3304
instrument or series of instruments, the group of records taken	3305
together constitutes chattel paper.	3306

(c) "Chattel paper" does not include (i) charters or other	3307
contracts involving the use or hire of a vessel or (ii) records	3308
that evidence a right to payment arising out of the use of a	3309
credit or charge card or information contained on or for use with	3310
the card.	3311

(12) "Collateral" means the property subject to a security	3312
interest or agricultural lien, including:	3313

(a) Proceeds to which a security interest attaches;

3314

(b) Accounts, chattel paper, payment intangibles, and	3315
promissory notes that have been sold; and	3316

(c) Goods that are the subject of a consignment.

3317

(13) "Commercial tort claim" means a claim arising in tort	3318
with respect to which:	3319

(a) The claimant is an organization; or

3320

(b) The claimant is an individual, and the claim:

3321

(i) Arose in the course of the claimant's business or	3322
profession; and	3323

(ii) Does not include damages arising out of personal injury	3324
to or the death of an individual.	3325

(14) "Commodity account" means an account maintained by a	3326
commodity intermediary in which a commodity contract is carried	3327
for a commodity customer.	3328

(15) "Commodity contract" means a commodity futures contract,	3329
an option on a commodity futures contract, a commodity option, or	3330
another contract if the contract or option is:	3331

(a) Traded on or subject to the rules of a board of trade	3332
that has been designated as a contract market for such a contract	3333
pursuant to the federal commodities laws; or	3334

(b) Traded on a foreign commodity board of trade, exchange,	3335
or market and is carried on the books of a commodity intermediary	3336
for a commodity customer.	3337

(16) "Commodity customer" means a person for whom a commodity	3338
intermediary carries a commodity contract on its books.	3339

(17) "Commodity intermediary" means a person that:

3340

(a) Is registered as a futures commission merchant under the	3341
federal commodities laws; or	3342

(b) In the ordinary course of its business provides clearance	3343
or settlement services for a board of trade that has been	3344
designated as a contract market pursuant to the federal	3345
commodities laws.	3346

(18) "Communicate" means:

3347

(a) To send a written or other tangible record;

3348

(b) To transmit a record by any means agreed upon by the	3349
persons sending and receiving the record; or	3350

(c) In the case of transmission of a record to or by a filing	3351
office, to transmit a record by any means prescribed by	3352
filing-office rule.	3353

(19) "Consignee" means a merchant to whom goods are delivered	3354
in a consignment.	3355

(20) "Consignment" means a transaction, regardless of its	3356
form, in which a person delivers goods to a merchant for the	3357
purpose of sale and:	3358

(a) The merchant:

3359

(i) Deals in goods of that kind under a name other than the	3360
name of the person making delivery;	3361

(ii) Is not an auctioneer; and

3362

(iii) Is not generally known by its creditors to be	3363
substantially engaged in selling the goods of others;	3364

(b) With respect to each delivery, the aggregate value of the	3365
goods is one thousand dollars or more at the time of delivery.	3366

(c) The goods are not consumer goods immediately before	3367
delivery; and	3368

(d) The transaction does not create a security interest that	3369
secures an obligation.	3370

(21) "Consignor" means a person that delivers goods to a	3371
consignee in a consignment.	3372

(22) "Consumer debtor" means a debtor in a consumer	3373
transaction.	3374

(23) "Consumer goods" means goods that are used or bought for	3375
use primarily for personal, family, or household purposes.	3376

(24) "Consumer-goods transaction" means a consumer	3377
transaction in which:	3378

(a) An individual incurs an obligation primarily for	3379
personal, family, or household purposes; and	3380

(b) A security interest in consumer goods secures the	3381
obligation.	3382

(25) "Consumer obligor" means an obligor who is an individual	3383
and who incurred the obligation as part of a transaction entered	3384
into primarily for personal, family, or household purposes.	3385

(26) "Consumer transaction" means a transaction in which: (a)	3386
an individual incurs an obligation primarily for personal, family,	3387
or household purposes, (b) a security interest secures the	3388
obligation, and (c) the collateral is held or acquired primarily	3389
for personal, family, or household purposes. "Consumer	3390
transaction" includes consumer-goods transactions.	3391

(27) "Continuation statement" means an amendment of a	3392
financing statement that:	3393

(a) Identifies, by its file number, the initial financing	3394
statement to which it relates; and	3395

(b) Indicates that it is a continuation statement for, or	3396
that it is filed to continue the effectiveness of, the identified	3397
financing statement.	3398

(28) "Debtor" means:

3399

(a) A person having an interest, other than a security	3400
interest or other lien, in the collateral, whether or not the	3401
person is an obligor;	3402

(b) A seller of accounts, chattel paper, payment intangibles,	3403
or promissory notes; or	3404

(c) A consignee.

3405

(29) "Deposit account" means a demand, time, savings,	3406
passbook, or similar account maintained with a bank but does not	3407
include investment property or accounts evidenced by an	3408
instrument.	3409

(30) "Document" means a document of title or a receipt of the	3410
type described in division (B) of section 1307.061307.201 of the	3411
Revised Code.	3412

(31) "Electronic chattel paper" means chattel paper evidenced	3413
by a record consisting of information stored in an electronic	3414
medium.	3415

(32) "Encumbrance" means a right, other than an ownership	3416
interest, in real property. "Encumbrance" includes mortgages and	3417
other liens on real property.	3418

(33) "Equipment" means goods other than inventory, farm	3419
products, or consumer goods.	3420

(34) "Farm products" means goods, other than standing timber,	3421
with respect to which the debtor is engaged in a farming operation	3422
and that are:	3423

(a) Crops grown, growing, or to be grown, including:

3424

(i) Crops produced on trees, vines, and bushes; and

3425

(ii) Aquatic goods produced in aquacultural operations;

3426

(b) Livestock, born or unborn, including aquatic goods	3427
produced in aquacultural operations;	3428

(c) Supplies used or produced in a farming operation; or

3429

(d) Products of crops or livestock in their unmanufactured	3430
states.	3431

(35) "Farming operation" means raising, cultivating,	3432
propagating, fattening, grazing, or any other farming, livestock,	3433
or aquacultural operation.	3434

(36) "File number" means the number assigned to an initial	3435
financing statement under division (A) of section 1309.519 of the	3436
Revised Code.	3437

(37) "Filing office" means an office designated in section	3438
1309.501 of the Revised Code as the place to file a financing	3439
statement.	3440

(38) "Filing-office rule" means a rule adopted under section	3441
1309.526 of the Revised Code.	3442

(39) "Financing statement" means a record composed of an	3443
initial financing statement and any filed record or records	3444
relating to the initial financing statement. For the purposes of	3445
this chapter, financing statements filed for recording with the	3446
secretary of state shall not be required to include social	3447
security or employer identification numbers.	3448

(40) "Fixture filing" means the filing of a financing	3449
statement covering goods that are or are to become fixtures and	3450
satisfying divisions (A) and (B) of section 1309.502 of the	3451
Revised Code. "Fixture filing" includes the filing of a financing	3452
statement covering goods of a transmitting utility that are or are	3453
to become fixtures.	3454

(41) "Fixtures" means goods that have become so related to	3455
particular real property that an interest in them arises under	3456
real property law.	3457

(42) "General intangible" means any personal property,	3458
including things in action, other than accounts, chattel paper,	3459
commercial tort claims, deposit accounts, documents, goods,	3460
instruments, investment property, letter-of-credit rights, letters	3461
of credit, money, and oil, gas, or other minerals before	3462
extraction. "General intangible" includes payment intangibles and	3463
software.	3464

(43) "Good faith" means honesty in fact and the observance of	3465
reasonable commercial standards of fair dealinghas the same	3466
meaning as in section 1301.201 of the Revised Code.	3467

(44)(a) "Goods" means all things that are movable when a	3468
security interest attaches. "Goods" includes (i) fixtures, (ii)	3469
standing timber that is to be cut and removed under a conveyance	3470
or contract for sale, (iii) the unborn young of animals, (iv)	3471
crops grown, growing, or to be grown, even if the crops are	3472
produced on trees, vines, or bushes, and (v) manufactured homes.	3473

(b) "Goods" also includes a computer program embedded in	3474
goods and any supporting information provided in connection with a	3475
transaction relating to the program if (i) the program is	3476
associated with the goods in such a manner that it customarily is	3477
considered part of the goods, or (ii) by becoming the owner of the	3478
goods, a person acquires a right to use the program in connection	3479
with the goods.	3480

(c) "Goods" does not include a computer program embedded in	3481
goods that consist solely of the medium in which the program is	3482
embedded. "Goods" does not include accounts, chattel paper,	3483
commercial tort claims, deposit accounts, documents, general	3484
intangibles, instruments, investment property, letter-of-credit	3485
rights, letters of credit, money, or oil, gas, or other minerals	3486
before extraction.	3487

(45) "Governmental unit" means a subdivision, agency,	3488
department, county, parish, municipal corporation, or other unit	3489
of the government of the United States, a state, or a foreign	3490
country. "Governmental unit" includes an organization having a	3491
separate corporate existence if the organization is eligible to	3492
issue debt on which interest is exempt from income taxation under	3493
the laws of the United States.	3494

(46) "Health-care-insurance receivable" means an interest in	3495
or claim under a policy of insurance that is a right to payment of	3496
a monetary obligation for health-care goods or services provided.	3497

(47)(a) "Instrument" means a negotiable instrument or any	3498
other writing that evidences a right to the payment of a monetary	3499
obligation, is not itself a security agreement or lease, and is of	3500
a type that in ordinary course of business is transferred by	3501
delivery with any necessary indorsement or assignment.	3502

(b) "Instrument" does not include (i) investment property,	3503
(ii) letters of credit, or (iii) writings that evidence a right to	3504
payment arising out of the use of a credit or charge card or	3505
information contained on or for use with the card.	3506

(48) "Inventory" means goods, other than farm products, that:

3507

(a) Are leased by a person as lessor;

3508

(b) Are held by a person for sale or lease or to be furnished	3509
under a contract of service;	3510

(c) Are furnished by a person under a contract of service; or

3511

(d) Consist of raw materials, work in process, or materials	3512
used or consumed in a business.	3513

(49) "Investment property" means a security, whether	3514
certificated or uncertificated, a security entitlement, a	3515
securities account, a commodity contract, or a commodity account.	3516

(50) "Jurisdiction of organization," with respect to a	3517
registered organization, means the jurisdiction under whose law	3518
the organization is organized.	3519

(51) "Letter-of-credit right" means a right to payment or	3520
performance under a letter of credit, whether or not the	3521
beneficiary has demanded or is at the time entitled to demand	3522
payment or performance. "Letter-of-credit right" does not include	3523
the right of a beneficiary to demand payment or performance under	3524
a letter of credit.	3525

(52) "Lien creditor" means:

3526

(a) A creditor who has acquired a lien on the property	3527
involved by attachment, levy or the like;	3528

(b) An assignee for benefit of creditors from the time of	3529
assignment;	3530

(c) A trustee in bankruptcy from the date of the filing of	3531
the petition; or	3532

(d) A receiver in equity from the time of appointment.

3533

(53) "Manufactured home" means a structure, transportable in	3534
one or more sections, that, in the traveling mode, is eight body	3535
feet or more in width or forty body feet or more in length, or,	3536
when erected on site, is three hundred twenty or more square feet,	3537
and that is built on a permanent chassis and designed to be used	3538
as a dwelling with or without a permanent foundation when	3539
connected to the required utilities, and includes the plumbing,	3540
heating, air conditioning, and electrical systems contained in the	3541
structure. "Manufactured home" includes any structure that meets	3542
all of the requirements of this paragraph except the size	3543
requirements and with respect to which the manufacturer	3544
voluntarily files a certification required by the United States	3545
secretary of housing and urban development and complies with the	3546
standards established under Title 42 of the United States Code.	3547

(54) "Manufactured-home transaction" means a secured	3548
transaction:	3549

(a) That creates a purchase-money security interest in a	3550
manufactured home, other than a manufactured home held as	3551
inventory; or	3552

(b) In which a manufactured home, other than a manufactured	3553
home held as inventory, is the primary collateral.	3554

(55) "Mortgage" means a consensual interest in real property,	3555
including fixtures, that secures payment or performance of an	3556
obligation.	3557

(56) "New debtor" means a person that becomes bound as debtor	3558
under division (D) of section 1309.203 of the Revised Code by a	3559
security agreement previously entered into by another person.	3560

(57)(a) "New value" means (i) money, (ii) money's worth in	3561
property, services, or new credit, or (iii) release by a	3562
transferee of an interest in property previously transferred to	3563
the transferee.	3564

(b) "New value" does not include an obligation substituted	3565
for another obligation.	3566

(58) "Noncash proceeds" means proceeds other than cash	3567
proceeds.	3568

(59)(a) "Obligor" means a person who, with respect to an	3569
obligation secured by a security interest in or an agricultural	3570
lien on the collateral, (i) owes payment or other performance of	3571
the obligation, (ii) has provided property other than the	3572
collateral to secure payment or other performance of the	3573
obligation, or (iii) is otherwise accountable in whole or in part	3574
for payment or other performance of the obligation.	3575

(b) "Obligor" does not include issuers or nominated persons	3576
under a letter of credit.	3577

(60) "Original debtor," except as used in division (C) of	3578
section 1309.310 of the Revised Code, means a person who, as	3579
debtor, entered into a security agreement to which a new debtor	3580
has become bound under division (D) of section 1309.203 of the	3581
Revised Code.	3582

(61) "Payment intangible" means a general intangible under	3583
which the account debtor's principal obligation is a monetary	3584
obligation.	3585

(62) "Person related to," with respect to an individual,	3586
means:	3587

(a) The spouse of the individual;

3588

(b) A brother, brother-in-law, sister, or sister-in-law of	3589
the individual;	3590

(c) An ancestor or lineal descendant of the individual or the	3591
individual's spouse; or	3592

(d) Any other relative, by blood or marriage, of the	3593
individual or the individual's spouse who shares the same home	3594
with the individual.	3595

(63) "Person related to," with respect to an organization,	3596
means:	3597

(a) A person directly or indirectly controlling, controlled	3598
by, or under common control with the organization;	3599

(b) An officer or director of, or a person performing similar	3600
functions with respect to, the organization;	3601

(c) An officer or director of, or a person performing similar	3602
functions with respect to, a person described in division	3603
(A)(63)(a) of this section;	3604

(d) The spouse of an individual described in division	3605
(A)(63)(a), (b), or (c) of this section; or	3606

(e) An individual who is related by blood or marriage to an	3607
individual described in division (A)(63)(a), (b), (c), or (d) of	3608
this section and shares the same home with the individual.	3609

(64) "Proceeds," except as used in division (B) of section	3610
1309.609 of the Revised Code, means the following property:	3611

(a) Whatever is acquired upon the sale, lease, license,	3612
exchange, or other disposition of collateral;	3613

(b) Whatever is collected on, or distributed on account of,	3614
collateral;	3615

(c) Rights arising out of collateral;

3616

(d) To the extent of the value of collateral, claims arising	3617
out of the loss, nonconformity, or interference with the use of,	3618
defects or infringement of rights in, or damage to the collateral;	3619
or	3620

(e) To the extent of the value of collateral and to the	3621
extent payable to the debtor or the secured party, insurance	3622
payable by reason of the loss or nonconformity of, defects or	3623
infringement of rights in, or damage to the collateral.	3624

(65) "Promissory note" means an instrument that evidences a	3625
promise to pay a monetary obligation, does not evidence an order	3626
to pay, and does not contain an acknowledgment by a bank that the	3627
bank has received for deposit a sum of money or funds.	3628

(66) "Proposal" means a record authenticated by a secured	3629
party that includes the terms on which the secured party is	3630
willing to accept collateral in full or partial satisfaction of	3631
the obligation it secures pursuant to sections 1309.620, 1309.621,	3632
and 1309.622 of the Revised Code.	3633

(67) "Public-finance transaction" means a secured transaction	3634
in connection with which:	3635

(a) Debt securities are issued;

3636

(b) All or a portion of the securities issued have an initial	3637
stated maturity of at least twenty years; and	3638

(c) The debtor, obligor, secured party, account debtor or	3639
other person obligated on collateral, assignor or assignee of a	3640
secured obligation, or assignor or assignee of a security interest	3641
is a state or a governmental unit of a state.	3642

(68) "Pursuant to commitment," with respect to an advance	3643
made or other value given by a secured party, means pursuant to	3644
the secured party's obligation, whether or not a subsequent event	3645
of default or other event not within the secured party's control	3646
has relieved or may relieve the secured party from its obligation.	3647

(69) "Record," except as used in "for record," "of record,"	3648
"record or legal title," and "record owner," means information	3649
that is inscribed on a tangible medium or that is stored in an	3650
electronic or other medium and is retrievable in perceivable form.	3651

(70) "Registered organization" means an organization	3652
organized solely under the law of a single state or the United	3653
States and as to which the state or the United States must	3654
maintain a public record showing the organization to have been	3655
organized.	3656

(71) "Secondary obligor" means an obligor to the extent that:

3657

(a) The obligor's obligation is secondary; or

3658

(b) The obligor has a right of recourse with respect to an	3659
obligation secured by collateral against the debtor, another	3660
obligor, or property of either.	3661

(72) "Secured party" means:

3662

(a) A person in whose favor a security interest is created or	3663
provided for under a security agreement, whether or not any	3664
obligation to be secured is outstanding;	3665

(b) A person that holds an agricultural lien;

3666

(c) A consignor;

3667

(d) A person to whom accounts, chattel paper, payment	3668
intangibles, or promissory notes have been sold;	3669

(e) A trustee, indenture trustee, agent, collateral agent, or	3670
other representative in whose favor a security interest or	3671
agricultural lien is created or provided for; or	3672

(f) A person who holds a security interest arising under	3673
section 1302.42, 1302.49, 1302.85, 1304.20, 1305.18, or 1310.54 of	3674
the Revised Code.	3675

(73) "Security agreement" means an agreement that creates or	3676
provides for a security interest.	3677

(74) "Send," in connection with a record or notification,	3678
means:	3679

(a) To deposit in the mail, deliver for transmission, or	3680
transmit by any other usual means of communication, with postage	3681
or cost of transmission provided for, addressed to any address	3682
reasonable under the circumstances; or	3683

(b) To cause the record or notification to be received within	3684
the time that it would have been received if properly sent under	3685
division (A)(74)(a) of this section.	3686

(75) "Software" means a computer program and any supporting	3687
information provided in connection with a transaction relating to	3688
the program. "Software" does not include a computer program that	3689
is included in the definition of goods.	3690

(76) "State" means a state of the United States, the District	3691
of Columbia, Puerto Rico, the United States Virgin Islands, or any	3692
territory or insular possession subject to the jurisdiction of the	3693
United States.	3694

(77) "Supporting obligation" means a letter-of-credit right	3695
or secondary obligation that supports the payment or performance	3696
of an account, chattel paper, a document, a general intangible, an	3697
instrument, or investment property.	3698

(78) "Tangible chattel paper" means chattel paper evidenced	3699
by a record consisting of information that is inscribed on a	3700
tangible medium.	3701

(79) "Termination statement" means an amendment of a	3702
financing statement that:	3703

(a) Identifies, by its file number, the initial financing	3704
statement to which it relates; and	3705

(b) Indicates either that it is a termination statement or	3706
that the identified financing statement is no longer effective.	3707

(80) "Transmitting utility" means a person primarily engaged	3708
in the business of:	3709

(a) Operating a railroad, subway, street railway, or trolley	3710
bus;	3711

(b) Transmitting communications electrically,	3712
electromagnetically, or by light;	3713

(c) Transmitting goods by pipeline or sewer; or

3714

(d) Transmitting or producing and transmitting electricity,	3715
steam, gas, or water.	3716

(B) Other definitions applying to this chapter are:

3717

(1) "Applicant" has the same meaning as in section 1305.01 of	3718
the Revised Code.	3719

(2) "Beneficiary" has the same meaning as in section 1305.01	3720
of the Revised Code.	3721

(3) "Broker" has the same meaning as in section 1308.01 of	3722
the Revised Code.	3723

(4) "Certificated security" has the same meaning as in	3724
section 1308.01 of the Revised Code.	3725

(5) "Check" has the same meaning as in section 1303.03 of the	3726
Revised Code.	3727

(6) "Clearing corporation" has the same meaning as in section	3728
1308.01 of the Revised Code.	3729

(7) "Contract for sale" has the same meaning as in section	3730
1302.01 of the Revised Code.	3731

(8) "Control" with respect to a document of title, has the	3732
same meaning as in section 1307.106 of the Revised Code.	3733

(9) "Customer" has the same meaning as in section 1304.01 of	3734
the Revised Code.	3735

(9)(10) "Entitlement holder" has the same meaning as in	3736
section 1308.01 of the Revised Code.	3737

(10)(11) "Financial asset" has the same meaning as in section	3738
1308.01 of the Revised Code.	3739

(11)(12) "Holder in due course" has the same meaning as in	3740
section 1303.32 of the Revised Code.	3741

(12)(13) "Issuer," with respect to a letter of credit or	3742
letter-of-credit right, has the same meaning as in section 1305.01	3743
of the Revised Code.	3744

(13)(14) "Issuer," with respect to a security, has the same	3745
meaning as in section 1308.08 of the Revised Code.	3746

(14)(15) "Issuer," with respect to a document of title, has	3747
the same meaning as in section 1307.102 of the Revised Code.	3748

(16) "Lease," "lease agreement," "lease contract," "leasehold	3749
interest," "lessee," "lessee in ordinary course of business,"	3750
"lessor," and "lessor's residual interest" have the same meanings	3751
as in section 1310.01 of the Revised Code.	3752

(15)(17) "Letter of credit" has the same meaning as in	3753
section 1305.01 of the Revised Code.	3754

(16)(18) "Merchant" has the same meaning as in section	3755
1302.01 of the Revised Code.	3756

(17)(19) "Negotiable instrument" has the same meaning as in	3757
section 1303.03 of the Revised Code.	3758

(18)(20) "Nominated person" has the same meaning as in	3759
section 1305.01 of the Revised Code.	3760

(19)(21) "Note" has the same meaning as in section 1303.03 of	3761
the Revised Code.	3762

(20)(22) "Proceeds of a letter of credit" has the same	3763
meaning as in section 1305.13 of the Revised Code.	3764

(21)(23) "Prove" has the same meaning as in section 1303.01	3765
of the Revised Code.	3766

(22)(24) "Sale" has the same meaning as in division (A)(11)	3767
of section 1302.01 of the Revised Code.	3768

(23)(25) "Securities account" has the same meaning as in	3769
section 1308.51 of the Revised Code.	3770

(24)(26) "Securities intermediary," "security," "security	3771
certificate," "security entitlement," and "uncertificated	3772
security" have the same meanings as in section 1308.01 of the	3773
Revised Code.	3774

(C) The termsIn addition, Chapter 1301. of the Revised Code	3775
contains general definitions and principles of construction and	3776
interpretations set forth in sections 1301.01 to 1301.14 of the	3777
Revised Code are applicable tothroughout this chapter.	3778

Sec. 1309.203.  (A) A security interest attaches to	3779
collateral when it becomes enforceable against the debtor with	3780
respect to the collateral, unless an agreement expressly postpones	3781
the time of attachment.	3782

(B) Except as otherwise provided in divisions (C) to (I) of	3783
this section, a security interest is enforceable against the	3784
debtor and third parties with respect to the collateral only if:	3785

(1) Value has been given;

3786

(2) The debtor has rights in the collateral or the power to	3787
transfer rights in the collateral to a secured party; and	3788

(3) One of the following conditions is met:

3789

(a) The debtor has authenticated a security agreement that	3790
provides a description of the collateral and, if the security	3791
interest covers timber to be cut, a description of the land	3792
concerned;	3793

(b) The collateral is not a certificated security and is in	3794
the possession of the secured party under section 1309.313 of the	3795
Revised Code pursuant to the debtor's security agreement;	3796

(c) The collateral is a certificated security in registered	3797
form and the security certificate has been delivered to the	3798
secured party under section 1308.27 of the Revised Code pursuant	3799
to the debtor's security agreement; or	3800

(d) The collateral is deposit accounts, electronic chattel	3801
paper, investment property, or letter-of-credit rights, or	3802
electronic documents, and the secured party has control under	3803
section 1307.106, 1309.104, 1309.105, 1309.106, or 1309.107 of the	3804
Revised Code pursuant to the debtor's security agreement.	3805

(C) Division (B) of this section is subject to section	3806
1304.20 of the Revised Code on the security interest of a	3807
collecting bank, section 1305.18 of the Revised Code on the	3808
security interest of a letter-of-credit issuer or nominated	3809
person, section 1309.110 of the Revised Code on a security	3810
interest arising under Chapter 1302. or 1310. of the Revised Code,	3811
and section 1309.206 of the Revised Code on security interests in	3812
investment property.	3813

(D) A person becomes bound as debtor by a security agreement	3814
entered into by another person if, by operation of law other than	3815
this article or by contract:	3816

(1) The security agreement becomes effective to create a	3817
security interest in the person's property; or	3818

(2) The person becomes generally obligated for the	3819
obligations of the other person, including the obligation secured	3820
under the security agreement, and acquires or succeeds to all or	3821
substantially all of the assets of the other person.	3822

(E) If a new debtor becomes bound as debtor by a security	3823
agreement entered into by another person:	3824

(1) The agreement satisfies division (B)(3) of this section	3825
with respect to existing or after-acquired property of the new	3826
debtor to the extent the property is described in the agreement;	3827
and	3828

(2) Another agreement is not necessary to make a security	3829
interest in the property enforceable.	3830

(F) The attachment of a security interest in collateral gives	3831
the secured party the rights to proceeds provided by section	3832
1309.315 of the Revised Code and is also attachment of a security	3833
interest in a supporting obligation for the collateral.	3834

(G) The attachment of a security interest in a right to	3835
payment or performance secured by a security interest or other	3836
lien on personal or real property is also attachment of a security	3837
interest in the security interest, mortgage, or other lien.	3838

(H) The attachment of a security interest in a securities	3839
account is also attachment of a security interest in the security	3840
entitlements carried in the securities account.	3841

(I) The attachment of a security interest in a commodity	3842
account is also attachment of a security interest in the commodity	3843
contracts carried in the commodity account.	3844

Sec.  1309.207.  (A) Except as otherwise provided in division	3845
(D) of this section, a secured party shall use reasonable care in	3846
the custody and preservation of collateral in the secured party's	3847
possession. In the case of an instrument or chattel paper,	3848
reasonable care includes taking necessary steps to preserve rights	3849
against prior parties unless otherwise agreed.	3850

(B) Except as otherwise provided in division (D) of this	3851
section, if a secured party has possession of collateral:	3852

(1) Reasonable expenses, including the cost of insurance and	3853
payment of taxes or other charges, incurred in the custody,	3854
preservation, use, or operation of the collateral are chargeable	3855
to the debtor and are secured by the collateral;	3856

(2) The risk of accidental loss or damage is on the debtor to	3857
the extent of a deficiency in any effective insurance coverage;	3858

(3) The secured party shall keep the collateral identifiable	3859
but fungible collateral may be commingled; and	3860

(4) The secured party may use or operate the collateral:

3861

(a) For the purpose of preserving the collateral or its	3862
value;	3863

(b) As permitted by an order of a court having competent	3864
jurisdiction; or	3865

(c) Except in the case of consumer goods, in the manner and	3866
to the extent agreed by the debtor.	3867

(C) Except as otherwise provided in division (D) of this	3868
section, a secured party having possession of collateral or	3869
control of collateral under section 1307.106, 1309.104, 1309.105,	3870
1309.106, or 1309.107 of the Revised Code:	3871

(1) May hold as additional security any proceeds, except	3872
money or funds, received from the collateral;	3873

(2) Shall apply money or funds received from the collateral	3874
to reduce the secured obligation, unless remitted to the debtor;	3875
and	3876

(3) May create a security interest in the collateral.

3877

(D) If the secured party is a buyer of accounts, chattel	3878
paper, payment intangibles, or promissory notes or a consignor:	3879

(1) Division (A) of this section does not apply unless the	3880
secured party is entitled under an agreement:	3881

(a) To charge back uncollected collateral; or

3882

(b) Otherwise to full or limited recourse against the debtor	3883
or a secondary obligor based on the nonpayment or other default of	3884
an account debtor or other obligor on the collateral; and	3885

(2) Divisions (B) and (C) of this section do not apply.

3886

Sec. 1309.208.  (A) This section applies to cases in which	3887
there is no outstanding secured obligation and the secured party	3888
is not committed to make advances, incur obligations, or otherwise	3889
give value.	3890

(B) Within ten days after receiving an authenticated demand	3891
by the debtor:	3892

(1) A secured party having control of a deposit account under	3893
division (A)(2) of section 1309.104 of the Revised Code shall send	3894
to the bank with which the deposit account is maintained an	3895
authenticated statement that releases the bank from any further	3896
obligation to comply with instructions originated by the secured	3897
party.	3898

(2) A secured party having control of a deposit account under	3899
division (A)(3) of section 1309.104 of the Revised Code shall:	3900

(a) Pay the debtor the balance on deposit in the deposit	3901
account; or	3902

(b) Transfer the balance on deposit into a deposit account in	3903
the debtor's name.	3904

(3) A secured party, other than a buyer, having control of	3905
electronic chattel paper under section 1309.105 of the Revised	3906
Code shall:	3907

(a) Communicate the authoritative copy of the electronic	3908
chattel paper to the debtor or its designated custodian;	3909

(b) If the debtor designates a custodian that is the	3910
designated custodian with which the authoritative copy of the	3911
electronic chattel paper is maintained for the secured party,	3912
communicate to the custodian an authenticated record releasing the	3913
designated custodian from any further obligation to comply with	3914
instructions originated by the secured party and instructing the	3915
custodian to comply with instructions originated by the debtor;	3916
and	3917

(c) Take appropriate action to enable the debtor or its	3918
designated custodian to make copies of or revisions to the	3919
authoritative copy that add or change an identified assignee of	3920
the authoritative copy without the consent of the secured party.	3921

(4) A secured party having control of investment property	3922
under division (D)(2) of section 1308.24 or division (B) of	3923
section 1309.106 of the Revised Code shall send to the securities	3924
intermediary or commodity intermediary with which the security	3925
entitlement or commodity contract is maintained an authenticated	3926
record that releases the securities intermediary or commodity	3927
intermediary from any further obligation to comply with	3928
entitlement orders or directions originated by the secured party;	3929
and	3930

(5) A secured party having control of a letter-of-credit	3931
right under section 1309.107 of the Revised Code shall send to	3932
each person having an unfulfilled obligation to pay or deliver	3933
proceeds of the letter of credit to the secured party an	3934
authenticated release from any further obligation to pay or	3935
deliver proceeds of the letter of credit to the secured party.	3936

(6) A secured party having control of an electronic document	3937
shall:	3938

(a) Give control of the electronic document to the debtor or	3939
its designated custodian;	3940

(b) If the debtor designates a custodian that is the	3941
designated custodian with which the authoritative copy of the	3942
electronic document is maintained for the secured party,	3943
communicate to the custodian an authenticated record releasing the	3944
designated custodian from any further obligation to comply with	3945
instructions originated by the secured party and instructing the	3946
custodian to comply with instructions originated by the debtor;	3947
and	3948

(c) Take appropriate action to enable the debtor or its	3949
designated custodian to make copies of or revisions to the	3950
authoritative copy which add or change an identified assignee of	3951
the authoritative copy without the consent of the secured party.	3952

Sec. 1309.301.  Except as otherwise provided in sections	3953
1309.303 to 1309.306 of the Revised Code, the following rules	3954
determine the law governing perfection, the effect of perfection	3955
or nonperfection, and the priority of a security interest in	3956
collateral:	3957

(A) Except as otherwise provided in this section, while a	3958
debtor is located in a jurisdiction, the local law of that	3959
jurisdiction governs perfection, the effect of perfection or	3960
nonperfection, and the priority of a security interest in	3961
collateral.	3962

(B) While collateral is located in a jurisdiction, the local	3963
law of that jurisdiction governs perfection, the effect of	3964
perfection or nonperfection, and the priority of a possessory	3965
security interest in that collateral.	3966

(C) Except as otherwise provided in division (D) of this	3967
section, while tangible negotiable documents, goods, instruments,	3968
money, or tangible chattel paper is located in a jurisdiction, the	3969
local law of that jurisdiction governs:	3970

(1) Perfection of a security interest in the goods by filing	3971
a fixture filing;	3972

(2) Perfection of a security interest in timber to be cut;	3973
and	3974

(3) The effect of perfection or nonperfection and the	3975
priority of a nonpossessory security interest in the collateral.	3976

(D) The local law of the jurisdiction in which the wellhead	3977
or minehead is located governs perfection, the effect of	3978
perfection or nonperfection, and the priority of a security	3979
interest in as-extracted collateral.	3980

Sec. 1309.310.  (A) Except as otherwise provided in division	3981
(B) of this section and division (B) of section 1309.312 of the	3982
Revised Code, a financing statement must be filed to perfect all	3983
security interests and agricultural liens.	3984

(B) The filing of a financing statement is not necessary to	3985
perfect a security interest:	3986

(1) That is perfected under division (D), (E), (F), or (G) of	3987
section 1309.308 of the Revised Code;	3988

(2) That is perfected under section 1309.309 of the Revised	3989
Code when it attaches;	3990

(3) In property subject to a statute, regulation, or treaty	3991
described in division (A) of section 1309.311 of the Revised Code;	3992

(4) In goods in possession of a bailee which is perfected	3993
under division (D)(1) or (2) of section 1309.312 of the Revised	3994
Code;	3995

(5) In certificated securities, documents, goods, or	3996
instruments which is perfected without filing, control, or	3997
possession under division (E), (F), or (G) of section 1309.312 of	3998
the Revised Code;	3999

(6) In collateral in the secured party's possession under	4000
section 1309.313 of the Revised Code;	4001

(7) In a certificated security perfected by delivery of the	4002
security certificate to the secured party under section 1309.313	4003
of the Revised Code;	4004

(8) In deposit accounts, electronic chattel paper, electronic	4005
documents, investment property, or letter-of-credit rights	4006
perfected by control under section 1309.314 of the Revised Code;	4007

(9) In proceeds which is perfected under section 1309.315 of	4008
the Revised Code; or	4009

(10) That is perfected under section 1309.316 of the Revised	4010
Code.	4011

(C) If a secured party assigns a perfected security interest	4012
or agricultural lien, a filing under this chapter is not required	4013
to continue the perfected status of the security interest against	4014
creditors of and transferees from the original debtor.	4015

Sec.  1309.312.  (A) A security interest in chattel paper,	4016
negotiable documents, instruments, or investment property may be	4017
perfected by filing.	4018

(B) Except as otherwise provided in divisions (C) and (D) of	4019
section 1309.315 of the Revised Code for proceeds:	4020

(1) A security interest in a deposit account may be perfected	4021
only by control under section 1309.314 of the Revised Code;	4022

(2) And except as otherwise provided in division (D) of	4023
section 1309.308 of the Revised Code, a security interest in a	4024
letter-of-credit right may be perfected only by control under	4025
section 1309.314 of the Revised Code; and	4026

(3) A security interest in money may be perfected only by the	4027
secured party's taking possession under section 1309.313 of the	4028
Revised Code.	4029

(C) While goods are in the possession of a bailee that has	4030
issued a negotiable document covering the goods:	4031

(1) A security interest in the goods may be perfected by	4032
perfecting a security interest in the document; and	4033

(2) A security interest perfected in the document has	4034
priority over any security interest that becomes perfected in the	4035
goods by another method during that time.	4036

(D) While goods are in the possession of a bailee that has	4037
issued a non-negotiable document covering the goods, a security	4038
interest in the goods may be perfected by:	4039

(1) Issuance of a document in the name of the secured party;

4040

(2) The bailee's receipt of notification of the secured	4041
party's interest; or	4042

(3) Filing as to the goods.

4043

(E) A security interest in certificated securities, or	4044
negotiable documents, or instruments is perfected without filing	4045
or the taking of possession or control for a period of twenty days	4046
from the time it attaches to the extent that it arises for new	4047
value given under an authenticated security agreement.	4048

(F) A perfected security interest in a negotiable document or	4049
goods in possession of a bailee, other than one that has issued a	4050
negotiable document for the goods, remains perfected for a period	4051
of twenty days without filing if the secured party makes available	4052
to the debtor the goods or documents representing the goods for	4053
the purpose of:	4054

(1) Ultimate sale or exchange; or

4055

(2) Loading, unloading, storing, shipping, trans-shipping,	4056
manufacturing, processing, or otherwise dealing with them in a	4057
manner preliminary to their sale or exchange.	4058

(G) A perfected security interest in an instrument or	4059
certificated security remains perfected for twenty days without	4060
filing if the secured party delivers the security certificate or	4061
instrument to the debtor for the purpose of:	4062

(1) Ultimate sale or exchange; or

4063

(2) Presentation, collection, enforcement, renewal, or	4064
registration of transfer.	4065

(H) After the twenty-day period specified in divisions (E),	4066
(F), or (G) of this section expires, perfection depends upon	4067
compliance with this chapter.	4068

Sec. 1309.313.  (A) Except as otherwise provided in division	4069
(B) of this section, a secured party may perfect a security	4070
interest in tangible negotiable documents, goods, instruments,	4071
money, or tangible chattel paper by taking possession of the	4072
collateral. A secured party may perfect a security interest in	4073
certificated securities by taking delivery of the certificated	4074
securities under section 1308.27 of the Revised Code.	4075

(B) With respect to goods covered by a certificate of title	4076
issued by this state, a secured party may perfect a security	4077
interest in the goods by taking possession of the goods only in	4078
the circumstances described in division (D) of section 1309.316 of	4079
the Revised Code.	4080

(C) With respect to collateral other than certificated	4081
securities and goods covered by a document, a secured party takes	4082
possession of collateral in the possession of a person other than	4083
the debtor, the secured party, or a lessee of the collateral from	4084
the debtor in the ordinary course of the debtor's business, when:	4085

(1) The person in possession authenticates a record	4086
acknowledging that the person holds possession of the collateral	4087
for the secured party's benefit; or	4088

(2) The person takes possession of the collateral after	4089
having authenticated a record acknowledging that the person will	4090
hold possession of collateral for the secured party's benefit.	4091

(D) If perfection of a security interest depends upon	4092
possession of the collateral by a secured party, perfection occurs	4093
no earlier than the time the secured party takes possession and	4094
continues only while the secured party retains possession.	4095

(E) A security interest in a certificated security in	4096
registered form is perfected by delivery when delivery of the	4097
certificated security occurs under section 1308.27 of the Revised	4098
Code and remains perfected by delivery until the debtor obtains	4099
possession of the security certificate.	4100

(F) A person in possession of collateral is not required to	4101
acknowledge that the person holds possession for a secured party's	4102
benefit.	4103

(G) If a person acknowledges that the person holds possession	4104
for the secured party's benefit:	4105

(1) The acknowledgment is effective under division (C) of	4106
this section or division (A) of section 1308.27 of the Revised	4107
Code, even if the acknowledgment violates the rights of a debtor;	4108
and	4109

(2) Unless the person otherwise agrees or law other than this	4110
chapter otherwise provides, the person does not owe any duty to	4111
the secured party and is not required to confirm the	4112
acknowledgment to another person.	4113

(H) A secured party having possession of collateral does not	4114
relinquish possession by delivering the collateral to a person	4115
other than the debtor or a lessee of the collateral from the	4116
debtor in the ordinary course of the debtor's business if the	4117
person was instructed before the delivery or is instructed	4118
contemporaneously with the delivery:	4119

(1) To hold possession of the collateral for the secured	4120
party's benefit; or	4121

(2) To redeliver the collateral to the secured party.

4122

(I) A secured party does not relinquish possession, even if a	4123
delivery under division (H) of this section violates the rights of	4124
a debtor. A person to whom collateral is delivered under division	4125
(H) of this section does not owe any duty to the secured party and	4126
is not required to confirm the delivery to another person unless	4127
the person otherwise agrees or law other than this chapter	4128
otherwise provides.	4129

Sec. 1309.314.  (A) A security interest in investment	4130
property, deposit accounts, letter-of-credit rights, or electronic	4131
chattel paper, or electronic documents may be perfected by control	4132
of the collateral under section 1307.106, 1309.104, 1309.105,	4133
1309.106, or 1309.107 of the Revised Code.	4134

(B) A security interest in deposit accounts, electronic	4135
chattel paper, or letter-of-credit rights, or electronic documents	4136
is perfected by control under section 1307.106, 1309.104,	4137
1309.105, or 1309.107 of the Revised Code when the secured party	4138
obtains control and remains perfected by control only while the	4139
secured party retains control.	4140

(C) A security interest in investment property is perfected	4141
by control under Sectionsection 1309.106 of the Revised Code from	4142
the time the secured party obtains control and remains perfected	4143
by control until:	4144

(1) The secured party does not have control; and

4145

(2) One of the following occurs:

4146

(a) If the collateral is a certificated security, the debtor	4147
has or acquires possession of the security certificate;	4148

(b) If the collateral is an uncertificated security, the	4149
issuer has registered or registers the debtor as the registered	4150
owner; or	4151

(c) If the collateral is a security entitlement, the debtor	4152
is or becomes the entitlement holder.	4153

Sec.  1309.317.  (A) A security interest or agricultural lien	4154
is subordinate to the rights of:	4155

(1) A person entitled to priority under section 1309.322 of	4156
the Revised Code; and	4157

(2) Except as otherwise provided in division (E) of this	4158
section, a person who becomes a lien creditor before the earlier	4159
of the time:	4160

(a) The security interest or agricultural lien is perfected;	4161
or	4162

(b) One of the conditions specified in division (B)(3) of	4163
section 1309.203 of the Revised Code is met and a financing	4164
statement covering the collateral is filed.	4165

(B) Except as otherwise provided in division (E) of this	4166
section, a buyer, other than a secured party, of tangible chattel	4167
paper, tangible documents, goods, instruments, or a security	4168
certificate takes free of a security interest or agricultural lien	4169
if the buyer gives value and receives delivery of the collateral	4170
without knowledge of the security interest or agricultural lien	4171
and before it is perfected.	4172

(C) Except as otherwise provided in division (E) of this	4173
section, a lessee of goods takes free of a security interest or	4174
agricultural lien if the lessee gives value and receives delivery	4175
of the collateral without knowledge of the security interest or	4176
agricultural lien and before it is perfected.	4177

(D) A licensee of a general intangible or a buyer, other than	4178
a secured party, of accounts, electronic chattel paper, electronic	4179
documents, general intangibles, or investment property other than	4180
a certificated security takes free of a security interest if the	4181
licensee or buyer gives value without knowledge of the security	4182
interest and before it is perfected.	4183

(E) Except as otherwise provided in sections 1309.320 and	4184
1309.321 of the Revised Code, if a person files a financing	4185
statement with respect to a purchase money security interest	4186
before or within twenty days after the debtor receives delivery of	4187
the collateral, the security interest takes priority over the	4188
rights of a buyer, lessee, or lien creditor that arise between the	4189
time the security interest attaches and the time of filing.	4190

Sec.  1309.331.  (A) This chapter does not limit the rights of	4191
a holder in due course of a negotiable instrument, as defined in	4192
section 1303.32 of the Revised Code, or a holder to whom a	4193
negotiable document of title has been duly negotiated under	4194
section 1307.291307.501 of the Revised Code, or a protected	4195
purchaser of a security under section 1308.17 of the Revised Code.	4196
These holders or purchasers take priority over an earlier security	4197
interest, even though perfected, to the extent provided in	4198
Chapters 1303., 1307., and 1308. of the Revised Code.	4199

(B) This chapter does not limit the rights of or impose	4200
liability on a person to the extent that the person is protected	4201
against the assertion of a claim under Chapter 1308. of the	4202
Revised Code.	4203

(C) Filing under this chapter does not constitute notice of a	4204
claim or defense to the holders, purchasers, or persons described	4205
in divisions (A) and (B) of this section.	4206

Sec. 1309.338.  If a security interest or agricultural lien	4207
is perfected by a filed financing statement providing information	4208
described in division (B)(5) of section 1309.516 of the Revised	4209
Code that is incorrect at the time the financing statement is	4210
filed:	4211

(A) The security interest or agricultural lien is subordinate	4212
to a conflicting perfected security interest in the collateral to	4213
the extent that the holder of the conflicting security interest	4214
gives value in reasonable reliance upon the incorrect information;	4215
and	4216

(B) A purchaser, other than a secured party, of the	4217
collateral takes free of the security interest or agricultural	4218
lien to the extent that, in reasonable reliance upon the incorrect	4219
information, the purchaser gives value and, in the case of	4220
tangible chattel paper, tangible documents, goods, instruments, or	4221
a security certificate, receives delivery of the collateral.	4222

Sec. 1309.601.  (A) After default, a secured party has the	4223
rights provided in sections 1309.601 to 1309.628 of the Revised	4224
Code and, except as otherwise provided in section 1309.602 of the	4225
Revised Code, those provided by agreement of the parties. A	4226
secured party:	4227

(1) May reduce a claim to judgment, foreclose, or otherwise	4228
enforce the claim, security interest, or agricultural lien by any	4229
available judicial procedure; and	4230

(2) If the collateral is documents, proceed either as to the	4231
documents or as to the goods they cover.	4232

(B) A secured party in possession of collateral or control of	4233
collateral under section 1307.106, 1309.104, 1309.105, 1309.106,	4234
or 1309.107 of the Revised Code has the rights and duties provided	4235
in section 1309.207 of the Revised Code.	4236

(C) The rights under divisions (A) and (B) of this section	4237
are cumulative and may be exercised simultaneously.	4238

(D) Except as otherwise provided in division (G) of this	4239
section and section 1309.605 of the Revised Code, after default, a	4240
debtor and an obligor have the rights provided in sections	4241
1309.601 to 1309.628 of the Revised Code and by agreement of the	4242
parties.	4243

(E) If a secured party has reduced its claim to judgment, the	4244
lien of any levy that may be made upon the collateral by virtue of	4245
an execution based upon the judgment relates back to the earliest	4246
of:	4247

(1) The date of perfection of the security interest or	4248
agricultural lien in the collateral;	4249

(2) The date of filing a financing statement covering the	4250
collateral; or	4251

(3) Any date specified in a statute under which the	4252
agricultural lien was created.	4253

(F) A sale pursuant to an execution is a foreclosure of the	4254
security interest or agricultural lien by judicial procedure	4255
within the meaning of this section. A secured party may purchase	4256
at the sale and after the sale may hold the collateral free of any	4257
other requirements of this chapter.	4258

(G) Except as provided in division (C) of section 1309.607 of	4259
the Revised Code, sections 1309.601 to 1309.628 of the Revised	4260
Code do not impose any duties upon a secured party who is a	4261
consignor or a buyer of accounts, chattel paper, payment	4262
intangibles, or promissory notes.	4263

Sec. 1310.01.  (A) As used in sections 1310.01 to 1310.78 of	4264
the Revised Code, unless the context otherwise requires:	4265

(1) "Buyer in ordinary course of business" means a person who	4266
in good faith and without knowledge that the sale to the person is	4267
in violation of the ownership rights or security interest or	4268
leasehold interest of a third party in the goods buys in ordinary	4269
course from a person in the business of selling goods of that	4270
kind. "Buyer in ordinary course of business" does not include a	4271
pawnbroker. "Buying" may be for cash, by exchange of other	4272
property, or on secured or unsecured credit and includes receiving	4273
acquiring goods or documents of title under a preexisting contract	4274
for sale. "Buying" does not include a transfer in bulk or as	4275
security for or in total or partial satisfaction of a money debt.	4276

(2) "Cancellation" occurs when either party puts an end to	4277
the lease contract for default by the other party.	4278

(3) "Commercial unit" means a unit of goods that by	4279
commercial usage is a single whole for purposes of lease and	4280
division of which materially impairs its character or value on the	4281
market or in use. A "commercial unit" may be a single article,	4282
including a machine; a set of articles, including a suite of	4283
furniture or a line of machinery; a quantity, including a gross or	4284
carload; or any other unit treated in use or in the relevant	4285
market as a single whole.	4286

(4) "Conforming" goods or performance under a lease contract	4287
means goods or performance that are in accordance with the	4288
obligations under the lease contract.	4289

(5) "Consumer lease" means a lease that a lessor regularly	4290
engaged in the business of leasing or selling makes to a lessee	4291
who is an individual and who takes under the lease primarily for a	4292
personal, family, or household purpose.	4293

(6) "Fault" means wrongful act, omission, breach, or default.

4294

(7) "Finance lease" means a lease with respect to which all	4295
of the following apply:	4296

(a) The lessor does not select, manufacture, or supply the	4297
goods;	4298

(b) The lessor acquires the goods or the right to possession	4299
and use of the goods in connection with the lease;	4300

(c) One of the following occurs:

4301

(i) The lessee receives a copy of the contract by which the	4302
lessor acquired the goods or the right to possession and use of	4303
the goods before signing the lease contract;	4304

(ii) The lessee's approval of the contract by which the	4305
lessor acquired the goods or the right to possession and use of	4306
the goods is a condition to effectiveness of the lease contract;	4307

(iii) Before signing the lease contract, the lessee receives	4308
an accurate and complete statement designating the promises and	4309
warranties, disclaimers of warranties, limitations or	4310
modifications of remedies, or liquidated damages of the	4311
manufacturer of the goods and of any other third party that were	4312
provided to the lessor by the person supplying the goods in	4313
connection with or as part of the contract by which the lessor	4314
acquired the goods or the right to possession and use of the	4315
goods;	4316

(iv) If the lease is not a consumer lease, before the lessee	4317
signs the lease contract, the lessor informs the lessee in writing	4318
of the identity of the person supplying the goods to the lessor,	4319
unless the lessee has selected that person and directed the lessor	4320
to acquire the goods or the right to possession and use of the	4321
goods from that person; that the lessee is entitled under sections	4322
1310.01 to 1310.78 of the Revised Code to the promises and	4323
warranties, including those of any third party, provided to the	4324
lessor by the person supplying the goods in connection with or as	4325
part of the contract by which the lessor acquired the goods or the	4326
right to possession and use of the goods; and that the lessee may	4327
communicate with the person supplying the goods to the lessor and	4328
receive an accurate and complete statement of those promises and	4329
warranties, including any disclaimers and limitations of them or	4330
of remedies.	4331

(8) "Goods" means all things that are movable at the time of	4332
identification to the lease contract or that are fixtures, as	4333
defined in section 1310.37 of the Revised Code. "Goods" does not	4334
include money, documents, instruments, accounts, chattel paper,	4335
general intangibles, or minerals or the like, including oil and	4336
gas, before extraction. "Goods" includes the unborn young of	4337
animals.	4338

(9) "Installment lease contract" means a lease contract that	4339
authorizes or requires the delivery of goods in separate lots to	4340
be separately accepted, even though the lease contract contains a	4341
clause "each delivery is a separate lease" or its equivalent.	4342

(10) "Lease" means a transfer of the right to possession and	4343
use of goods for a term in return for consideration. A sale,	4344
including a sale on approval or a sale or return, or retention or	4345
creation of a security interest, is not a lease. Unless the	4346
context clearly indicates otherwise, "lease" includes a sublease.	4347

(11) "Lease agreement" means the bargain, with respect to the	4348
lease, of the lessor and the lessee in fact as found in their	4349
language or by implication from other circumstances, including	4350
course of dealing, usage of trade, or course of performance as	4351
provided in sections 1310.01 to 1310.78 of the Revised Code.	4352
Unless the context clearly indicates otherwise, "lease agreement"	4353
includes a sublease agreement.	4354

(12) "Lease contract" means the total legal obligation that	4355
results from the lease agreement as affected by sections 1310.01	4356
to 1310.78 of the Revised Code and any other applicable rules of	4357
law. Unless the context clearly indicates otherwise, "lease	4358
contract" includes a sublease contract.	4359

(13) "Leasehold interest" means the interest of the lessor or	4360
the lessee under a lease contract.	4361

(14) "Lessee" means a person who acquires the right to	4362
possession and use of goods under a lease. Unless the context	4363
clearly indicates otherwise, "lessee" includes a sublessee.	4364

(15) "Lessee in ordinary course of business" means a person	4365
who in good faith and without knowledge that the lease to the	4366
person is in violation of the ownership rights or security	4367
interest or leasehold interest of a third party in the goods	4368
leases in ordinary course from a person in the business of selling	4369
or leasing goods of that kind. "Lessee in ordinary course of	4370
business" does not include a pawnbroker. "Leasing" may be for	4371
cash, by exchange of other property, or on secured or unsecured	4372
credit and includes receivingacquiring goods or documents of	4373
title under a preexisting lease contract. "Leasing" does not	4374
include a transfer in bulk or as security for or in total or	4375
partial satisfaction of a money debt.	4376

(16) "Lessor" means a person who transfers the right to	4377
possession and use of goods under a lease. Unless the context	4378
clearly indicates otherwise, "lessor" includes a sublessor.	4379

(17) "Lessor's residual interest" means the lessor's interest	4380
in the goods after expiration, termination, or cancellation of the	4381
lease contract.	4382

(18) "Lien" means a charge against or interest in goods to	4383
secure payment of a debt or performance of an obligation but does	4384
not include a security interest.	4385

(19) "Lot" means a parcel or a single article that is the	4386
subject matter of a separate lease or delivery, whether or not it	4387
is sufficient to perform the lease contract.	4388

(20) "Merchant lessee" means a lessee that is a merchant with	4389
respect to goods of the kind subject to the lease.	4390

(21) "Present value" means the amount as of a date certain of	4391
one or more sums payable in the future, discounted to the date	4392
certain. The discount is determined by the interest rate specified	4393
by the parties if the rate was not manifestly unreasonable at the	4394
time the parties entered into the transaction. The discount	4395
otherwise is determined by a commercially reasonable rate that	4396
takes into account the facts and circumstances of each case at the	4397
time the parties entered into the transaction.	4398

(22) "Purchase" includes taking by sale, lease, mortgage,	4399
security interest, pledge, gift, or any other voluntary	4400
transaction creating an interest in goods.	4401

(23) "Sublease" means a lease of goods the right to	4402
possession and use of which was acquired by the lessor as a lessee	4403
under an existing lease.	4404

(24) "Supplier" means a person from whom a lessor buys or	4405
leases goods to be leased under a finance lease.	4406

(25) "Supply contract" means a contract under which a lessor	4407
buys or leases goods to be leased.	4408

(26) "Termination" occurs when either party pursuant to a	4409
power created by agreement or law puts an end to the lease	4410
contract otherwise than for default.	4411

(B) The following definitions also apply to sections 1310.01	4412
to 1310.78 of the Revised Code:	4413

(1) "Accessions," as defined in section 1310.38 of the	4414
Revised Code;	4415

(2) "Construction mortgage," "encumbrance," "fixtures,"	4416
"fixture filing," and "purchase money lease" as defined in section	4417
1310.37 of the Revised Code.	4418

(C) As used in sections 1310.01 to 1310.78 of the Revised	4419
Code:	4420

(1) "Account," "chattel paper," "document," "general	4421
intangible," "instrument," "mortgage," and "pursuant to	4422
commitment" have the same meanings as in section 1309.102 of the	4423
Revised Code.	4424

(2) "Between merchants," "buyer," "good faith," "merchant,"	4425
"receipt," "sale," and "seller" have the same meanings as in	4426
section 1302.01 of the Revised Code.	4427

(3) "Consumer goods" has the same meaning as in section	4428
1309.07 of the Revised Code.	4429

(4) "Entrusting" has the same meaning as in section 1302.44	4430
of the Revised Code.	4431

(5) "Good faith" has the same meaning as in section 1301.201	4432
of the Revised Code.	4433

(6) "Sale on approval" and "sale or return" have the same	4434
meanings as in section 1302.39 of the Revised Code.	4435

(D) The termsIn addition, Chapter 1301. of the Revised Code	4436
contains general definitions and principles of construction and	4437
interpretation set forth in sections 1301.01 to 1301.14 of the	4438
Revised Code are applicable to sections 1310.01 to 1310.78 of the	4439
Revised Codethroughout this chapter.	4440

Sec. 1310.47.  (A) Whether the lessor or the lessee is in	4441
default under a lease contract is determined by the lease	4442
agreement and sections 1310.01 to 1310.78 of the Revised Code.	4443

(B) If the lessor or the lessee is in default under the lease	4444
contract, the party seeking enforcement has rights and remedies as	4445
provided in sections 1310.01 to 1310.78 of the Revised Code and,	4446
except as limited by those sections, as provided in the lease	4447
agreement.	4448

(C) If the lessor or the lessee is in default under the lease	4449
contract, the party seeking enforcement may reduce the party's	4450
claim to judgment or otherwise enforce the lease contract by	4451
self-help or any available judicial procedure or nonjudicial	4452
procedure, including an administrative proceeding, arbitration, or	4453
the like, in accordance with sections 1310.01 to 1310.78 of the	4454
Revised Code.	4455

(D) Except as otherwise provided in division (A) of section	4456
1301.061301.305 or sections 1310.01 to 1310.78 of the Revised	4457
Code or the lease agreement, the rights and remedies referred to	4458
in divisions (B) and (C) of this section are cumulative.	4459

(E) If the lease agreement covers both real property and	4460
goods, the party seeking enforcement may proceed under sections	4461
1310.47 to 1310.78 of the Revised Code as to the goods or under	4462
other applicable law as to both the real property and the goods in	4463
accordance with that party's rights and remedies in respect of the	4464
real property, in which case sections 1310.47 to 1310.78 of the	4465
Revised Code does not apply.	4466

Sec. 1310.60.  (A) In rejecting goods, a lessee's failure to	4467
state a particular defect that is ascertainable by reasonable	4468
inspection precludes the lessee from relying on the defect to	4469
justify rejection or to establish default if either of the	4470
following applies:	4471

(1) The lessor or supplier could have cured the defect as	4472
provided in section 1310.59 of the Revised Code if the defect had	4473
been stated seasonably;	4474

(2) Between merchants, the lessor or supplier, after the	4475
rejection of the goods, made a request in writing for a full and	4476
final written statement of all defects on which the lessee	4477
proposes to rely.	4478

(B) A lessee's failure to reserve rights when paying rent or	4479
other consideration against documents precludes recovery of the	4480
payment for defects apparent on the face ofin the documents.	4481

Sec. 1310.64.  (A) After a default of the type described in	4482
division (A) of section 1310.54 of the Revised Code by a lessor	4483
under a lease contract, the lessee may cover by making any	4484
purchase or lease of or contract to purchase or lease goods in	4485
substitution for those due from the lessor.	4486

(B) Except as otherwise provided in section 1310.50 of the	4487
Revised Code with respect to damages liquidated in the lease	4488
agreement or otherwise determined pursuant to agreement of the	4489
parties as provided in division (C) of section 1301.021301.302	4490
and in section 1310.49 of the Revised Code, if a lessee's cover is	4491
by a lease agreement substantially similar to the original lease	4492
agreement and the new lease agreement is made in good faith and in	4493
a commercially reasonable manner, the lessee may recover from the	4494
lessor as damages both of the following:	4495

(1) The present value, as of the date of the commencement of	4496
the term of the new lease agreement, of the rent under the new	4497
lease agreement applicable to that period of the new lease term	4498
that is comparable to the then remaining term of the original	4499
lease agreement minus the present value, as of the same date, of	4500
the total rent for the then remaining lease term of the original	4501
lease agreement;	4502

(2) Any incidental or consequential damages, less expenses	4503
saved in consequence of the lessor's default.	4504

(C) If a lessee's cover is by a lease agreement that for any	4505
reason does not qualify for treatment under division (B) of this	4506
section or is by purchase or otherwise, the lessee may recover	4507
from the lessor as if the lessee had elected not to cover and	4508
section 1310.65 of the Revised Code governs.	4509

Sec. 1310.65.  (A) Except as otherwise provided in section	4510
1310.50 of the Revised Code with respect to damages liquidated in	4511
the lease agreement or as otherwise determined pursuant to the	4512
agreement of the parties as provided in division (C) of section	4513
1301.021301.302 and section 1310.49 of the Revised Code, if a	4514
lessee elects not to cover or a lessee elects to cover and the	4515
cover is by lease agreement that for any reason does not qualify	4516
for treatment under division (B) of section 1310.64 of the Revised	4517
Code or is by purchase or otherwise, the measure of damages for	4518
nondelivery or repudiation by the lessor or for rejection or	4519
revocation of acceptance by the lessee is the present value, as of	4520
the date of the default, of the then market rent minus the present	4521
value, as of the same date, of the original rent, computed for the	4522
remaining lease term of the original lease agreement, together	4523
with incidental and consequential damages, less expenses saved in	4524
consequence of the lessor's default.	4525

(B) Market rent is to be determined as of the place for	4526
tender or, in cases of rejection after arrival or revocation of	4527
acceptance, as of the place of arrival.	4528

(C) Except as otherwise agreed, if the lessee has accepted	4529
goods and given notification as provided in division (C) of	4530
section 1310.62 of the Revised Code, the measure of damages for	4531
nonconforming tender or delivery or other default by a lessor is	4532
the loss resulting in the ordinary course of events from the	4533
lessor's default as determined in any manner that is reasonable,	4534
together with incidental and consequential damages, less expenses	4535
saved in consequence of the lessor's default.	4536

(D) Except as otherwise agreed, the measure of damages for	4537
breach of warranty is the present value, at the time and place of	4538
acceptance, of the difference between the value of the use of the	4539
goods accepted and that value if they had been as warranted for	4540
the lease term, unless special circumstances show proximate	4541
damages of a different amount, together with incidental and	4542
consequential damages, less expenses saved in consequence of the	4543
lessor's default or breach of warranty.	4544

Sec. 1310.72.  (A) A lessor may stop delivery of goods in the	4545
possession of a carrier or other bailee if the lessor discovers	4546
the lessee to be insolvent and may stop delivery of carload,	4547
truckload, planeload, or larger shipments of express or freight if	4548
the lessee repudiates or fails to make a payment due before	4549
delivery, whether for rent, security, or otherwise under the lease	4550
contract, or for any other reason the lessor has a right to	4551
withhold or take possession of the goods.	4552

(B) In pursuing its remedies under division (A) of this	4553
section, the lessor may stop delivery until one of the following	4554
occurs:	4555

(1) Receipt of the goods by the lessee;

4556

(2) Acknowledgment to the lessee by any bailee of the goods,	4557
except a carrier, that the bailee holds the goods for the lessee;	4558

(3) Such an acknowledgment to the lessee by a carrier via	4559
reshipment or as warehousemanwarehouse.	4560

(C)(1) To stop delivery, a lessor shall so notify as to	4561
enable the bailee by reasonable diligence to prevent delivery of	4562
the goods.	4563

(2) After notification, the bailee shall hold and deliver the	4564
goods according to the directions of the lessor, but the lessor is	4565
liable to the bailee for any ensuing charges or damages.	4566

(3) A carrier who has issued a nonnegotiable bill of lading	4567
is not obliged to obey a notification to stop that is received	4568
from a person other than the consignor.	4569

Sec. 1310.73.  (A) After a default of the type described in	4570
division (A) or (C)(1) of section 1310.69 of the Revised Code by a	4571
lessee under the lease contract, after the lessor refuses to	4572
deliver or takes possession of goods as provided in section	4573
1310.71 or 1310.72 of the Revised Code, or, if agreed, after other	4574
default by a lessee, the lessor may dispose of the goods concerned	4575
or the undelivered balance of the goods concerned by lease, sale,	4576
or otherwise.	4577

(B) Except as otherwise provided with respect to damages	4578
liquidated in the lease agreement pursuant to section 1310.50 of	4579
the Revised Code or otherwise determined pursuant to agreement of	4580
the parties as provided in division (C) of section 1301.02	4581
1301.302 and section 1310.49 of the Revised Code, if the	4582
disposition is by lease agreement substantially similar to the	4583
original lease agreement and the new lease agreement is made in	4584
good faith and in a commercially reasonable manner, the lessor may	4585
recover from the lessee as damages all of the following:	4586

(1) Accrued and unpaid rent as of the date of the	4587
commencement of the term of the new lease agreement;	4588

(2) The present value, as of the same date, of the total rent	4589
for the then remaining lease term of the original lease agreement	4590
minus the present value, as of the same date, of the rent under	4591
the new lease agreement applicable to that period of the new lease	4592
term that is comparable to the then remaining term of the original	4593
lease agreement;	4594

(3) Any incidental damages allowed under section 1310.76 of	4595
the Revised Code, less expenses saved in consequence of the	4596
lessee's default.	4597

(C) If the lessor's disposition of the goods is by a lease	4598
agreement that for any reason does not qualify for treatment under	4599
division (B) of this section, or is by sale or otherwise, the	4600
lessor may recover from the lessee as if the lessor had elected	4601
not to dispose of the goods, and section 1310.74 of the Revised	4602
Code governs.	4603

(D) A subsequent buyer or lessee who buys or leases from the	4604
lessor in good faith for value as a result of a disposition of	4605
goods under this section takes the goods free of the original	4606
lease contract and any rights of the original lessee even though	4607
the lessor fails to comply with one or more of the requirements of	4608
sections 1310.01 to 1310.78 of the Revised Code.	4609

(E) The lessor is not accountable to the lessee for any	4610
profit made on any disposition. A lessee who has rightfully	4611
rejected or justifiably revoked acceptance and has proceeded in	4612
accordance with division (E) of section 1310.54 of the Revised	4613
Code shall account to the lessor for any excess over the amount of	4614
the lessee's security interest.	4615

Sec. 1310.74.  (A) Except as otherwise provided with respect	4616
to damages liquidated in the lease agreement pursuant to section	4617
1310.50 of the Revised Code or otherwise determined pursuant to	4618
the agreement of the parties as provided in division (C) of	4619
section 1301.021301.302 and section 1310.49 of the Revised Code,	4620
if a lessor elects to retain the goods or a lessor elects to	4621
dispose of the goods and the disposition is by lease agreement	4622
that for any reason does not qualify for treatment under division	4623
(B) of section 1310.73 of the Revised Code or is by sale or	4624
otherwise, the lessor may recover from the lessee as damages for a	4625
default of the type described in division (A) or (C)(1) of section	4626
1310.69 of the Revised Code or, if agreed, for other default of	4627
the lessee all of the following:	4628

(1) Accrued and unpaid rent as of the date of default, if the	4629
lessee has never taken possession of the goods or, if the lessee	4630
has taken possession of the goods, as of the date the lessor	4631
repossesses the goods or an earlier date on which the lessee makes	4632
a tender of the goods to the lessor;	4633

(2) The present value as of the date determined under	4634
division (A)(1) of this section of the total rent for the then	4635
remaining lease term of the original lease agreement minus the	4636
present value as of the same date of the market rent at the place	4637
where the goods are located computed for the same lease term;	4638

(3) Any incidental damages allowed under section 1310.76 of	4639
the Revised Code, less expenses saved in consequence of the	4640
lessee's default.	4641

(B) If the measure of damages provided in division (A) of	4642
this section is inadequate to put a lessor in as good a position	4643
as performance would have, the measure of damages is the present	4644
value of the profit, including reasonable overhead, the lessor	4645
would have made from full performance by the lessee, together with	4646
any incidental damages allowed under section 1310.76 of the	4647
Revised Code, due allowance for costs reasonably incurred, and due	4648
credit for payments or proceeds of disposition.	4649

Sec. 1311.57.  (A) An agricultural producer or handler who	4650
perfects hisa lien within sixty days after the date of delivery,	4651
or first delivery if there was a series of deliveries under the	4652
contract, of the agricultural product has priority over all liens,	4653
claims, or encumbrances except wage and salary claims of workers	4654
who have no ownership interest in the business of the agricultural	4655
product handler, warehouseman'swarehouse's liens as provided in	4656
section 1307.141307.209 of the Revised Code, and amounts owed by	4657
the lienholder to the handler that are subject to setoff, and	4658
except that secured creditors who have security interests under	4659
Chapter 1309. of the Revised Code have priority over liens	4660
perfected by agricultural handlers pursuant to section 1311.56 of	4661
the Revised Code. If several liens are obtained by several persons	4662
on the same agricultural product, the person who perfects hissuch	4663
a lien first has priority over all other agricultural product	4664
lienholders.	4665

A producer or handler who does not perfect hissuch a lien	4666
within the time period defined in this division has the status of	4667
an unsecured general creditor.	4668

(B) The agricultural product lien remains in effect for two	4669
years after an affidavit is recorded in the office of the county	4670
recorder under section 1311.56 of the Revised Code, and within	4671
that time, until one of the following occurs:	4672

(1) The lienholder or histhe lienholder's secured creditor	4673
receives full payment from the agricultural product handler;	4674

(2) At the option of the lienholder or histhe lienholder's	4675
secured creditor, less than full payment is received pursuant to a	4676
written agreement with the handler;	4677

(3) A final judgment is entered by a court having	4678
jurisdiction in an action adjudicating the status of the	4679
agricultural product lien.	4680

(C) Notwithstanding division (B) of this section, an	4681
agricultural product lien shall remain in effect throughout any	4682
insolvency proceedings involving the agricultural product handler	4683
named in the affidavit.	4684

(D) After the amount of histhe lienholder's lien has been	4685
satisfied, a lienholder shall cause the lien to be released within	4686
thirty days.	4687

Sec. 1301.21.        Sec. 1319.02.  (A) As used in this section:

4688

(1) "Contract of indebtedness" means a note, bond, mortgage,	4689
conditional sale contract, retail installment contract, lease,	4690
security agreement, or other written evidence of indebtedness,	4691
other than indebtedness incurred for purposes that are primarily	4692
personal, family, or household.	4693

(2) "Commitment to pay attorneys' fees" means an obligation	4694
to pay attorneys' fees that arises in connection with the	4695
enforcement of a contract of indebtedness.	4696

(3) "Maturity of the debt" includes maturity upon default or	4697
otherwise.	4698

(B) If a contract of indebtedness includes a commitment to	4699
pay attorneys' fees, and if the contract is enforced through	4700
judicial proceedings or otherwise after maturity of the debt, a	4701
person that has the right to recover attorneys' fees under the	4702
commitment, at the option of that person, may recover attorneys'	4703
fees in accordance with the commitment, to the extent that the	4704
commitment is enforceable under divisions (C) and (D) of this	4705
section.	4706

(C) A commitment to pay attorneys' fees is enforceable under	4707
this section only if the total amount owed on the contract of	4708
indebtedness at the time the contract was entered into exceeds one	4709
hundred thousand dollars.	4710

(D) A commitment to pay attorneys' fees is enforceable only	4711
to the extent that it obligates payment of a reasonable amount. In	4712
determining the amount of attorneys' fees that is reasonable, all	4713
relevant factors shall be considered, including but not limited	4714
to, the nature of the services rendered, the time expended in	4715
rendering the services, the amount of money and the value of the	4716
property affected, and the professional skill and expertise of the	4717
attorney or attorneys rendering the services. Unless a court has	4718
been requested to make a determination of the amount of attorneys'	4719
fees that is reasonable and finds to the contrary by a	4720
preponderance of the evidence, the following are deemed reasonable	4721
amounts:	4722

(1) If the commitment to pay attorneys' fees is based upon a	4723
specific percentage of the total principal, interest, and other	4724
charges owed on the contract of indebtedness, the percentage of	4725
the total so owed as specified in the contract of indebtedness;	4726

(2) If the commitment to pay attorneys' fees is not based	4727
upon a specific percentage of the total principal, interest, and	4728
other charges owed on the contract of indebtedness, an amount	4729
equal to the attorneys' fees customarily charged by the attorney	4730
or attorneys rendering the services.	4731

Sec. 1333.23.  Any garment, clothing, wearing apparel, or	4732
household goods that are placed in storage and that remain in the	4733
possession of a person without the reasonable or agreed charges	4734
for the storage having been paid for twelve months, and any	4735
garment, clothing, wearing apparel, or household goods on which	4736
any of the services or labor described in section 1333.22 of the	4737
Revised Code have been performed, that subsequently have been	4738
placed in storage by agreement and that remain in the possession	4739
of a person without the reasonable or agreed charges for the	4740
services, labor, and storage having been paid for twelve months	4741
may be sold by that person to pay those charges and the costs of	4742
notifying the owner of the garment, clothing, wearing apparel, or	4743
household goods as described in this section and in section	4744
1333.24 of the Revised Code or may be given away or otherwise	4745
disposed of by that person if hethe person cannot sell the	4746
garment, clothing, wearing apparel, or household goods. The person	4747
to whom the charges are owed shall notify the owner of the	4748
garment, clothing, wearing apparel, or household goods of the time	4749
and place of the proposed sale or other disposition of it in	4750
accordance with section 1333.24 of the Revised Code. This section	4751
does not apply to personsa person operating as warehouses or	4752
warehousemena warehouse as defined in section 1307.102 of the	4753
Revised Code.	4754

Sec. 1301.16.        Sec. 1333.72.  No person shall sell, offer for sale,	4755
or install for use any new grain-drying equipment unless the	4756
equipment is labeled or accompanied by an operator's manual to	4757
indicate its energy usage to the prospective purchaser of the	4758
equipment. Whoever violates this section is guilty of a minor	4759
misdemeanor.	4760

Sec. 1301.18.        Sec. 1333.73.  No person shall sell, offer for sale,	4761
or install for use any new central air conditioner, refrigerator,	4762
refrigerator-freezer, freezer, kitchen range or oven, dishwasher,	4763
clothes washer, clothes dryer, furnace, water heater, room air	4764
conditioner, television set, humidifier, home heating equipment	4765
other than furnaces, or other consumer product subject to an	4766
energy efficiency standard promulgated under section 325 of the	4767
"Energy Policy and Conservation Act," 89 Stat. 923, 42 U.S.C.A.	4768
6295, as amended, that is not in compliance with applicable	4769
standards promulgated under that section. This section does not	4770
apply to the sale, offering for sale, or installation of any such	4771
category of consumer product for which no applicable energy	4772
efficiency standard has been promulgated pursuant to such federal	4773
act. Whoever violates this section is guilty of a minor	4774
misdemeanor on a first offense, and on subsequent offenses is	4775
guilty of a misdemeanor of the first degree.	4776

Sec. 1743.08.  A company or association organized as an	4777
elevator company may purchase and hold real and personal estate;	4778
may erect, purchase, and own the necessary buildings, offices, and	4779
machinery for carrying on the business of receiving, storing,	4780
delivering, and forwarding grain of all kinds; and may add to and	4781
connect with this the business of a general storage warehousemen	4782
andwarehouse or forwarders of all kinds of produce and	4783
merchandise. It shall not deal as buyer or seller on its own	4784
account or for others. In the prosecution of its business it shall	4785
be governed by the same laws, not inconsistent with this section,	4786
as govern individuals in such employment.	4787

When such company erects or owns an elevator building, and	4788
uses it for the purpose of receiving or delivering grain from or	4789
to any railroad company, as freight carried or to be carried over	4790
any part of its railroads, such railroad company may subscribe to	4791
or purchase shares in the elevator company's capital stock, to an	4792
amount not exceeding one third of the entire capital stock of the	4793
elevator company, in the name of an officer of the railroad	4794
company, and hold it as trustee. The railroad company is liable	4795
upon such stock, in its corporate capacity, to the same extent and	4796
in the manner a natural person buying it would be.	4797

Sec. 2307.39.  (A) Except as provided in division (C) of this	4798
section, any person may bring a civil action in a court of this	4799
state against an individual, corporation, or other person who is a	4800
resident of, incorporated under the laws of, or otherwise engaged	4801
in the conduct of business in a foreign nation or a province,	4802
territory, or other political subdivision of a foreign nation,	4803
against a foreign nation, or against a province, territory, or	4804
other political subdivision of a foreign nation upon a cause of	4805
action that arises out of or relates to a contingent or other	4806
contract, agreement, or undertaking, whether or not it bears a	4807
reasonable relation to this state, if the contract, agreement, or	4808
undertaking contains both of the following provisions:	4809

(1) An agreement by the parties to be governed in their	4810
rights and duties under the contract, agreement, or undertaking,	4811
in whole or in part, by the law of this state;	4812

(2) An agreement by the parties to submit to the jurisdiction	4813
of the courts of this state.	4814

(B) The court shall not stay or dismiss a civil action	4815
brought in accordance with division (A) of this section on the	4816
ground of inconvenient forum. In the civil action, the court shall	4817
apply the law of this state as agreed upon by the parties.	4818

(C) This section applies to a transaction covered by section	4819
1301.051301.301 of the Revised Code unless the transaction is	4820
subject to a limitation on choice of law specified in division (B)	4821
of that section. This section does not apply to a contract,	4822
agreement, or undertaking for labor or personal services or for a	4823
consumer transaction, as defined by section 1345.01 of the Revised	4824
Code.	4825

(D) This section does not limit or deny, and shall not be	4826
construed as limiting or denying the enforcement of a provision	4827
respecting choice of law or choice of forum in a contract,	4828
agreement, or undertaking to which this section does not apply.	4829

Sec. 2923.17.  (A) No person shall knowingly acquire, have,	4830
carry, or use any dangerous ordnance.	4831

(B) No person shall manufacture or process an explosive at	4832
any location in this state unless the person first has been issued	4833
a license, certificate of registration, or permit to do so from a	4834
fire official of a political subdivision of this state or from the	4835
office of the fire marshal.	4836

(C) Division (A) of this section does not apply to:

4837

(1) Officers, agents, or employees of this or any other state	4838
or the United States, members of the armed forces of the United	4839
States or the organized militia of this or any other state, and	4840
law enforcement officers, to the extent that any such person is	4841
authorized to acquire, have, carry, or use dangerous ordnance and	4842
is acting within the scope of the person's duties;	4843

(2) Importers, manufacturers, dealers, and users of	4844
explosives, having a license or user permit issued and in effect	4845
pursuant to the "Organized Crime Control Act of 1970," 84 Stat.	4846
952, 18 U.S.C. 843, and any amendments or additions thereto or	4847
reenactments thereof, with respect to explosives and explosive	4848
devices lawfully acquired, possessed, carried, or used under the	4849
laws of this state and applicable federal law;	4850

(3) Importers, manufacturers, and dealers having a license to	4851
deal in destructive devices or their ammunition, issued and in	4852
effect pursuant to the "Gun Control Act of 1968," 82 Stat. 1213,	4853
18 U.S.C. 923, and any amendments or additions thereto or	4854
reenactments thereof, with respect to dangerous ordnance lawfully	4855
acquired, possessed, carried, or used under the laws of this state	4856
and applicable federal law;	4857

(4) Persons to whom surplus ordnance has been sold, loaned,	4858
or given by the secretary of the army pursuant to 70A Stat. 262	4859
and 263, 10 U.S.C. 4684, 4685, and 4686, and any amendments or	4860
additions thereto or reenactments thereof, with respect to	4861
dangerous ordnance when lawfully possessed and used for the	4862
purposes specified in such section;	4863

(5) Owners of dangerous ordnance registered in the national	4864
firearms registration and transfer record pursuant to the act of	4865
October 22, 1968, 82 Stat. 1229, 26 U.S.C. 5841, and any	4866
amendments or additions thereto or reenactments thereof, and	4867
regulations issued thereunder.	4868

(6) Carriers, warehousemenwarehouses, and others engaged in	4869
the business of transporting or storing goods for hire, with	4870
respect to dangerous ordnance lawfully transported or stored in	4871
the usual course of their business and in compliance with the laws	4872
of this state and applicable federal law;	4873

(7) The holders of a license or temporary permit issued and	4874
in effect pursuant to section 2923.18 of the Revised Code, with	4875
respect to dangerous ordnance lawfully acquired, possessed,	4876
carried, or used for the purposes and in the manner specified in	4877
such license or permit.	4878

(D) Whoever violates division (A) of this section is guilty	4879
of unlawful possession of dangerous ordnance, a felony of the	4880
fifth degree.	4881

(E) Whoever violates division (B) of this section is guilty	4882
of illegally manufacturing or processing explosives, a felony of	4883
the second degree.	4884

Sec. 2981.01. (A) Forfeitures under this chapter shall be	4885
governed by all of the following purposes:	4886

(1) To provide economic disincentives and remedies to deter	4887
and offset the economic effect of offenses by seizing and	4888
forfeiting contraband, proceeds, and certain instrumentalities;	4889

(2) To ensure that seizures and forfeitures of	4890
instrumentalities are proportionate to the offense committed;	4891

(3) To protect third parties from wrongful forfeiture of	4892
their property;	4893

(4) To prioritize restitution for victims of offenses.

4894

(B) As used in this chapter:

4895

(1) "Aircraft" has the same meaning as in section 4561.01 of	4896
the Revised Code.	4897

(2) "Computers," "computer networks," "computer systems,"	4898
"computer software," and "telecommunications device" have the same	4899
meanings as in section 2913.01 of the Revised Code.	4900

(3) "Financial institution" means a bank, credit union,	4901
savings and loan association, or a licensee or registrant under	4902
Chapter 1321. of the Revised Code.	4903

(4) "Firearm" and "dangerous ordnance" have the same meanings	4904
as in section 2923.11 of the Revised Code.	4905

(5) "Innocent person" includes any bona fide purchaser of	4906
property that is subject to forfeiture, including any person who	4907
establishes a valid claim to or interest in the property in	4908
accordance with section 2923.04 of the Revised Code, and any	4909
victim of an alleged offense.	4910

(6) "Instrumentality" means property otherwise lawful to	4911
possess that is used in or intended to be used in an offense. An	4912
"instrumentality" may include, but is not limited to, a firearm, a	4913
mobile instrumentality, a computer, a computer network, a computer	4914
system, computer software, a telecommunications device, money, and	4915
any other means of exchange.	4916

(7) "Law enforcement agency" includes, but is not limited to,	4917
the state board of pharmacy, the enforcement division of the	4918
department of taxation, and the office of the prosecutor.	4919

(8) "Mobile instrumentality" means an instrumentality that is	4920
inherently mobile and used in the routine transport of persons.	4921
"Mobile instrumentality" includes, but is not limited to, any	4922
vehicle, any watercraft, and any aircraft.	4923

(9) "Money" has the same meaning as in section 1301.01	4924
1301.201 of the Revised Code.	4925

(10) "Offense" means any act or omission that could be	4926
charged as a criminal offense or a delinquent act, whether or not	4927
a formal criminal prosecution or delinquent child proceeding began	4928
at the time the forfeiture is initiated. Except as otherwise	4929
specified, an offense for which property may be forfeited includes	4930
any felony and any misdemeanor. The commission of an "offense"	4931
includes the commission of a delinquent act.	4932

(11) "Proceeds" means both of the following:

4933

(a) In cases involving unlawful goods, services, or	4934
activities, "proceeds" means any property derived directly or	4935
indirectly from an offense. "Proceeds" may include, but is not	4936
limited to, money or any other means of exchange. "Proceeds" is	4937
not limited to the net gain or profit realized from the offense.	4938

(b) In cases involving lawful goods or services that are sold	4939
or provided in an unlawful manner, "proceeds" means the amount of	4940
money or other means of exchange acquired through the illegal	4941
transactions resulting in the forfeiture, less the direct costs	4942
lawfully incurred in providing the goods or services. The lawful	4943
costs deduction does not include any part of the overhead expenses	4944
of, or income taxes paid by, the entity providing the goods or	4945
services. The alleged offender or delinquent child has the burden	4946
to prove that any costs are lawfully incurred.	4947

(12) "Property" means "property" as defined in section	4948
2901.01 of the Revised Code and any benefit, privilege, claim,	4949
position, interest in an enterprise, or right derived, directly or	4950
indirectly, from the offense.	4951

(13) "Property subject to forfeiture" includes contraband and	4952
proceeds and may include instrumentalities as provided in this	4953
chapter.	4954

(14) "Prosecutor" has the same meaning as in section 2935.01	4955
of the Revised Code. When relevant, "prosecutor" also includes the	4956
attorney general.	4957

(15) "Vehicle" has the same meaning as in section 4501.01 of	4958
the Revised Code.	4959

(16) "Watercraft" has the same meaning as in section 1547.01	4960
of the Revised Code.	4961

(C) The penalties and procedures under Chapters 2923., 2925.,	4962
and 2933. of the Revised Code remain in effect to the extent that	4963
they do not conflict with this chapter.	4964

Sec. 3719.14.  (A) A common carrier or warehouserwarehouse	4965
while engaged in lawfully transporting or storing any controlled	4966
substance or an employee of a common carrier or warehouser	4967
warehouse of that nature who is acting within the scope of the	4968
employee's employment may control and possess any controlled	4969
substance.	4970

(B) Any law enforcement official may purchase, collect, or	4971
possess any controlled substance or may offer to sell any	4972
controlled substance, or any counterfeit controlled substance as	4973
defined in section 2925.01 of the Revised Code, when the purchase,	4974
collection, possession, or offer to sell is necessary to do so in	4975
the performance of the official's official duties. This division	4976
does not permit a law enforcement official to sell any controlled	4977
substance in the performance of the official's official duties. A	4978
peace officer, as defined in section 3719.141 of the Revised Code,	4979
may sell a controlled substance in the performance of the	4980
officer's official duties only as provided in that section.	4981

(C) Any employee or agent of a person who is entitled to	4982
possession of a controlled substance or whose possession of a	4983
controlled substance is for the purpose of aiding any law	4984
enforcement official in the official's official duties temporarily	4985
may possess any controlled substance.	4986

Sec. 3767.29.  No person shall abandon, discard, or knowingly	4987
permit to remain on premises under histhe person's control, in a	4988
place accessible to children, any abandoned or discarded icebox,	4989
refrigerator, or other airtight or semi-airtight container which	4990
has a capacity of one and one-half cubic feet or more and an	4991
opening of fifty square inches or more and which has a door or lid	4992
equipped with hinge, latch, or other fastening device capable of	4993
securing such door or lid, without rendering said equipment	4994
harmless to human life by removing such hinges, latches, or other	4995
hardware which may cause a person to be confined therein. This	4996
section shall not apply to an icebox, refrigerator, or other	4997
airtight or semi-airtight container located in that part of a	4998
building occupied by a dealer, warehousemanwarehouse, or	4999
repairmanrepairer.	5000

Sec. 4517.01.  As used in sections 4517.01 to 4517.65 of the	5001
Revised Code:	5002

(A) "Persons" includes individuals, firms, partnerships,	5003
associations, joint stock companies, corporations, and any	5004
combinations of individuals.	5005

(B) "Motor vehicle" means motor vehicle as defined in section	5006
4501.01 of the Revised Code and also includes "all-purpose	5007
vehicle" and "off-highway motorcycle" as those terms are defined	5008
in section 4519.01 of the Revised Code. "Motor vehicle" does not	5009
include a snowmobile as defined in section 4519.01 of the Revised	5010
Code or manufactured and mobile homes.	5011

(C) "New motor vehicle" means a motor vehicle, the legal	5012
title to which has never been transferred by a manufacturer,	5013
remanufacturer, distributor, or dealer to an ultimate purchaser.	5014

(D) "Ultimate purchaser" means, with respect to any new motor	5015
vehicle, the first person, other than a dealer purchasing in the	5016
capacity of a dealer, who in good faith purchases such new motor	5017
vehicle for purposes other than resale.	5018

(E) "Business" includes any activities engaged in by any	5019
person for the object of gain, benefit, or advantage either direct	5020
or indirect.	5021

(F) "Engaging in business" means commencing, conducting, or	5022
continuing in business, or liquidating a business when the	5023
liquidator thereof holds self out to be conducting such business;	5024
making a casual sale or otherwise making transfers in the ordinary	5025
course of business when the transfers are made in connection with	5026
the disposition of all or substantially all of the transferor's	5027
assets is not engaging in business.	5028

(G) "Retail sale" or "sale at retail" means the act or	5029
attempted act of selling, bartering, exchanging, or otherwise	5030
disposing of a motor vehicle to an ultimate purchaser for use as a	5031
consumer.	5032

(H) "Retail installment contract" includes any contract in	5033
the form of a note, chattel mortgage, conditional sales contract,	5034
lease, agreement, or other instrument payable in one or more	5035
installments over a period of time and arising out of the retail	5036
sale of a motor vehicle.	5037

(I) "Farm machinery" means all machines and tools used in the	5038
production, harvesting, and care of farm products.	5039

(J) "Dealer" or "motor vehicle dealer" means any new motor	5040
vehicle dealer, any motor vehicle leasing dealer, and any used	5041
motor vehicle dealer.	5042

(K) "New motor vehicle dealer" means any person engaged in	5043
the business of selling at retail, displaying, offering for sale,	5044
or dealing in new motor vehicles pursuant to a contract or	5045
agreement entered into with the manufacturer, remanufacturer, or	5046
distributor of the motor vehicles.	5047

(L) "Used motor vehicle dealer" means any person engaged in	5048
the business of selling, displaying, offering for sale, or dealing	5049
in used motor vehicles, at retail or wholesale, but does not mean	5050
any new motor vehicle dealer selling, displaying, offering for	5051
sale, or dealing in used motor vehicles incidentally to engaging	5052
in the business of selling, displaying, offering for sale, or	5053
dealing in new motor vehicles, any person engaged in the business	5054
of dismantling, salvaging, or rebuilding motor vehicles by means	5055
of using used parts, or any public officer performing official	5056
duties.	5057

(M) "Motor vehicle leasing dealer" means any person engaged	5058
in the business of regularly making available, offering to make	5059
available, or arranging for another person to use a motor vehicle	5060
pursuant to a bailment, lease, sublease, or other contractual	5061
arrangement under which a charge is made for its use at a periodic	5062
rate for a term of thirty days or more, and title to the motor	5063
vehicle is in and remains in the motor vehicle leasing dealer who	5064
originally leases it, irrespective of whether or not the motor	5065
vehicle is the subject of a later sublease, and not in the user,	5066
but does not mean a manufacturer or its affiliate leasing to its	5067
employees or to dealers.	5068

(N) "Salesperson" means any person employed by a dealer or	5069
manufactured home broker to sell, display, and offer for sale, or	5070
deal in motor vehicles for a commission, compensation, or other	5071
valuable consideration, but does not mean any public officer	5072
performing official duties.	5073

(O) "Casual sale" means any transfer of a motor vehicle by a	5074
person other than a new motor vehicle dealer, used motor vehicle	5075
dealer, motor vehicle salvage dealer, as defined in division (A)	5076
of section 4738.01 of the Revised Code, salesperson, motor vehicle	5077
auction owner, manufacturer, or distributor acting in the capacity	5078
of a dealer, salesperson, auction owner, manufacturer, or	5079
distributor, to a person who purchases the motor vehicle for use	5080
as a consumer.	5081

(P) "Motor vehicle show" means a display of current models of	5082
motor vehicles whereby the primary purpose is the exhibition of	5083
competitive makes and models in order to provide the general	5084
public the opportunity to review and inspect various makes and	5085
models of motor vehicles at a single location.	5086

(Q) "Motor vehicle auction owner" means any person who is	5087
engaged wholly or in part in the business of auctioning motor	5088
vehicles.	5089

(R) "Manufacturer" means a person who manufactures,	5090
assembles, or imports motor vehicles, including motor homes, but	5091
does not mean a person who only assembles or installs a body,	5092
special equipment unit, finishing trim, or accessories on a motor	5093
vehicle chassis supplied by a manufacturer or distributor.	5094

(S) "Tent-type fold-out camping trailer" means any vehicle	5095
intended to be used, when stationary, as a temporary shelter with	5096
living and sleeping facilities, and that is subject to the	5097
following properties and limitations:	5098

(1) A minimum of twenty-five per cent of the fold-out portion	5099
of the top and sidewalls combined must be constructed of canvas,	5100
vinyl, or other fabric, and form an integral part of the shelter.	5101

(2) When folded, the unit must not exceed:

5102

(a) Fifteen feet in length, exclusive of bumper and tongue;

5103

(b) Sixty inches in height from the point of contact with the	5104
ground;	5105

(c) Eight feet in width;

5106

(d) One ton gross weight at time of sale.

5107

(T) "Distributor" means any person authorized by a motor	5108
vehicle manufacturer to distribute new motor vehicles to licensed	5109
new motor vehicle dealers, but does not mean a person who only	5110
assembles or installs a body, special equipment unit, finishing	5111
trim, or accessories on a motor vehicle chassis supplied by a	5112
manufacturer or distributor.	5113

(U) "Flea market" means a market place, other than a dealer's	5114
location licensed under this chapter, where a space or location is	5115
provided for a fee or compensation to a seller to exhibit and	5116
offer for sale or trade, motor vehicles to the general public.	5117

(V) "Franchise" means any written agreement, contract, or	5118
understanding between any motor vehicle manufacturer or	5119
remanufacturer engaged in commerce and any motor vehicle dealer	5120
that purports to fix the legal rights and liabilities of the	5121
parties to such agreement, contract, or understanding.	5122

(W) "Franchisee" means a person who receives new motor	5123
vehicles from the franchisor under a franchise agreement and who	5124
offers, sells, and provides service for such new motor vehicles to	5125
the general public.	5126

(X) "Franchisor" means a new motor vehicle manufacturer,	5127
remanufacturer, or distributor who supplies new motor vehicles	5128
under a franchise agreement to a franchisee.	5129

(Y) "Dealer organization" means a state or local trade	5130
association the membership of which is comprised predominantly of	5131
new motor vehicle dealers.	5132

(Z) "Factory representative" means a representative employed	5133
by a manufacturer, remanufacturer, or by a factory branch	5134
primarily for the purpose of promoting the sale of its motor	5135
vehicles, parts, or accessories to dealers or for supervising or	5136
contacting its dealers or prospective dealers.	5137

(AA) "Administrative or executive management" means those	5138
individuals who are not subject to federal wage and hour laws.	5139

(BB) "Good faith" means honesty in the conduct or transaction	5140
concerned and the observance of reasonable commercial standards of	5141
fair dealing in the trade as is defined in division (S) of section	5142
1301.011301.201 of the Revised Code, including, but not limited	5143
to, the duty to act in a fair and equitable manner so as to	5144
guarantee freedom from coercion, intimidation, or threats of	5145
coercion or intimidation; provided however, that recommendation,	5146
endorsement, exposition, persuasion, urging, or argument shall not	5147
be considered to constitute a lack of good faith.	5148

(CC) "Coerce" means to compel or attempt to compel by failing	5149
to act in good faith or by threat of economic harm, breach of	5150
contract, or other adverse consequences. Coerce does not mean to	5151
argue, urge, recommend, or persuade.	5152

(DD) "Relevant market area" means any area within a radius of	5153
ten miles from the site of a potential new dealership, except that	5154
for manufactured home or recreational vehicle dealerships the	5155
radius shall be twenty-five miles. The ten-mile radius shall be	5156
measured from the dealer's established place of business that is	5157
used exclusively for the purpose of selling, displaying, offering	5158
for sale, or dealing in motor vehicles.	5159

(EE) "Wholesale" or "at wholesale" means the act or attempted	5160
act of selling, bartering, exchanging, or otherwise disposing of a	5161
motor vehicle to a transferee for the purpose of resale and not	5162
for ultimate consumption by that transferee.	5163

(FF) "Motor vehicle wholesaler" means any person licensed as	5164
a dealer under the laws of another state and engaged in the	5165
business of selling, displaying, or offering for sale used motor	5166
vehicles, at wholesale, but does not mean any motor vehicle dealer	5167
as defined in this section.	5168

(GG)(1) "Remanufacturer" means a person who assembles or	5169
installs passenger seating, walls, a roof elevation, or a body	5170
extension on a conversion van with the motor vehicle chassis	5171
supplied by a manufacturer or distributor, a person who modifies a	5172
truck chassis supplied by a manufacturer or distributor for use as	5173
a public safety or public service vehicle, a person who modifies a	5174
motor vehicle chassis supplied by a manufacturer or distributor	5175
for use as a limousine or hearse, or a person who modifies an	5176
incomplete motor vehicle cab and chassis supplied by a new motor	5177
vehicle dealer or distributor for use as a tow truck, but does not	5178
mean either of the following:	5179

(a) A person who assembles or installs passenger seating, a	5180
roof elevation, or a body extension on a recreational vehicle as	5181
defined in division (Q) and referred to in division (B) of section	5182
4501.01 of the Revised Code;	5183

(b) A person who assembles or installs special equipment or	5184
accessories for handicapped persons, as defined in section 4503.44	5185
of the Revised Code, upon a motor vehicle chassis supplied by a	5186
manufacturer or distributor.	5187

(2) For the purposes of division (GG)(1) of this section,	5188
"public safety vehicle or public service vehicle" means a fire	5189
truck, ambulance, school bus, street sweeper, garbage packing	5190
truck, or cement mixer, or a mobile self-contained facility	5191
vehicle.	5192

(3) For the purposes of division (GG)(1) of this section,	5193
"limousine" means a motor vehicle, designed only for the purpose	5194
of carrying nine or fewer passengers, that a person modifies by	5195
cutting the original chassis, lengthening the wheelbase by forty	5196
inches or more, and reinforcing the chassis in such a way that all	5197
modifications comply with all applicable federal motor vehicle	5198
safety standards. No person shall qualify as or be deemed to be a	5199
remanufacturer who produces limousines unless the person has a	5200
written agreement with the manufacturer of the chassis the person	5201
utilizes to produce the limousines to complete properly the	5202
remanufacture of the chassis into limousines.	5203

(4) For the purposes of division (GG)(1) of this section,	5204
"hearse" means a motor vehicle, designed only for the purpose of	5205
transporting a single casket, that is equipped with a compartment	5206
designed specifically to carry a single casket that a person	5207
modifies by cutting the original chassis, lengthening the	5208
wheelbase by ten inches or more, and reinforcing the chassis in	5209
such a way that all modifications comply with all applicable	5210
federal motor vehicle safety standards. No person shall qualify as	5211
or be deemed to be a remanufacturer who produces hearses unless	5212
the person has a written agreement with the manufacturer of the	5213
chassis the person utilizes to produce the hearses to complete	5214
properly the remanufacture of the chassis into hearses.	5215

(5) For the purposes of division (GG)(1) of this section,	5216
"mobile self-contained facility vehicle" means a mobile classroom	5217
vehicle, mobile laboratory vehicle, bookmobile, bloodmobile,	5218
testing laboratory, and mobile display vehicle, each of which is	5219
designed for purposes other than for passenger transportation and	5220
other than the transportation or displacement of cargo, freight,	5221
materials, or merchandise. A vehicle is remanufactured into a	5222
mobile self-contained facility vehicle in part by the addition of	5223
insulation to the body shell, and installation of all of the	5224
following: a generator, electrical wiring, plumbing, holding	5225
tanks, doors, windows, cabinets, shelving, and heating,	5226
ventilating, and air conditioning systems.	5227

(6) For the purposes of division (GG)(1) of this section,	5228
"tow truck" means both of the following:	5229

(a) An incomplete cab and chassis that are purchased by a	5230
remanufacturer from a new motor vehicle dealer or distributor of	5231
the cab and chassis and on which the remanufacturer then installs	5232
in a permanent manner a wrecker body it purchases from a	5233
manufacturer or distributor of wrecker bodies, installs an	5234
emergency flashing light pylon and emergency lights upon the mast	5235
of the wrecker body or rooftop, and installs such other related	5236
accessories and equipment, including push bumpers, front grille	5237
guards with pads and other custom-ordered items such as painting,	5238
special lettering, and safety striping so as to create a complete	5239
motor vehicle capable of lifting and towing another motor vehicle.	5240

(b) An incomplete cab and chassis that are purchased by a	5241
remanufacturer from a new motor vehicle dealer or distributor of	5242
the cab and chassis and on which the remanufacturer then installs	5243
in a permanent manner a car carrier body it purchases from a	5244
manufacturer or distributor of car carrier bodies, installs an	5245
emergency flashing light pylon and emergency lights upon the	5246
rooftop, and installs such other related accessories and	5247
equipment, including push bumpers, front grille guards with pads	5248
and other custom-ordered items such as painting, special	5249
lettering, and safety striping.	5250

As used in division (GG)(6)(b) of this section, "car carrier	5251
body" means a mechanical or hydraulic apparatus capable of lifting	5252
and holding a motor vehicle on a flat level surface so that one or	5253
more motor vehicles can be transported, once the car carrier is	5254
permanently installed upon an incomplete cab and chassis.	5255

(HH) "Operating as a new motor vehicle dealership" means	5256
engaging in activities such as displaying, offering for sale, and	5257
selling new motor vehicles at retail, operating a service facility	5258
to perform repairs and maintenance on motor vehicles, offering for	5259
sale and selling motor vehicle parts at retail, and conducting all	5260
other acts that are usual and customary to the operation of a new	5261
motor vehicle dealership. For the purposes of this chapter only,	5262
possession of either a valid new motor vehicle dealer franchise	5263
agreement or a new motor vehicle dealers license, or both of these	5264
items, is not evidence that a person is operating as a new motor	5265
vehicle dealership.	5266

(II) "Outdoor power equipment" means garden and small utility	5267
tractors, walk-behind and riding mowers, chainsaws, and tillers.	5268

(JJ) "Remote service facility" means premises that are	5269
separate from a licensed new motor vehicle dealer's sales facility	5270
by not more than one mile and that are used by the dealer to	5271
perform repairs, warranty work, recall work, and maintenance on	5272
motor vehicles pursuant to a franchise agreement entered into with	5273
a manufacturer of motor vehicles. A remote service facility shall	5274
be deemed to be part of the franchise agreement and is subject to	5275
all the rights, duties, obligations, and requirements of Chapter	5276
4517. of the Revised Code that relate to the performance of motor	5277
vehicle repairs, warranty work, recall work, and maintenance work	5278
by new motor vehicle dealers.	5279

Sec. 4729.51.  (A) No person other than a registered	5280
wholesale distributor of dangerous drugs shall possess for sale,	5281
sell, distribute, or deliver, at wholesale, dangerous drugs,	5282
except as follows:	5283

(1) A pharmacist who is a licensed terminal distributor of	5284
dangerous drugs or who is employed by a licensed terminal	5285
distributor of dangerous drugs may make occasional sales of	5286
dangerous drugs at wholesale;	5287

(2) A licensed terminal distributor of dangerous drugs having	5288
more than one establishment or place may transfer or deliver	5289
dangerous drugs from one establishment or place for which a	5290
license has been issued to the terminal distributor to another	5291
establishment or place for which a license has been issued to the	5292
terminal distributor if the license issued for each establishment	5293
or place is in effect at the time of the transfer or delivery.	5294

(B)(1) No registered wholesale distributor of dangerous drugs	5295
shall possess for sale, or sell, at wholesale, dangerous drugs to	5296
any person other than the following:	5297

(a) A licensed health professional authorized to prescribe	5298
drugs;	5299

(b) An optometrist licensed under Chapter 4725. of the	5300
Revised Code who holds a topical ocular pharmaceutical agents	5301
certificate;	5302

(c) A registered wholesale distributor of dangerous drugs;

5303

(d) A manufacturer of dangerous drugs;

5304

(e) A licensed terminal distributor of dangerous drugs,	5305
subject to division (B)(2) of this section;	5306

(f) Carriers or warehouserswarehouses for the purpose of	5307
carriage or storage;	5308

(g) Terminal or wholesale distributors of dangerous drugs who	5309
are not engaged in the sale of dangerous drugs within this state;	5310

(h) An individual who holds a current license, certificate,	5311
or registration issued under Title 47 of the Revised Code and has	5312
been certified to conduct diabetes education by a national	5313
certifying body specified in rules adopted by the state board of	5314
pharmacy under section 4729.68 of the Revised Code, but only with	5315
respect to insulin that will be used for the purpose of diabetes	5316
education and only if diabetes education is within the	5317
individual's scope of practice under statutes and rules regulating	5318
the individual's profession;	5319

(i) An individual who holds a valid certificate issued by a	5320
nationally recognized S.C.U.B.A. diving certifying organization	5321
approved by the pharmacy board in rule, but only with respect to	5322
medical oxygen that will be used for the purpose of emergency care	5323
or treatment at the scene of a diving emergency;	5324

(j) A business entity that is a corporation formed under	5325
division (B) of section 1701.03 of the Revised Code, a limited	5326
liability company formed under Chapter 1705. of the Revised Code,	5327
or a professional association formed under Chapter 1785. of the	5328
Revised Code if the entity has a sole shareholder who is a	5329
licensed health professional authorized to prescribe drugs and is	5330
authorized to provide the professional services being offered by	5331
the entity;	5332

(k) A business entity that is a corporation formed under	5333
division (B) of section 1701.03 of the Revised Code, a limited	5334
liability company formed under Chapter 1705. of the Revised Code,	5335
a partnership or a limited liability partnership formed under	5336
Chapter 1775. of the Revised Code, or a professional association	5337
formed under Chapter 1785. of the Revised Code, if, to be a	5338
shareholder, member, or partner, an individual is required to be	5339
licensed, certified, or otherwise legally authorized under Title	5340
XLVII of the Revised Code to perform the professional service	5341
provided by the entity and each such individual is a licensed	5342
health professional authorized to prescribe drugs.	5343

(2) No registered wholesale distributor of dangerous drugs	5344
shall possess dangerous drugs for sale at wholesale, or sell such	5345
drugs at wholesale, to a licensed terminal distributor of	5346
dangerous drugs, except to:	5347

(a) A terminal distributor who has a category I license, only	5348
dangerous drugs described in category I, as defined in division	5349
(A)(1) of section 4729.54 of the Revised Code;	5350

(b) A terminal distributor who has a category II license,	5351
only dangerous drugs described in category I and category II, as	5352
defined in divisions (A)(1) and (2) of section 4729.54 of the	5353
Revised Code;	5354

(c) A terminal distributor who has a category III license,	5355
dangerous drugs described in category I, category II, and category	5356
III, as defined in divisions (A)(1), (2), and (3) of section	5357
4729.54 of the Revised Code;	5358

(d) A terminal distributor who has a limited category I, II,	5359
or III license, only the dangerous drugs specified in the	5360
certificate furnished by the terminal distributor in accordance	5361
with section 4729.60 of the Revised Code.	5362

(C)(1) Except as provided in division (C)(4) of this section,	5363
no person shall sell, at retail, dangerous drugs.	5364

(2) Except as provided in division (C)(4) of this section, no	5365
person shall possess for sale, at retail, dangerous drugs.	5366

(3) Except as provided in division (C)(4) of this section, no	5367
person shall possess dangerous drugs.	5368

(4) Divisions (C)(1), (2), and (3) of this section do not	5369
apply to a registered wholesale distributor of dangerous drugs, a	5370
licensed terminal distributor of dangerous drugs, or a person who	5371
possesses, or possesses for sale or sells, at retail, a dangerous	5372
drug in accordance with Chapters 3719., 4715., 4723., 4725.,	5373
4729., 4730., 4731., and 4741. of the Revised Code.	5374

Divisions (C)(1), (2), and (3) of this section do not apply	5375
to an individual who holds a current license, certificate, or	5376
registration issued under Title XLVII of the Revised Code and has	5377
been certified to conduct diabetes education by a national	5378
certifying body specified in rules adopted by the state board of	5379
pharmacy under section 4729.68 of the Revised Code, but only to	5380
the extent that the individual possesses insulin or personally	5381
supplies insulin solely for the purpose of diabetes education and	5382
only if diabetes education is within the individual's scope of	5383
practice under statutes and rules regulating the individual's	5384
profession.	5385

Divisions (C)(1), (2), and (3) of this section do not apply	5386
to an individual who holds a valid certificate issued by a	5387
nationally recognized S.C.U.B.A. diving certifying organization	5388
approved by the pharmacy board in rule, but only to the extent	5389
that the individual possesses medical oxygen or personally	5390
supplies medical oxygen for the purpose of emergency care or	5391
treatment at the scene of a diving emergency.	5392

(D) No licensed terminal distributor of dangerous drugs shall	5393
purchase for the purpose of resale dangerous drugs from any person	5394
other than a registered wholesale distributor of dangerous drugs,	5395
except as follows:	5396

(1) A licensed terminal distributor of dangerous drugs may	5397
make occasional purchases of dangerous drugs for resale from a	5398
pharmacist who is a licensed terminal distributor of dangerous	5399
drugs or who is employed by a licensed terminal distributor of	5400
dangerous drugs;	5401

(2) A licensed terminal distributor of dangerous drugs having	5402
more than one establishment or place may transfer or receive	5403
dangerous drugs from one establishment or place for which a	5404
license has been issued to the terminal distributor to another	5405
establishment or place for which a license has been issued to the	5406
terminal distributor if the license issued for each establishment	5407
or place is in effect at the time of the transfer or receipt.	5408

(E) No licensed terminal distributor of dangerous drugs shall	5409
engage in the sale or other distribution of dangerous drugs at	5410
retail or maintain possession, custody, or control of dangerous	5411
drugs for any purpose other than the distributor's personal use or	5412
consumption, at any establishment or place other than that or	5413
those described in the license issued by the board of pharmacy to	5414
such terminal distributor.	5415

(F) Nothing in this section shall be construed to interfere	5416
with the performance of official duties by any law enforcement	5417
official authorized by municipal, county, state, or federal law to	5418
collect samples of any drug, regardless of its nature or in whose	5419
possession it may be.	5420

Sec. 5322.01.  As used in sections 5322.01 to 5322.05 of the	5421
Revised Code:	5422

(A) "Self-service storage facility" means any real property	5423
that is designed and used only for the purpose of renting or	5424
leasing individual storage space in the facility under the	5425
following conditions:	5426

(1) The occupants have access to the storage space only for	5427
the purpose of storing and removing personal property;	5428

(2) The owner does not issue a warehouse receipt, bill of	5429
lading, or other document of title, as defined in division (O) of	5430
section 1301.011301.201 of the Revised Code, for the personal	5431
property stored in the storage space;	5432

(3) The property has fifty or more individual storage spaces.

5433

"Self-service storage facility" does not include any garage	5434
used principally for parking motor vehicles, an establishment	5435
licensed pursuant to sections 915.14 to 915.24 of the Revised	5436
Code, or any property of a bank or savings and loan association	5437
that contains vaults, safe deposit boxes, or other receptacles for	5438
the uses, purposes, and benefits of the bank's or savings and loan	5439
association's customers.	5440

(B) "Owner" means a person that is either the owner of a	5441
self-service storage facility or the lessor of an entire	5442
self-service storage facility and that receives rent from an	5443
occupant pursuant to a rental agreement that the person enters	5444
into with the occupant.	5445

(C) "Occupant" means a person that rents storage space at a	5446
self-service storage facility pursuant to a rental agreement that	5447
the person enters into with the owner.	5448

(D) "Rental agreement" means any written agreement that is	5449
entered into by the owner and the occupant and that establishes	5450
the terms and conditions of the occupant's use of storage space at	5451
a self-service storage facility.	5452

(E) "Personal property" means money and every animate or	5453
inanimate tangible thing that is the subject of ownership, except	5454
anything forming part of a parcel of real estate, as defined in	5455
section 5701.02 of the Revised Code, and except anything that is	5456
an agricultural commodity, as defined in division (A) of section	5457
926.01 of the Revised Code.	5458

(F) "Late fee" means any fee or charge assessed for an	5459
occupant's failure to pay rent when due. "Late fee" does not	5460
include interest on a debt, reasonable expenses incurred in the	5461
collection of unpaid rent, or costs associated with the	5462
enforcement of any other remedy provided by statute or contract.	5463

Section 2.  That existing sections 1.01, 926.24, 926.26,	5464
1301.01, 1301.02, 1301.04, 1301.05, 1301.06, 1301.07, 1301.08,	5465
1301.09, 1301.10, 1301.11, 1301.13, 1301.14, 1301.15, 1301.16,	5466
1301.18, 1301.21, 1302.01, 1302.05, 1302.23, 1302.36, 1302.42,	5467
1302.44, 1302.47, 1302.49, 1302.50, 1302.53, 1302.63, 1302.79,	5468
1303.01, 1304.01, 1304.20, 1304.51, 1304.53, 1304.59, 1305.02,	5469
1306.02, 1306.15, 1307.01, 1307.02, 1307.04, 1307.06, 1307.07,	5470
1307.08, 1307.09, 1307.10, 1307.11, 1307.12, 1307.13, 1307.14,	5471
1307.15, 1307.16, 1307.17, 1307.18, 1307.19, 1307.20, 1307.21,	5472
1307.22, 1307.23, 1307.24, 1307.25, 1307.26, 1307.27, 1307.28,	5473
1307.29, 1307.30, 1307.31, 1307.32, 1307.33, 1307.34, 1307.35,	5474
1307.36, 1307.37, 1307.38, 1307.39, 1307.40, 1308.01, 1308.02,	5475
1309.102, 1309.203, 1309.207, 1309.208, 1309.301, 1309.310,	5476
1309.312, 1309.313, 1309.314, 1309.317, 1309.331, 1309.338,	5477
1309.601, 1310.01, 1310.47, 1310.60, 1310.64, 1310.65, 1310.72,	5478
1310.73, 1310.74, 1311.57, 1333.23, 1743.08, 2307.39, 2923.17,	5479
2981.01, 3719.14, 3767.29, 4517.01, 4729.51, and 5322.01 and	5480
sections 1301.03, 1301.12, 1302.11, 1307.03, 1307.05, and 1310.14	5481
of the Revised Code are hereby repealed.	5482

Section 3. This act applies to transactions entered into on	5483
or after the effective date of this act.	5484