H. B. No. 490 As Introduced

As Introduced

128th General Assembly

Regular Session

2009-2010

H. B. No. 490

Representatives Dyer, Coley

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

A BILL

To amend sections 1.01, 926.24, 926.26, 1301.01,

1301.02, 1301.04, 1301.05, 1301.06, 1301.07,

1301.08, 1301.09, 1301.10, 1301.11, 1301.13,

1301.14, 1301.15, 1302.01, 1302.05, 1302.23,

1302.36, 1302.42, 1302.44, 1302.47, 1302.49,

1302.50, 1302.53, 1302.63, 1302.79, 1303.01,

1304.01, 1304.20, 1304.51, 1304.53, 1304.59,

1305.02, 1306.02, 1306.15, 1307.01, 1307.02,

1307.04, 1307.06, 1307.07, 1307.08, 1307.09,

1307.10, 1307.11, 1307.12, 1307.13, 1307.14,

1307.15, 1307.16, 1307.17, 1307.18, 1307.19,

1307.20, 1307.21, 1307.22, 1307.23, 1307.24,

1307.25, 1307.26, 1307.27, 1307.28, 1307.29,

1307.30, 1307.31, 1307.32, 1307.33, 1307.34,

1307.35, 1307.36, 1307.37, 1307.38, 1307.39,

1307.40, 1308.01, 1308.02, 1309.102, 1309.203,

1309.207, 1309.208, 1309.301, 1309.310, 1309.312,

1309.313, 1309.314, 1309.317, 1309.331, 1309.338,

1309.601, 1310.01, 1310.47, 1310.60, 1310.64,

1310.65, 1310.72, 1310.73, 1310.74, 1311.55,

1311.57, 1333.23, 1743.08, 2307.39, 2923.17,

2981.01, 3719.14, 3767.29, 4517.01, 4729.51, and

5322.01; to amend, for the purpose of adopting new

section numbers as indicated in parentheses,

sections 1301.01 (1301.201), 1301.02 (1301.103),

1301.04 (1301.104), 1301.05 (1301.301), 1301.06

(1301.305), 1301.07 (1301.306), 1301.08

(1301.307), 1301.09 (1301.304), 1301.10

(1301.205), 1301.11 (1301.303), 1301.13

(1301.308), 1301.14 (1301.309), 1301.15

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

1301.21 (1319.02), 1307.01 (1307.102), 1307.02

(1307.103), 1307.04 (1307.104), 1307.06

(1307.201), 1307.07 (1307.202), 1307.08

(1307.203), 1307.09 (1307.204), 1307.10

(1307.205), 1307.11 (1307.206), 1307.12

(1307.207), 1307.13 (1307.208), 1307.14

(1307.209), 1307.15 (1307.210), 1307.16

(1307.301), 1307.17 (1307.302), 1307.18

(1307.303), 1307.19 (1307.304), 1307.20

(1307.305), 1307.21 (1307.306), 1307.22

(1307.307), 1307.23 (1307.308), 1307.24

(1307.309), 1307.25 (1307.401), 1307.26

(1307.402), 1307.27 (1307.403), 1307.28

(1307.404), 1307.29 (1307.501), 1307.30

(1307.502), 1307.31 (1307.503), 1307.32

(1307.504), 1307.33 (1307.505), 1307.34

(1307.506), 1307.35 (1307.507), 1307.36

(1307.508), 1307.37 (1307.509), 1307.38

(1307.601), 1307.39 (1307.602), and 1307.40

(1307.603); to enact sections 1301.101, 1301.102,

1301.105, 1301.106, 1301.107, 1301.108, 1301.202,

1301.203, 1301.204, 1301.206, 1301.302, 1301.310,

1307.101, 1307.105, 1307.106, 1307.703, and

1307.704; and to repeal sections 1301.03, 1301.12,

1302.11, 1307.03, 1307.05, and 1310.14 of the

Revised Code 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.

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, 1311.55, 1311.57, 1333.23,	77
1743.08, 2307.39, 2923.17, 2981.01, 3719.14, 3767.29, 4517.01,	78
4729.51, and 5322.01 be amended; sections 1301.01 (1301.201),	79
1301.02 (1301.103), 1301.04 (1301.104), 1301.05 (1301.301),	80
1301.06 (1301.305), 1301.07 (1301.306), 1301.08 (1301.307),	81
1301.09 (1301.304), 1301.10 (1301.205), 1301.11 (1301.303),	82
1301.13 (1301.308), 1301.14 (1301.309), 1301.15 (1301.311),	83
1301.16 (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
~~1307.14~~1307.209 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 ~~his~~the 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 ~~him~~the person	139
possessing the receipt, or order or bearer, or that has been	140
endorsed to ~~him~~the 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 ~~his~~the 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 ~~his~~the 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 ~~him~~the 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 ~~him~~the 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 ~~him~~the 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 ~~him~~the handler or impounded by the	195
court. A handler's claim for a lien that has arisen under section	196
~~1307.14~~1307.209 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 ~~his~~the	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 ~~1307.14~~1307.209 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 ~~his~~the	257
handler's lien and after ~~his~~the 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 ~~his~~the 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 ~~shall~~must 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;	311

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

312

~~(C) The effect of~~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 principals 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, or other	326
validating or invalidating cause supplement their provisions of	327
~~those chapters of the words "unless otherwise agreed" or words of~~	328
~~similar import does not imply that the effect of other provisions~~	329
~~may not be varied by agreement under division (C) of this section~~.	330

~~Sec. 1301.04.~~ Sec. 1301.104. ~~Chapters~~Construction against implied	331
repeal [UCC 1-104]	332

Chapters 1301., 1302., 1303., 1304., 1305., 1307., 1308.,	333
1309., and 1310. of the Revised Code being intended as a unified	334
coverage of its subject matter, no part of it shall be impliedly	335
repealed by subsequent legislation if that construction can	336
reasonably be avoided.	337

Sec. 1301.105. Severability [UCC 1-105]

338

If any provision or clause of Chapter 1301., 1302., 1303.,	339
1304., 1305., 1307., 1308., 1309., or 1310. of the Revised Code or	340
its application to any person or circumstance is held invalid, the	341
invalidity does not affect other provisions or applications of	342
Chapter 1301., 1302., 1303., 1304., 1305., 1307., 1308., 1309., or	343
1310. of the Revised Code which can be given effect without the	344
invalid provision or application, and to this end the provisions	345
of Chapter 1301., 1302., 1303., 1304., 1305., 1307., 1308., 1309.,	346
or 1310. of the Revised Code are severable.	347

Sec. 1301.106. Use of singular and plural; gender [UCC	348
1-106]	349

In Chapters 1301., 1302., 1303., 1304., 1305., 1307., 1308.,	350
1309., and 1310. of the Revised Code, unless the statutory context	351
otherwise requires:	352

(A) Words in the singular number include the plural, and	353
those in the plural include the singular; and	354

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

355

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

356

Section captions are part of Chapters 1301. and 1307. of the	357
Revised Code.	358

Sec. 1301.108. Relation to Electronic Signatures in Global	359
and National Commerce Act [UCC 1-108]	360

This chapter modifies, limits, and supersedes the federal	361
"Electronic Signatures in Global and National Commerce Act," 15	362
U.S.C. section 7001 et seq., except that nothing in this chapter	363
modifies, limits, or supersedes section 7001(c) of that act or	364
authorizes electronic delivery of any of the notices described in	365
section 7003(b) of that act.	366

~~Sec. 1301.01.~~ Sec. 1301.201. ~~As used in Chapters~~General	367
definitions [UCC 1-201]	368

(A) Unless the context otherwise requires, words or phrases	369
defined in this section, or in the additional definitions	370
contained in Chapter 1301., 1302., 1303., 1304., 1305., 1307.,	371
1308., 1309., ~~and~~or 1310. of the Revised Code, ~~unless the context~~	372
~~otherwise requires, and subject~~that apply to those chapters, have	373
the meanings stated.	374

(B) Subject to ~~additional~~ definitions contained in ~~those~~	375
~~chapters~~Chapter 1301., 1302., 1303., 1304., 1305., 1307., 1308.,	376
1309., or 1310. of the Revised Code, that apply to particular	377
chapters or sections therein:	378

~~(A)~~(1) "Action" in the sense of a judicial proceeding,	379
includes recoupment, counterclaim, set-off, suit in equity, and	380
any other ~~proceedings~~proceeding in which rights are determined.	381

~~(B)~~(2) "Aggrieved party" means a party entitled to ~~resort to~~	382
pursue a remedy.	383

~~(C)~~(3) "Agreement", as distinguished from "contract", means	384
the bargain of the parties in fact, as found in their language or	385
~~by implication~~inferred from other circumstances, including course	386
of performance, course of dealing, or usage of trade, ~~or course of~~	387
~~performance~~ as provided in ~~sections 1301.11 and 1302.11~~section	388
1301.303 of the Revised Code. ~~Whether an agreement has legal~~	389
~~consequences is determined by Chapters 1301., 1302., 1303., 1304.,~~	390
~~1305., 1307., 1308., 1309., and 1310. of the Revised Code, if~~	391
~~applicable; otherwise by the law of contracts.~~	392

~~(D)~~(4) "Bank" means ~~any~~a person engaged in the business of	393
banking and includes a savings bank, savings and loan association,	394
credit union, and trust company.	395

~~(E)~~(5) "Bearer" means ~~the~~a person in control of a negotiable	396
electronic document of title or a person in possession of an	397
instrument, negotiable tangible document of title, or certificated	398
security payable to bearer or endorsed in blank.	399

~~(F)~~(6) "Bill of lading" means a document of title evidencing	400
the receipt of goods for shipment issued by a person engaged in	401
the business of directly or indirectly transporting or forwarding	402
goods~~, and includes an airbill~~. ~~"Airbill" means a document serving~~	403
~~for air transportation as a bill of lading~~The term does ~~for~~	404
~~marine or rail transportation, and includes an air consignment~~	405
~~note or air waybill~~not include a warehouse receipt.	406

~~(G)~~(7) "Branch" includes a separately incorporated foreign	407
branch of a bank.	408

~~(H)~~(8) "Burden of establishing" a fact means the burden of	409
persuading the ~~triers~~trier of fact that the existence of the fact	410
is more probable than its nonexistence.	411

~~(I)~~(9) "Buyer in ordinary course of business" means a person	412
~~who~~that buys goods in good faith, without knowledge that the sale	413
violates the rights of another person in the goods, and in the	414
ordinary course from a person, other than a pawnbroker, in the	415
business of selling goods of that kind. A person buys goods in the	416
ordinary course if the sale to the person comports with the usual	417
or customary practices in the kind of business in which the seller	418
is engaged or with the seller's own usual or customary practices.	419
A person ~~who~~that sells oil, gas, or other minerals at the	420
wellhead or minehead is a person in the business of selling goods	421
of that kind. A buyer in ~~the~~ ordinary course of business may buy	422
for cash, by exchange of other property, or on secured or	423
unsecured credit, and may acquire goods or documents of title	424
under a preexisting contract for sale. Only a buyer that takes	425
possession of the goods or has a right to recover the goods from	426
the seller under Chapter 1302. of the Revised Code may be a buyer	427
in ordinary course of business. A"Buyer in ordinary course of	428
business" does not include a person ~~who~~that acquires goods in a	429
transfer in bulk or as security for or in total or partial	430
satisfaction of a money debt ~~is not a buyer in the ordinary course~~	431
~~of business~~.	432

~~(J) A term or clause is "conspicuous" when it is~~(10)	433
"Conspicuous", with reference to a term, means so written,	434
displayed, or presented that a reasonable person against ~~whom~~	435
which it is to operate ought to have noticed it. ~~A printed heading~~	436
~~in capitals (as: NONNEGOTIABLE BILL OF LADING) is "conspicuous."~~	437
~~Language in the body of a form is "conspicuous" if it is in larger~~	438
~~or other contrasting type or color. In a telegram, any stated term~~	439
~~is "conspicuous."~~ Whether a term or clause is "conspicuous" or not	440
is for decision by the court. Conspicuous terms include the	441
following:	442

(a) A heading in capitals equal to or greater in size than	443
the surrounding text, or in contrasting type, font, or color to	444
the surrounding text of the same or lesser size; and	445

(b) Language in the body of a record or display in larger	446
type than the surrounding text, or in contrasting type, font, or	447
color to the surrounding text of the same size, or set off from	448
surrounding text of the same size by symbols or other marks that	449
call attention to the language.	450

~~(K)~~(11) "Consumer" means an individual who enters into a	451
transaction primarily for personal, family, or household purposes.	452

(12) "Contract", as distinguished from "agreement", means the	453
total legal obligation that results from the parties' agreement as	454
~~affected~~determined by Chapters 1301., 1302., 1303., 1304., 1305.,	455
1307., 1308., 1309., and 1310. of the Revised Code, ~~and~~as	456
supplemented by any other applicable ~~rules of law~~laws.	457

~~(L)~~(13) "Creditor" includes a general creditor, a secured	458
creditor, a lien creditor, and any representative of creditors,	459
including an assignee for the benefit of creditors, a trustee in	460
bankruptcy, a receiver in equity, and an executor or administrator	461
of an insolvent debtor's or assignor's estate.	462

~~(M)~~(14) "Defendant" includes a person in the position of	463
defendant in ~~cross-action or~~a counterclaim, cross-claim, or	464
third-party claim.	465

~~(N)~~(15) "Delivery" with respect to ~~instruments~~an electronic	466
document of title means voluntary transfer of control and with	467
respect to an instrument, ~~documents~~a tangible document of title,	468
or chattel paper, ~~or certificated securities~~ means voluntary	469
transfer of possession.	470

~~(O)~~(16) "Document of title" ~~includes~~means a ~~bill of lading,~~	471
~~dock warrant, dock receipt, warehouse receipt, or order for the~~	472
~~delivery of goods, and any other document~~record (a) that in the	473
regular course of business or financing is treated as adequately	474
evidencing that the person in possession or control of itthe	475
record is entitled to receive, control, hold, and dispose of the	476
~~document~~record and the goods itthe record covers~~. To be a~~	477
~~document of title, a document must purport~~and (b) that purports	478
to be issued by or addressed to a bailee and ~~purport~~ to cover	479
goods in the bailee's possession ~~that~~which are either identified	480
or are fungible portions of an identified mass. The term includes	481
a bill of lading, transport document, dock warrant, dock receipt,	482
warehouse receipt, and order for delivery of goods. An electronic	483
document of title means a document of title evidenced by a record	484
consisting of information stored in an electronic medium. A	485
tangible document of title means a document of title evidenced by	486
a record consisting of information that is inscribed on a tangible	487
medium.	488

~~(P)~~(17) "Fault" means a default, breach, or wrongful act,or	489
omission~~, or breach~~.	490

~~(Q)~~(18) "Fungible~~" with respect to~~ goods ~~or securities~~" means	491
~~goods or securities~~:	492

(a) Goods of which any unit is, by nature or usage of trade,	493
is the equivalent of any other like unit.; or	494

(b) Goods that ~~are not fungible are fungible for the purposes~~	495
~~of Chapters 1301., 1302., 1303., 1304., 1305., 1307., 1308.,~~	496
~~1309., and 1310. of the Revised Code to the extent that under a~~	497
~~particular~~by agreement ~~or document unlike units~~ are treated as	498
~~equivalents~~equivalent.	499

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

500

~~(S)~~(20) "Good faith," except as otherwise provided in Chapter	501
1305. of the Revised Code, means honesty in fact ~~in the conduct or~~	502
~~transaction concerned~~and the observance of reasonable commercial	503
standards of fair dealing.	504

~~(T)(1)~~(21) "Holder" ~~with respect to a negotiable instrument~~	505
means ~~either of the following~~:	506

(a) ~~If the instrument is payable to bearer, a~~The person ~~who~~	507
is in possession of ~~the~~a negotiable instrument;	508

~~(b) If the instrument~~that is payable either to bearer or to	509
an identified person~~, the identified~~that is the person ~~when~~ in	510
possession ~~of the instrument.~~	511

~~(2) "Holder" with respect to~~;

512

(b) The person in possession of a negotiable tangible	513
document of title ~~means the person in possession~~ if the goods are	514
deliverable either to bearer or to the order of the person in	515
possession;	516

(c) A person in control of a negotiable electronic document	517
of title.	518

~~(U) To "honor" is to pay or to accept and pay, or where a~~	519
~~creditor so engages to purchase or discount a draft complying with~~	520
~~the terms of the credit.~~	521

~~(V)~~(22) "Insolvency ~~proceedings~~proceeding" ~~include any~~	522
includes an assignment for the benefit of the creditors or other	523
~~proceedings~~proceeding intended to liquidate or rehabilitate the	524
estate of the person involved.	525

~~(W) A person is~~(23) "~~insolvent~~Insolvent" ~~who either has~~	526
means:	527

(a) Having generally ceased to pay ~~the person's~~ debts in the	528
ordinary course of business ~~or cannot pay the person's~~other than	529
as a result of a bona fide dispute;	530

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

531

(c) Being insolvent within the meaning of ~~the~~ federal	532
bankruptcy law.	533

~~(X)~~(24) "Money" means a medium of exchange authorized or	534
adopted by a domestic or foreign government ~~and~~. The term includes	535
a monetary unit of account established by an intergovernmental	536
organization or by agreement between two or more ~~nations~~	537
countries.	538

~~(Y) A person has "notice" of a fact when any of the following~~	539
~~applies:~~	540

~~(1) The person has actual knowledge of it.~~

541

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

542

~~(3) From all the facts and circumstances known to the person~~	543
~~at the time in question, the person has reason to know that it~~	544
~~exists.~~	545

~~A person "knows" or has "knowledge" of the fact when the~~	546
~~person has actual knowledge of it. "Discover" or "learn" or a word~~	547
~~or phrase of similar import refers to knowledge rather than to~~	548
~~reason to know. The time and circumstances under which a notice or~~	549
~~notification may cease to be effective are not determined by this~~	550
~~section.~~	551

~~(Z) A person "notifies" or "gives" a notice or notification~~	552
~~to another person by taking the steps that may be reasonably~~	553
~~required to inform the other person in ordinary course, whether or~~	554
~~not the other person actually comes to know of it. A person~~	555
~~"receives" a notice or notification when either of the following~~	556
~~applies:~~	557

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

558

~~(2) It is duly delivered at the place of business through~~	559
~~which the contract was made or at any other place held out by the~~	560
~~person as the place for receipt of such communications.~~	561

~~(AA) Notice, knowledge, or a notice or notification received~~	562
~~by an organization is effective for a particular transaction from~~	563
~~the time when it is brought to the attention of the individual~~	564
~~conducting that transaction, and in any event from the time when~~	565
~~it would have been brought to the individual's attention if the~~	566
~~organization had exercised due diligence. An organization~~	567
~~exercises due diligence if it maintains reasonable routines for~~	568
~~communicating significant information to the person conducting the~~	569
~~transaction and there is reasonable compliance with the routine.~~	570
~~Due diligence does not require an individual acting for the~~	571
~~organization to communicate information unless that communication~~	572
~~is part of the individual's regular duties or unless the~~	573
~~individual has reason to know of the transaction and that the~~	574
~~transaction would be materially affected by the information.~~	575

~~(BB)~~(25) "Organization" ~~includes~~means a ~~corporation,~~	576
~~government, governmental subdivision or agency, business trust,~~	577
~~estate, trust, partnership, or association, two or more persons~~	578
~~having a joint or common interest, or any~~person other ~~legal or~~	579
~~commercial entity~~than an individual.	580

~~(CC)~~(26) "Party,", as ~~distinct~~distinguished from "third	581
party,", means a person ~~who~~that has engaged in a transaction or	582
made an agreement ~~within~~subject to Chapters 1301., 1302., 1303.,	583
1304., 1305., 1307., 1308., 1309., and 1310. of the Revised Code.	584

~~(DD)~~(27) "Person" ~~includes~~means an individual, corporation,	585
business trust, estate, trust, partnership, limited liability	586
company, association, joint venture, government, governmental	587
subdivision, agency, or instrumentality, public corporation, or	588
any other legal or ~~an organization~~commercial entity.	589

~~(EE) "Presumption" or "presumed" means that the trier of fact~~	590
~~must find the existence of the fact presumed unless and until~~	591
~~evidence is introduced that would support a finding of its~~	592
~~nonexistence.~~	593

~~(FF)~~(28) "Present value" means the amount as of a date	594
certain of one or more sums payable in the future, discounted to	595
the date certain by use of either an interest rate specified by	596
the parties if that rate is not manifestly unreasonable at the	597
time the transaction is entered into or, if an interest rate is	598
not so specified, a commercially reasonable rate that takes into	599
account the facts and circumstances at the time the transaction is	600
entered into.	601

(29) "Purchase" ~~includes~~means taking by sale, lease,	602
discount, negotiation, mortgage, pledge, lien, security interest,	603
issue or reissue, gift, or any other voluntary transaction	604
creating an interest in property.	605

~~(GG)~~(30) "Purchaser" means a person ~~who~~that takes by	606
purchase.	607

~~(HH)~~(31) "Record" means information that is inscribed on a	608
tangible medium or that is stored in an electronic or other medium	609
and is retrievable in perceivable form.	610

(32) "Remedy" means any remedial right to which an aggrieved	611
party is entitled with or without resort to a tribunal.	612

~~(II)~~(33) "Representative" ~~includes~~means a person empowered	613
to act for another, including an agent, an officer of a	614
corporation or association, and a trustee, executor, or	615
administrator of an estate~~, or any other person empowered to act~~	616
~~for another~~.	617

~~(JJ)~~(34) "~~Rights~~Right" includes ~~remedies~~remedy.

618

~~(KK)(1)~~(35) "Security interest" means an interest in personal	619
property or fixtures ~~that~~which secures payment or performance of	620
an obligation. "Security interest" ~~also~~ includes any interest of a	621
consignor and a buyer of accounts, chattel paper, a payment	622
intangible, or a promissory note in a transaction that is subject	623
to Chapter 1309. of the Revised Code. ~~The~~"Security interest" does	624
not include the special property interest of a buyer of goods on	625
identification of those goods to a contract for sale under section	626
1302.42 of the Revised Code ~~is not a security interest~~, but a	627
buyer ~~also~~ may also acquire a "security interest" by complying	628
with Chapter 1309. of the Revised Code. Except as otherwise	629
provided in section 1302.49 of the Revised Code, the right of a	630
seller or lessor of goods under Chapter 1302. or 1310. of the	631
Revised Code to retain or acquire possession of the goods is not a	632
"security interest", but a seller or lessor ~~also~~ may also acquire	633
a "security interest" by complying with Chapter 1309. of the	634
Revised Code. The retention or reservation of title by a seller of	635
goods notwithstanding shipment or delivery to the buyer under	636
section 1302.42 of the Revised Code is limited in effect to a	637
reservation of a "security interest. ~~A lease-purchase agreement as~~	638
~~defined in division (F) of section 1351.01 of the Revised Code~~	639
~~shall never be intended as security.~~	640

~~(2)~~" Whether a transaction~~, other than a lease-purchase~~	641
~~agreement as defined~~ in ~~division (F) of section 1351.01~~the form	642
of ~~the Revised Code, creates~~ a lease orcreates a "security	643
interest" is determined ~~by the facts of each case; however, a~~	644
~~transaction creates a security interest if the consideration the~~	645
~~lessee is to pay the lessor for the right to possession and use of~~	646
~~the goods is an obligation for the term of the lease not subject~~	647
~~to termination by the lessee and if any of the following applies:~~	648

~~(a) The original term of the lease is equal to or greater~~	649
~~than the remaining economic life of the goods.~~	650

~~(b) The lessee is bound to renew the lease for the remaining~~	651
~~economic life of the goods or is bound to become the owner of the~~	652
~~goods.~~	653

~~(c) The lessee has an option to renew the lease for the~~	654
~~remaining economic life of the goods for no additional~~	655
~~consideration or nominal additional consideration upon compliance~~	656
~~with the lease agreement.~~	657

~~(d) The lessee has an option to become the owner of the goods~~	658
~~for no additional consideration or nominal additional~~	659
~~consideration upon compliance with the lease agreement.~~	660

~~(3) A transaction does not create a security interest merely~~	661
~~because it provides any of the following:~~	662

~~(a) That the present value of the consideration the lessee is~~	663
~~obligated to pay the lessor for the right to possession and use of~~	664
~~the goods is substantially equal to or is greater than the fair~~	665
~~market value of the goods at the time the lease is entered into;~~	666

~~(b) That the lessee assumes risk of loss of the goods or~~	667
~~agrees to pay taxes, insurance, filing, recording, or registration~~	668
~~fees, or service or maintenance costs with respect to the goods;~~	669

~~(c) That the lessee has an option to renew the lease or to~~	670
~~become the owner of the goods;~~	671

~~(d) That the lessee has an option to renew the lease for a~~	672
~~fixed rent that is equal to or greater than the reasonably~~	673
~~predictable fair market rent for the use of the goods for the term~~	674
~~of the renewal at the time the option is to be performed;~~	675

~~(e) That the lessee has an option to become the owner of the~~	676
~~goods for a fixed price that is equal to or greater than the~~	677
~~reasonably predictable fair market value of the goods at the time~~	678
~~the option is to be performed.~~	679

~~(4) For purposes of division (KK) of this section, all of the~~	680
~~following apply:~~	681

~~(a) Additional consideration is not nominal if, when the~~	682
~~option to renew the lease is granted to the lessee, the rent is~~	683
~~stated to be the fair market rent for the use of the goods for the~~	684
~~term of the renewal determined at the time the option is to be~~	685
~~performed or, when the option to become the owner of the goods is~~	686
~~granted to the lessee, the price is stated to be the fair market~~	687
~~value of the goods determined at the time the option is to be~~	688
~~performed. Additional consideration is nominal if it is less than~~	689
~~the lessee's reasonably predictable cost of performing under the~~	690
~~lease agreement if the option is not exercised.~~	691

~~(b) "Reasonably predictable" and "remaining economic life of~~	692
~~the goods" are to be determined with reference to the facts and~~	693
~~circumstances at the time the parties entered into the~~	694
~~transaction.~~	695

~~(c) "Present value" means the amount as of a date certain of~~	696
~~one or more sums payable in the future, discounted to the date~~	697
~~certain. The discount is determined by the interest rate specified~~	698
~~by the parties if the rate is not manifestly unreasonable at the~~	699
~~time the parties entered into the transaction. Otherwise, the~~	700
~~discount is determined by a commercially reasonable rate that~~	701
~~takes into account the facts and circumstances of each case at the~~	702
~~time the parties entered into the transaction~~pursuant to section	703
1301.203 of the Revised Code.	704

~~(LL)~~(36) "Send" in connection with any writing, record, or	705
notice means to:	706

(a) To deposit in the mail or deliver for transmission by any	707
other usual means of communication with postage or cost of	708
transmission provided for and properly addressed and, in the case	709
of an instrument, to an address specified ~~on it~~thereon or	710
otherwise agreed, or if there be none to any address reasonable	711
under the circumstances~~. The receipt of~~;	712

(b) In any ~~writing~~other way to cause to be received any	713
record or notice within the time ~~at which~~ it would have arrived if	714
properly sent ~~has the effect of a proper sending~~.	715

~~(MM)~~(37) "Signed" includes using any symbol executed or	716
adopted ~~by a party~~ with present intention to ~~authenticate~~adopt or	717
accept a writing.	718

~~(NN)~~(38) "State" means a state of the United States, the	719
District of Columbia, Puerto Rico, the United States Virgin	720
Islands, or any territory or insular possession subject to the	721
jurisdiction of the United States.	722

(39) "Surety" includes a guarantor or any other secondary	723
obligor.	724

~~(OO) "Telegram" includes a message transmitted by radio,~~	725
~~teletype, cable, any mechanical method of transmission, or the~~	726
~~like.~~	727

~~(PP)~~(40) "Term" means ~~that~~a portion of an agreement ~~which~~	728
that relates to a particular matter.	729

~~(QQ)~~(41) "Unauthorized" signature" means ~~one~~a signature made	730
without actual, implied, or apparent authority ~~and~~. The term	731
includes a forgery.	732

~~(RR) Except as otherwise provided with respect to negotiable~~	733
~~instruments and bank collections under sections 1303.32, 1304.20,~~	734
~~and 1304.21 of the Revised Code, a person gives "value" for rights~~	735
~~if the person acquires them in any of the following manners:~~	736

~~(1) In return for a binding commitment to extend credit or~~	737
~~for the extension of immediately available credit whether or not~~	738
~~drawn upon and whether or not a charge-back is provided for in the~~	739
~~event of difficulties in collection;~~	740

~~(2) As security for or in total or partial satisfaction of a~~	741
~~preexisting claim;~~	742

~~(3) By accepting delivery pursuant to a preexisting contract~~	743
~~for purchase;~~	744

~~(4) Generally, in return for any consideration sufficient to~~	745
~~support a simple contract.~~	746

~~(SS)~~(42) "Warehouse receipt" means a ~~written or electronic~~	747
~~receipt~~document of title issued by a person engaged in the	748
business of storing goods for hire.	749

~~(TT) "Written" or "writing"~~(43) "Writing" includes printing,	750
typewriting, or any other intentional reduction to tangible form.	751
"Written" has a corresponding meaning.	752

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

753

(A) Subject to division (F) of this section, a person has	754
"notice" of a fact if the person:	755

(1) Has actual knowledge of it;

756

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

757

(3) From all the facts and circumstances known to the person	758
at the time in question, has reason to know that it exists.	759

(B) "Knowledge" means actual knowledge. "Knows" has a	760
corresponding meaning.	761

(C) "Discover", "learn", or words of similar import refer to	762
knowledge rather than to reason to know.	763

(D) A person "notifies" or "gives" a notice or notification	764
to another person by taking such steps as may be reasonably	765
required to inform the other person in ordinary course, whether or	766
not the other person actually comes to know of it.	767

(E) Subject to division (F) of this section, a person	768
"receives" a notice or notification when:	769

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

770

(2) It is duly delivered in a form reasonable under the	771
circumstances at the place of business through which the contract	772
was made or at another location held out by that person as the	773
place for receipt of such communications.	774

(F) Notice, knowledge, or a notice or notification received	775
by an organization is effective for a particular transaction from	776
the time it is brought to the attention of the individual	777
conducting that transaction and, in any event, from the time it	778
would have been brought to the individual's attention if the	779
organization had exercised due diligence. An organization	780
exercises due diligence if it maintains reasonable routines for	781
communicating significant information to the person conducting the	782
transaction and there is reasonable compliance with the routines.	783
Due diligence does not require an individual acting for the	784
organization to communicate information unless the communication	785
is part of the individual's regular duties or the individual has	786
reason to know of the transaction and that the transaction would	787
be materially affected by the information.	788

Sec. 1301.203. Lease distinguished from security interest	789
[UCC 1-203]	790

(A) Whether a transaction in the form of a lease creates a	791
lease or security interest is determined by the facts of each	792
case.	793

(B) A transaction in the form of a lease creates a security	794
interest if the consideration that the lessee is to pay the lessor	795
for the right to possession and use of the goods is an obligation	796
for the term of the lease and is not subject to termination by the	797
lessee, and:	798

(1) The original term of the lease is equal to or greater	799
than the remaining economic life of the goods;	800

(2) The lessee is bound to renew the lease for the remaining	801
economic life of the goods or is bound to become the owner of the	802
goods;	803

(3) The lessee has an option to renew the lease for the	804
remaining economic life of the goods for no additional	805
consideration or for nominal additional consideration upon	806
compliance with the lease agreement; or	807

(4) The lessee has an option to become the owner of the goods	808
for no additional consideration or for nominal additional	809
consideration upon compliance with the lease agreement.	810

(C) A transaction in the form of a lease does not create a	811
security interest merely because:	812

(1) The present value of the consideration the lessee is	813
obligated to pay the lessor for the right to possession and use of	814
the goods is substantially equal to or is greater than the fair	815
market value of the goods at the time the lease is entered into;	816

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

817

(3) The lessee agrees to pay, with respect to the goods,	818
taxes, insurance, filing, recording, or registration fees, or	819
service or maintenance costs;	820

(4) The lessee has an option to renew the lease or to become	821
the owner of the goods;	822

(5) The lessee has an option to renew the lease for a fixed	823
rent that is equal to or greater than the reasonably predictable	824
fair market rent for the use of the goods for the term of the	825
renewal at the time the option is to be performed; or	826

(6) The lessee has an option to become the owner of the goods	827
for a fixed price that is equal to or greater than the reasonably	828
predictable fair market value of the goods at the time the option	829
is to be performed.	830

(D) Additional consideration is nominal if it is less than	831
the lessee's reasonably predictable cost of performing under the	832
lease agreement if the option is not exercised. Additional	833
consideration is not nominal if:	834

(1) When the option to renew the lease is granted to the	835
lessee, the rent is stated to be the fair market rent for the use	836
of the goods for the term of the renewal determined at the time	837
the option is to be performed; or	838

(2) When the option to become the owner of the goods is	839
granted to the lessee, the price is stated to be the fair market	840
value of the goods determined at the time the option is to be	841
performed.	842

(E) The "remaining economic life of the goods" and	843
"reasonably predictable" fair market rent, fair market value, or	844
cost of performing under the lease agreement must be determined	845
with reference to the facts and circumstances at the time the	846
transaction is entered into.	847

Sec. 1301.204. Value [UCC 1-204]

848

Except as otherwise provided in Chapters 1303., 1304., and	849
1305. of the Revised Code, a person gives value for rights if the	850
person acquires them:	851

(A) In return for a binding commitment to extend credit or	852
for the extension of immediately available credit, whether or not	853
drawn upon and whether or not a charge-back is provided for in the	854
event of difficulties in collection;	855

(B) As security for, or in total or partial satisfaction of,	856
a preexisting claim;	857

(C) By accepting delivery under a preexisting contract for	858
purchase; or	859

(D) In return for any consideration sufficient to support a	860
simple contract.	861

~~Sec. 1301.10.~~ Sec. 1301.205. ~~(A) Whenever~~Reasonable time;	862
Seasonableness [UCC 1-205]	863

(A) Whether a time for taking an action required by Chapters	864
1301., 1302., 1303., 1304., 1305., 1307., 1308., 1309., and 1310.	865
of the Revised Code ~~require any action to be taken within a~~is	866
reasonable ~~time, any time that is not manifestly unreasonable may~~	867
~~be fixed by agreement.~~	868

~~(B) What is a reasonable time for taking any action~~ depends	869
on the nature, purpose, and circumstances of ~~that~~the action.	870

~~(C)~~(B) An action is taken "seasonably~~" when~~if it is taken at	871
or within the time agreed or, if no time is agreed, at or within a	872
reasonable time.	873

Sec. 1301.206. Presumptions [UCC 1-206]

874

Whenever Chapter 1301., 1302., 1303., 1304., 1305., 1307.,	875
1308., 1309., or 1310. of the Revised Code create a "presumption"	876
with respect to a fact, or provides that a fact is "presumed," the	877
trier of fact must find the existence of the fact unless and until	878
evidence is introduced that supports a finding of its	879
nonexistence.	880

~~Sec. 1301.05.~~ Sec. 1301.301. ~~(A)~~Territorial applicability;	881
Parties' power to choose applicable law [UCC 1-301]	882

(A) Except as otherwise provided in this section, when a	883
transaction bears a reasonable relation to this state and also to	884
another state or nation, the parties may agree that the law either	885
of this state or of ~~the~~such other state or nation shall govern	886
their rights and duties. In	887

(B) In the absence of an agreement ~~of that nature~~effective	888
under division (A) of this section, and except as provided in	889
division (C) of this section, Chapters 1301., 1302., 1303., 1304.,	890
1305., 1307., 1308., 1309., and 1310. of the Revised Code apply to	891
transactions bearing an appropriate relation to this state.	892

~~(B) Where~~(C) If one of the following provisions of Chapters	893
1301., 1302., 1303., 1304., 1305., 1307., 1308., 1309., and 1310.	894
of the Revised Code specifies the applicable law, that provision	895
governs and a contrary agreement is effective only to the extent	896
permitted by the law~~, including the conflict of laws rules,~~ so	897
specified:	898

(1) ~~Rights of creditors against sold goods, as provided in~~	899
~~section~~Section 1302.43 of the Revised Code;	900

(2) ~~Applicability of sections 1304.01 to 1304.40~~Sections	901
1302.04 and 1310.03 of the Revised Code~~, as provided in section~~;	902

(3) Section 1304.02 of the Revised Code;

903

~~(3) Fund transfers under sections 1304.51 to 1304.85 of the~~	904
~~Revised Code, as provided in section~~(4) Section 1304.85 of the	905
Revised Code;	906

~~(4) Choice of law as to letters of credit under section~~(5)	907
Section 1305.15 of the Revised Code;	908

~~(5) Applicability of Chapter 1308. of the Revised Code, as~~	909
~~provided in section~~(6) Section 1308.05 of the Revised Code;	910

~~(6) Perfection provisions, including the effect of perfection~~	911
~~or nonperfection, and the priority of security interests and~~	912
~~agricultural liens of sections~~(7) Sections 1309.301 to 1309.307	913
of the Revised Code;	914

~~(7) Applicability of sections 1310.01 to 1310.78 of the~~	915
~~Revised Code, as provided in sections 1310.03 and 1310.04 of the~~	916
~~Revised Code~~.	917

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

918

(A) Except as otherwise provided in division (B) of this	919
section or elsewhere in Chapter 1301., 1303., 1304., 1305., 1307.,	920
1308., 1309., or 1310. of the Revised Code, the effect of	921
provisions of Chapters 1301., 1303., 1304., 1305., 1307., 1308.,	922
1309., and 1310. of the Revised Code may be varied by agreement.	923

(B) The obligations of good faith, diligence, reasonableness,	924
and care prescribed by Chapter 1301., 1302., 1303., 1304., 1305.,	925
1307., 1308., 1309., or 1310. of the Revised Code may not be	926
disclaimed by agreement. The parties, by agreement, may determine	927
the standards by which the performance of those obligations is to	928
be measured if those standards are not manifestly unreasonable.	929
Whenever Chapter 1301., 1302., 1303., 1304., 1305., 1307., 1308.,	930
1309., or 1310. of the Revised Code requires an action to be taken	931
within a reasonable time, a time that is not manifestly	932
unreasonable may be fixed by agreement.	933

(C) The presence in certain provisions of Chapter 1301.,	934
1302., 1303., 1304., 1305., 1307., 1308., 1309., or 1310. of the	935
Revised Code of the phrase "unless otherwise agreed", or words of	936
similar import, does not imply that the effect of other provisions	937
may not be varied by agreement under this section.	938

~~Sec. 1301.11.~~ Sec. 1301.303. ~~(A)~~Course of performance, course of	939
dealing, and usage of trade [UCC 1-303]	940

(A) A "course of performance" is a sequence of conduct	941
between the parties to a particular transaction that exists if:	942

(1) The agreement of the parties with respect to the	943
transaction involves repeated occasions for performance by a	944
party; and	945

(2) The other party, with knowledge of the nature of the	946
performance and opportunity for objection to it, accepts the	947
performance or acquiesces in it without objection.	948

(B) A "course of dealing" is a sequence of ~~previous~~ conduct	949
concerning previous transactions between the parties to a	950
particular transaction ~~which~~that is fairly to be regarded as	951
establishing a common basis of understanding for interpreting	952
their expressions and other conduct.	953

~~(B)~~(C) A "usage of trade" is any practice or method of	954
dealing having such regularity of observance in a place, vocation,	955
or trade as to justify an expectation that it will be observed	956
with respect to the transaction in question. The existence and	957
scope of such a usage ~~are to~~must be proved as facts. If it is	958
established that such a usage is embodied in a ~~written~~ trade code	959
or similar ~~writing~~record, the interpretation of the ~~writing~~	960
record is ~~for the court~~a question of law.	961

~~(C)~~(D) A course of performance or course of dealing between	962
the parties ~~and any~~or usage of trade in the vocation or trade in	963
which they are engaged or of which they are or should be aware is	964
relevant in ascertaining the meaning of the parties' agreement,	965
may give particular meaning to specific terms of the agreement,	966
and may supplement or qualify terms of anthe agreement. A usage	967
of trade applicable in the place in which part of the performance	968
under the agreement is to occur may be so utilized as to that part	969
of the performance.	970

~~(D) The~~(E) Except as otherwise provided in division (F) of	971
this section, the express terms of an agreement and anany	972
applicable course of performance, course of dealing, or usage of	973
trade ~~shall~~must be construed ~~wherever~~whenever reasonable as	974
consistent with each other~~; but when~~. If such a construction is	975
unreasonable ~~express~~:	976

(1) Express terms ~~control both~~prevail over course of	977
performance, course of dealing, and usage of trade;	978

(2) Course of performance prevails over course of dealing and	979
usage of trade; and ~~course~~	980

(3) Course of dealing ~~controls~~prevails over usage of trade.

981

~~(E) An applicable usage of trade in the place where any part~~	982
~~of performance is to occur shall be used in interpreting the~~	983
~~agreement as to that part of the performance.~~	984

(F) Subject to section 1302.12 of the Revised Code, a course	985
of performance is relevant to show a waiver or modification of any	986
term inconsistent with the course of performance.	987

(G) Evidence of a relevant usage of trade offered by one	988
party is not admissible unless ~~and until he~~that party has given	989
the other party ~~such~~ notice asthat the court finds sufficient to	990
prevent unfair surprise to the ~~latter~~other party.	991

~~Sec. 1301.09.~~ Sec. 1301.304. ~~Every~~Obligation of good faith [UCC	992
1-304]	993

Every contract or duty within Chapters 1301., 1302., 1303.,	994
1304., 1305., 1307., 1308., 1309., and 1310. of the Revised Code	995
imposes an obligation of good faith in its performance orand	996
enforcement.	997

~~Sec. 1301.06.~~ Sec. 1301.305. ~~(A)~~Remedies to be liberally	998
administered [UCC 1-305]	999

(A) The remedies provided by Chapters 1301., 1302., 1303.,	1000
1304., 1305., 1307., 1308., 1309., and 1310. of the Revised Code	1001
~~shall~~must be liberally administered to the end that the aggrieved	1002
party may be put in as good a position as if the other party had	1003
fully performed, but neither consequential or special nor penal	1004
damages may be had except as specifically provided in those	1005
chapters or by other rule of law.	1006

(B) Any right or obligation declared by Chapters 1301.,	1007
1302., 1303., 1304., 1305., 1307., 1308., 1309., and 1310. of the	1008
Revised Code is enforceable by action unless the provision	1009
declaring it specifies a different and limited effect.	1010

~~Sec. 1301.07.~~ Sec. 1301.306. ~~Any~~Waiver or renunciation of claim	1011
or right after breach [UCC 1-306]	1012

A claim or right arising out of an alleged breach ~~can~~may be	1013
discharged in whole or in part without consideration by ~~a written~~	1014
~~waiver or renunciation signed and delivered by~~agreement of the	1015
aggrieved party in an authenticated record.	1016

~~Sec. 1301.08.~~ Sec. 1301.307. APrima facie evidence by third party	1017
[UCC 1-307]	1018

A document in due form purporting to be a bill of lading,	1019
policy or certificate of insurance, official weigher's or	1020
inspector's certificate, consular invoice, or any other document	1021
authorized or required by the contract to be issued by a third	1022
party ~~shall be~~is prima facie evidence of its own authenticity and	1023
genuineness and of the facts stated in the document by the third	1024
party.	1025

~~Sec. 1301.13.~~ Sec. 1301.308. ~~(A)~~Performance or acceptance under	1026
reservation of rights [UCC 1-308]	1027

(A) A party ~~who,~~that with explicit reservation of rights,	1028
performs or promises performance or assents to performance in a	1029
manner demanded or offered by the other party does not thereby	1030
prejudice the rights reserved. Such words as "without prejudice,"	1031
"under protest," or the like are sufficient.	1032

(B) Division (A) of this section does not apply to an accord	1033
and satisfaction.	1034

~~Sec. 1301.14.~~ Sec. 1301.309. AOption to accelerate at will [UCC	1035
1-309]	1036

A term providing that one party or ~~his~~that party's successor	1037
in interest may accelerate payment or performance or require	1038
collateral or additional collateral "at will" or "when hethe	1039
party "deems ~~himself~~itself insecure" or in words of similar	1040
import ~~shall be construed to mean~~, means that ~~he shall have~~the	1041
party has power to do only if hethat party in good faith believes	1042
that the prospect of payment or performance is impaired. The	1043
burden of establishing lack of good faith is on the party against	1044
whom the power has been exercised.	1045

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

1046

An obligation may be issued as subordinated to performance of	1047
another obligation of the person obligated, or a creditor may	1048
subordinate its right to performance of an obligation by agreement	1049
with either the person obligated or another creditor of the person	1050
obligated. Subordination does not create a security interest as	1051
against either the common debtor or a subordinated creditor.	1052

~~Sec. 1301.15.~~ Sec. 1301.311. ~~Transactions~~Transactions entered	1053
into before 7-1-62 [UCC 10-102(2)]	1054

Transactions validly entered into before July 1, 1962, and	1055
the rights, duties, and interests flowing from them remain valid	1056
after that date and may be terminated, completed, consummated, or	1057
enforced as required or permitted by any statute or other law	1058
amended or repealed by Amended Senate Bill No. 5 of the 104th	1059
General Assembly as though that repeal or amendment had not	1060
occurred.	1061

Instruments, documents, or notices filed prior to July 1,	1062
1962, in accordance with the law at the time of the filings shall	1063
be deemed to be filed under Chapters 1301., 1302., 1304., 1305.,	1064
1307., 1308., 1309., and 1310. of the Revised Code as of the	1065
original date or filing and may be continued or terminated as	1066
provided in those chapters.	1067

Sec. 1302.01. (A) As used in sections 1302.01 to 1302.98 of	1068
the Revised Code, unless the context otherwise requires:	1069

(1) "Buyer" means a person who buys or contracts to buy	1070
goods.	1071

(2) ~~"Good faith" in the case of a merchant means honesty in~~	1072
~~fact and the observance of reasonable commercial standards of fair~~	1073
~~dealing in the trade.~~	1074

~~(3)~~ "Receipt" of goods means taking physical possession of	1075
them.	1076

~~(4)~~(3) "Seller" means a person who sells or contracts to sell	1077
goods.	1078

~~(5)~~(4) "Merchant" means a person who deals in goods of the	1079
kind or otherwise by the person's occupation holds the person out	1080
as having knowledge or skill peculiar to the practices or goods	1081
involved in the transaction or to whom such knowledge or skill may	1082
be attributed by the person's employment of an agent or broker or	1083
other intermediary who by the agent's, broker's, or other	1084
intermediary's occupation holds the person out as having such	1085
knowledge or skill.	1086

~~(6)~~(5) "Financing agency" means a bank, finance company, or	1087
other person who in the ordinary course of business make advances	1088
against goods or documents of title or who by arrangement with	1089
either the seller or the buyer intervenes in ordinary course to	1090
make or collect payment due or claimed under the contract for	1091
sale, as by purchasing or paying the seller's draft or making	1092
advances against it or by merely taking it for collection whether	1093
or not documents of title accompany or are associated with the	1094
draft. "Financing agency" includes also a bank or other person who	1095
similarly intervenes between persons who are in the position of	1096
seller and buyer in respect to the goods under section 1302.81 of	1097
the Revised Code.	1098

~~(7)~~(6) "Between merchants" means in any transaction with	1099
respect to which both parties are chargeable with the knowledge or	1100
skill of merchants.	1101

~~(8)~~(7) "Goods" means all things (including specially	1102
manufactured goods) which are movable at the time of	1103
identification to the contract for sale other than the money in	1104
which the price is to be paid, investment securities, and things	1105
in action. "Goods" also includes the unborn young of animals and	1106
growing crops and other identified things attached to realty as	1107
described in section 1302.03 of the Revised Code.	1108

Goods must be both existing and identified before any	1109
interest in them can pass. Goods which are not both existing and	1110
identified are "Future" goods. A purported present sale of future	1111
goods or of any interest therein operates as a contract to sell.	1112

There may be a sale of a part interest in existing identified	1113
goods.	1114

An undivided share in an identified bulk of fungible goods is	1115
sufficiently identified to be sold although the quantity of the	1116
bulk is not determined. Any agreed proportion of such a bulk or	1117
any quantity thereof agreed upon by number, weight, or other	1118
measure may to the extent of the seller's interest in the bulk be	1119
sold to the buyer who then becomes an owner in common.	1120

~~(9)~~(8) "Lot" means a parcel or a single article which is the	1121
subject matter of a separate sale or delivery, whether or not it	1122
is sufficient to perform the contract.	1123

~~(10)~~(9) "Commercial unit" means such a unit of goods as by	1124
commercial usage is a single whole for purposes of sale and	1125
division of which materially impairs its character or value on the	1126
market or in use. A commercial unit may be a single article (as a	1127
machine) or a set of articles (as a suite of furniture or an	1128
assortment of sizes) or a quantity (as a bale, gross, or carload)	1129
or any other unit treated in use or in the relevant market as a	1130
single whole.	1131

~~(11)~~(10) "Contract" and "agreement" are limited to those	1132
relating to the present or future sale of goods. "Contract for	1133
sale" includes both a present sale of goods and a contract to sell	1134
goods at a future time. A "sale" consists in the passing of title	1135
from the seller to the buyer for a price. A "present sale" means a	1136
sale which is accomplished by the making of the contract.	1137

~~(12)~~(11) Goods or conduct including any part of a performance	1138
are "conforming" or conform to the contract when they are in	1139
accordance with the obligations under the contract.	1140

~~(13)~~(12) "Termination" occurs when either party pursuant to a	1141
power created by agreement or law puts an end to the contract	1142
otherwise than for its breach. On "termination" all obligations	1143
which are still executory on both sides are discharged but any	1144
right based on prior breach or performance survives.	1145

~~(14)~~(13) "Cancellation" occurs when either party puts an end	1146
to the contract for breach by the other and its effect is the same	1147
as that of "termination" except that the cancelling party also	1148
retains any remedy for breach of the whole contract or any	1149
unperformed balance.	1150

(B) Other definitions applying to sections 1302.01 to	1151
1302.98~~, inclusive,~~ of the Revised Code are:	1152

(1) "Acceptance", as defined in section 1302.64 of the	1153
Revised Code;	1154

(2) "Banker's credit", as defined in section 1302.38 of the	1155
Revised Code;	1156

(3) "Confirmed credit", as defined in section 1302.38 of the	1157
Revised Code;	1158

(4) "Cover", as defined in section 1302.86 of the Revised	1159
Code;	1160

(5) "Entrusting", as defined in section 1302.44 of the	1161
Revised Code;	1162

(6) "Identification", as defined in section 1302.45 of the	1163
Revised Code;	1164

(7) "Installment contract", as defined in section 1302.70 of	1165
the Revised Code;	1166

(8) "Letter of credit", as defined in section 1302.38 of the	1167
Revised Code;	1168

(9) "Overseas", as defined in section 1302.36 of the Revised	1169
Code;	1170

(10) "Person in position of a seller", as defined in section	1171
1302.81 of the Revised Code;	1172

(11) "Sale on approval", as defined in section 1302.39 of the	1173
Revised Code;	1174

(12) "Sale or return", as defined in section 1302.39 of the	1175
Revised Code.	1176

(C) As used in sections 1302.01 to 1302.98 of the Revised	1177
Code, "check" and "draft" have the meaning set forth in section	1178
1303.03 of the Revised Code, "consignee" and "consignor" have the	1179
meaning set forth in section ~~1307.01~~1307.102 of the Revised Code,	1180
"consumer goods" has the meaning set forth in section 1309.102 of	1181
the Revised Code, "control" has the same meaning as set forth in	1182
section 1307.106 of the Revised Code, and "dishonor" has the	1183
meaning set forth in section 1303.62 of the Revised Code.	1184

(D) ~~The terms~~In addition, Chapter 1301. of the Revised Code	1185
contains general definitions and principles of construction and	1186
interpretation ~~set forth in sections 1301.01 to 1301.14 of the~~	1187
~~Revised Code, are~~ applicable ~~to sections 1302.01 to 1302.98 of the~~	1188
~~Revised Code~~throughout this chapter.	1189

Sec. 1302.05. Terms with respect to which the confirmatory	1190
memoranda of the parties agree or which are otherwise set forth in	1191
a writing intended by the parties as a final expression of their	1192
agreement with respect to such terms as are included therein may	1193
not be contradicted by evidence of any prior agreement or of a	1194
contemporaneous oral agreement but may be explained or	1195
supplemented:	1196

(A) by course of performance, course of dealing, or usage of	1197
trade as provided in section ~~1301.11~~1301.303 of the Revised Code	1198
~~or by a course of performance as provided in section 1302.11 of~~	1199
~~the Revised Code~~; and	1200

(B) by evidence of consistent additional terms unless the	1201
court finds the writing to have been intended also as a complete	1202
and exclusive statement of the terms of the agreement.	1203

Sec. 1302.23. Unless otherwise agreed:

1204

(A) Payment is due at the time and place at which the buyer	1205
is to receive the goods even though the place of shipment is the	1206
place of delivery; and	1207

(B) if the seller is authorized to send the goods hethe	1208
seller may ship them under reservation, and may tender the	1209
documents of title, but the buyer may inspect the goods after	1210
their arrival before payment is due unless such inspection is	1211
inconsistent with the terms of the contract as provided in section	1212
1302.57 of the Revised Code; and	1213

(C) if delivery is authorized and made by way of documents of	1214
title otherwise than as provided in division (B) of this section,	1215
then payment is due regardless of where the goods are to be	1216
received (1) at the time and place at which the buyer is to	1217
receive delivery of the tangible documents ~~regardless of where the~~	1218
~~goods are to be received~~or (2) at the time the buyer is to	1219
receive delivery of the electronic documents and at the seller's	1220
place of business or if none, the seller's residence; and	1221

(D) where the seller is required or authorized to ship the	1222
goods on credit the credit period runs from the time of shipment	1223
but post-dating the invoice or delaying its dispatch will	1224
correspondingly delay the starting of the credit period.	1225

Sec. 1302.36. (A) Where the contract contemplates overseas	1226
shipment and contains a term C.I.F. or C. & F. or F.O.B. vessel,	1227
the seller unless otherwise agreed must obtain a negotiable bill	1228
of lading stating that the goods have been loaded on board or, in	1229
the case of a term C.I.F. or C.&F., received for shipment.	1230

(B) Where in a case within division (A) of this section, a	1231
tangible bill of lading has been issued in a set of parts, unless	1232
otherwise agreed if the documents are not to be sent from abroad,	1233
the buyer may demand tender of the full set; otherwise only one	1234
part of the bill of lading need be tendered. Even if the agreement	1235
expressly requires a full set:	1236

(1) due tender of a single part is acceptable within the	1237
provisions of section 1302.52 of the Revised Code on cure of	1238
improper delivery; and	1239

(2) even though the full set is demanded, if the documents	1240
are sent from abroad the person tendering an incomplete set may	1241
nevertheless require payment upon furnishing an indemnity which	1242
the buyer in good faith deems adequate.	1243

(C) A shipment by water or by air or a contract contemplating	1244
such shipment is "overseas" insofar as by usage of trade or	1245
agreement it is subject to the commercial, financing, or shipping	1246
practices characteristic of international deep water commerce.	1247

Sec. 1302.42. Each provision of sections 1302.01 to 1302.98	1248
of the Revised Code with regard to the rights, obligations, and	1249
remedies of the seller, the buyer, purchasers, or other third	1250
parties applies irrespective of title to the goods except where	1251
the provision refers to that title. Insofar as situations are not	1252
covered by the other provisions of sections 1302.01 to 1302.98 of	1253
the Revised Code and matters concerning title become material, the	1254
following rules apply:	1255

(A) Title to goods cannot pass under a contract for sale	1256
prior to their identification to the contract pursuant to section	1257
1302.45 of the Revised Code, and unless otherwise explicitly	1258
agreed the buyer acquires by their identification a special	1259
property as limited by Chapters 1301., 1302., 1303., 1304., 1305.,	1260
1307., 1308., 1309., and 1310. of the Revised Code. Any retention	1261
or reservation by the seller of the title (property) in goods	1262
shipped or delivered to the buyer is limited in effect to a	1263
reservation of a security interest. Subject to these provisions	1264
and to the provisions of Chapter 1309. of the Revised Code, title	1265
to goods passes from the seller to the buyer in any manner and on	1266
any conditions explicitly agreed on by the parties.	1267

(B) Unless otherwise explicitly agreed, title passes to the	1268
buyer at the time and place at which the seller completes	1269
performance with reference to the physical delivery of the goods,	1270
despite any reservation of a security interest and even though a	1271
document of title is to be delivered at a different time or place;	1272
and in particular and despite any reservation of a security	1273
interest by the bill of lading:	1274

(1) If the contract requires or authorized the seller to send	1275
the goods to the buyer but does not require the seller to deliver	1276
them at destination, title passes to the buyer at the time and	1277
place of shipment; but	1278

(2) If the contract requires delivery at destination, title	1279
passes on tender there.	1280

(C) Unless otherwise explicitly agreed where delivery is to	1281
be made without moving the goods:	1282

(1) If the seller is to deliver a tangible document of title,	1283
title passes at the time when and the place where the seller	1284
delivers the documents.and if the seller is to deliver an	1285
electronic document of title, title passes when the seller	1286
delivers the document; or	1287

(2) If the goods are at the time of contracting already	1288
identified and no documents of title are to be delivered, title	1289
passes at the time and place of contracting.	1290

(D) A rejection or other refusal by the buyer to receive or	1291
retain the goods, whether or not justified, or a justified	1292
revocation of acceptance revests title to the goods in the seller.	1293
The revesting occurs by operation of law and is not a "sale."	1294

Sec. 1302.44. (A) A purchaser of goods acquires all title	1295
which the transferor had or had power to transfer except that a	1296
purchaser of a limited interest acquires rights only to the extent	1297
of the interest purchased. A person with voidable title has power	1298
to transfer a good title to a good faith purchaser for value. When	1299
goods have been delivered under a transaction of purchase, the	1300
purchaser has such power even though:	1301

(1) The transferor was deceived as to the identity of the	1302
purchaser, or	1303

(2) The delivery was in exchange for a check which is later	1304
dishonored, or	1305

(3) It was agreed that the transaction was to be a "cash	1306
sale", or	1307

(4) The delivery was procured through fraud punishable as	1308
larcenous under the criminal law.	1309

(B) Any entrusting of possession of goods to a merchant who	1310
deals in goods of that kind gives the merchant power to transfer	1311
all rights of the entruster to a buyer in ordinary course of	1312
business.	1313

(C) "Entrusting" includes any delivery and any acquiescence	1314
in retention of possession regardless of any condition expressed	1315
between the parties to the delivery or acquiescence and regardless	1316
of whether the procurement of the entrusting or the possessor's	1317
disposition of the goods have been such as to be larcenous under	1318
the criminal law.	1319

(D) The rights of other purchasers of goods and of lien	1320
creditors are governed by the provisions of Chapter 1309. and	1321
sections ~~1307.01~~1307.102 to ~~1307.40~~1307.603 of the Revised Code.	1322

Sec. 1302.47. (A) Tender of delivery requires that the	1323
seller put and hold conforming goods at the buyer's disposition	1324
and give the buyer any notification reasonably necessary to enable	1325
~~him~~the buyer to take delivery. The manner, time, and place for	1326
tender are determined by the agreement and sections 1302.01 to	1327
1302.98, inclusive, of the Revised Code, and in particular:	1328

(1) tender must be at a reasonable hour, and if it is of	1329
goods they must be kept available for the period reasonably	1330
necessary to enable the buyer to take possession; but	1331

(2) unless otherwise agreed the buyer must furnish facilities	1332
reasonably suited to the receipt of the goods.	1333

(B) Where the case is within section 1302.48 of the Revised	1334
Code respecting shipment, tender requires that the seller comply	1335
with its provisions.	1336

(C) Where the seller is required to deliver at a particular	1337
destination, tender requires that hethe seller comply with	1338
division (A) of this section and also in any appropriate case	1339
tender documents as described in divisions (D) and (E) of this	1340
section.	1341

(D) Where goods are in the possession of a bailee and are to	1342
be delivered without being moved:	1343

(1) tender requires that the seller either tender a	1344
negotiable document of title covering such goods or procure	1345
acknowledgment by the bailee of the buyer's right to possession of	1346
the goods; but	1347

(2) tender to the buyer of a non-negotiable document of title	1348
or of a ~~written direction to~~record directing the bailee to	1349
deliver is sufficient tender unless the buyer seasonably objects,	1350
and except as otherwise provided in Chapter 1309. of the Revised	1351
Code, receipt by the bailee of notification of the buyer's rights	1352
fixes those rights as against the bailee and all third persons;	1353
but risk of loss of the goods and of any failure by the bailee to	1354
honor the non-negotiable document of title or to obey the	1355
direction remains on the seller until the buyer has had a	1356
reasonable time to present the document or direction, and a	1357
refusal by the bailee to honor the document or to obey the	1358
direction defeats the tender.	1359

(E) Where the contract requires the seller to deliver	1360
documents:	1361

(1) hethe seller must tender all such documents in correct	1362
form, except as provided in division (B) of section 1302.36 of the	1363
Revised Code; and	1364

(2) tender through customary banking channels is sufficient	1365
and dishonor of a draft accompanying or associated with the	1366
documents constitutes nonacceptance or rejection.	1367

Sec. 1302.49. (A) Where the seller has identified goods to	1368
the contract by or before shipment:	1369

(1) ~~his~~the seller's procurement of a negotiable bill of	1370
lading to ~~his~~the seller's own order or otherwise reserves in ~~him~~	1371
the seller a security interest in the goods. ~~His~~The seller's	1372
procurement of the bill to the order of a financing agency or of	1373
the buyer indicates in addition only the seller's expectation of	1374
transferring that interest to the person named.	1375

(2) a non-negotiable bill of lading to ~~himself~~the seller's	1376
ownself or ~~his~~the seller's nominee reserves possession of the	1377
goods as security but except in a case of conditional delivery as	1378
provided in section 1302.51 of the Revised Code, a non-negotiable	1379
bill of lading naming the buyer as consignee reserves no security	1380
interest even though the seller retains possession or control of	1381
the bill of lading.	1382

(B) When shipment by the seller with reservation of a	1383
security interest is in violation of the contract for sale it	1384
constitutes an improper contract for transportation within section	1385
1302.48 of the Revised Code but impairs neither the rights given	1386
to the buyer by shipment and identification of the goods to the	1387
contract nor the seller's powers as a holder of a negotiable	1388
document of title.	1389

Sec. 1302.50. (A) A financing agency by paying or purchasing	1390
for value a draft which relates to a shipment of goods acquires to	1391
the extent of the payment or purchase and in addition to its own	1392
rights under the draft and any document of title securing it any	1393
rights of the shipper in the goods including the right to stop	1394
delivery and the shipper's right to have the draft honored by the	1395
buyer.	1396

(B) The right to reimbursement of a financing agency which	1397
has in good faith honored or purchased the draft under commitment	1398
to or authority from the buyer is not impaired by subsequent	1399
discovery of defects with reference to any relevant document which	1400
was apparently regular ~~on its face~~.	1401

Sec. 1302.53. (A) Where the contract requires or authorizes	1402
the seller to ship the goods by carrier:	1403

(1) if it does not require ~~him~~the seller to deliver them at	1404
a particular destination, the risk of loss passes to the buyer	1405
when the goods are duly delivered to the carrier even though the	1406
shipment is under reservation as provided in section 1302.49 of	1407
the Revised Code; but	1408

(2) if it does require ~~him~~the seller to deliver them at a	1409
particular destination and the goods are there duly tendered while	1410
in the possession of the carrier, the risk of loss passes to the	1411
buyer when the goods are there duly so tendered as to enable the	1412
buyer to take delivery.	1413

(B) Where the goods are held by a bailee to be delivered	1414
without being moved, the risk of loss passes to the buyer:	1415

(1) on ~~his~~the buyer's receipt of possession or control of a	1416
negotiable document of title covering the goods; or	1417

(2) on acknowledgment by the bailee of the buyer's right to	1418
possession of the goods; or	1419

(3) after ~~his~~the buyer's receipt of possession or control of	1420
a non-negotiable document of title or other ~~written~~ direction to	1421
deliver in a record, as provided in division (D) (2) of section	1422
1302.47 of the Revised Code.	1423

(C) In any case not within division (A) or (B) of this	1424
section, the risk of loss passes to the buyer on ~~his~~the buyer's	1425
receipt of the goods if the seller is a merchant; otherwise the	1426
risk passes to the buyer on tender of delivery.	1427

(D) The provisions of this section are subject to contrary	1428
agreement of the parties and to the provisions of sections 1302.40	1429
and 1302.54 of the Revised Code.	1430

Sec. 1302.63. (A) The buyer's failure to state in connection	1431
with rejection a particular defect which is ascertainable by	1432
reasonable inspection precludes ~~him~~the buyer from relying on the	1433
unstated defect to justify rejection or to establish breach:	1434

(1) where the seller could have cured it if stated	1435
seasonably; or	1436

(2) between merchants when the seller has after rejection	1437
made a request in writing for a full and final written statement	1438
of all defects on which the buyer proposes to rely.	1439

(B) Payment against documents made without reservation of	1440
rights precludes recovery of the payment for defects apparent on	1441
~~the face of~~in the documents.	1442

Sec. 1302.79. (A) The seller may stop delivery of goods in	1443
the possession of a carrier or other bailee when he discovers the	1444
buyer to be insolvent as provided in section 1302.76 of the	1445
Revised Code and may stop delivery of carload, truckload,	1446
planeload, or larger shipments of express or freight when the	1447
buyer repudiates or fails to make a payment due before delivery or	1448
if for any other reason the seller has a right to withhold or	1449
reclaim the goods.	1450

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

1451

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

1452

(2) acknowledgment to the buyer by any bailee of the goods	1453
except a carrier that the bailee holds the goods for the buyer; or	1454

(3) such acknowledgment to the buyer by a carrier by	1455
reshipment or as ~~warehouseman~~a warehouse; or	1456

(4) negotiation to the buyer of any negotiable document of	1457
title covering the goods.	1458

(C)(1) To stop delivery the seller must so notify as to	1459
enable the bailee by reasonable diligence to prevent delivery of	1460
the goods.	1461

(2) After such notification the bailee must hold and deliver	1462
the goods according to the directions of the seller but the seller	1463
is liable to the bailee for any ensuing charges or damages.	1464

(3) If a negotiable document of title has been issued for	1465
goods the bailee is not obliged to obey a notification to stop	1466
until surrender of possession or control of the document.	1467

(4) A carrier who has issued a non-negotiable bill of lading	1468
is not obliged to obey a notification to stop received from a	1469
person other than the consignor.	1470

Sec. 1303.01. (A) As used in this chapter, unless the	1471
context otherwise requires:	1472

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

1473

(2) "Drawee" means a person ordered in a draft to make	1474
payment.	1475

(3) "Drawer" means a person who signs or is identified in a	1476
draft as a person ordering payment.	1477

(4) ~~"Good faith" means honesty in fact and the observance of~~	1478
~~reasonable commercial standards of fair dealing.~~	1479

~~(5)~~ "Issue" means the first delivery of an instrument by the	1480
maker or drawer to a holder or nonholder for the purpose of giving	1481
rights of the instrument to any person.	1482

~~(6)~~(5) "Issuer" means a maker or drawer of an issued or	1483
unissued instrument.	1484

~~(7)~~(6) "Maker" means a person who signs or is identified in a	1485
note as a person undertaking to pay.	1486

~~(8)~~(7) "Order" means a written instruction to pay money	1487
signed by the person giving the instruction. The instruction may	1488
be addressed to any person, including the person giving the	1489
instruction, or to one or more persons jointly or in the	1490
alternative but not in succession. "Order" does not mean an	1491
authorization to pay unless the person authorized to pay also is	1492
instructed to pay.	1493

~~(9)~~(8) "Ordinary care" in the case of a person engaged in	1494
business means observance of the reasonable commercial standards	1495
that are prevailing in the area in which the person is located	1496
with respect to the business in which the person is engaged. In	1497
the case of a bank that takes an instrument for processing for	1498
collection or payment by automated means, reasonable commercial	1499
standards do not require the bank to examine the instrument if the	1500
failure to examine does not violate the bank's prescribed	1501
procedures, and the bank's procedures do not vary unreasonably	1502
from general banking usage not disapproved by this chapter or	1503
Chapter 1304. of the Revised Code.	1504

~~(10)~~(9) "Party" means a party to an instrument.

1505

~~(11)~~(10) "Promise" means a written undertaking to pay money	1506
that is signed by the person undertaking to pay. "Promise" does	1507
not include an acknowledgment of an obligation by the obligor	1508
unless the obligor also undertakes to pay the obligation.	1509

~~(12)~~(11) "Prove," with respect to a fact, means to meet the	1510
burden of establishing the fact.	1511

~~(13)~~(12) "Remitter" means a person who purchases an	1512
instrument from its issuer if the instrument is payable to an	1513
identified person other than the purchaser.	1514

(B) As used in this chapter:

1515

(1) "Acceptance" has the same meaning as in section 1303.46	1516
of the Revised Code.	1517

(2) "Accommodation party" and "accommodated party" have the	1518
same meanings as in section 1303.59 of the Revised Code.	1519

(3) "Alteration" has the same meaning as in section 1303.50	1520
of the Revised Code.	1521

(4) "Anomalous indorsement," "blank indorsement," and	1522
"special indorsement" have the same meanings as in section 1303.25	1523
of the Revised Code.	1524

(5) "Certificate of deposit," "cashier's check," "check,"	1525
"draft," "instrument," "negotiable instrument," "note," "teller's	1526
check," and "traveler's check" have the same meanings as in	1527
section 1303.03 of the Revised Code.	1528

(6) "Certified check" has the same meaning as in section	1529
1303.46 of the Revised Code.	1530

(7) "Consideration" and "value" have the same meanings as in	1531
section 1303.33 of the Revised Code.	1532

(8) "Holder in due course" has the same meaning as in section	1533
1303.32 of the Revised Code.	1534

(9) "Incomplete instrument" has the same meaning as in	1535
section 1303.11 of the Revised Code.	1536

(10) "Indorsement" and "indorser" have the same meanings as	1537
in section 1303.24 of the Revised Code.	1538

(11) "Negotiation" has the same meaning as in section 1303.21	1539
of the Revised Code.	1540

(12) "Payable at a definite time" and "payable on demand"	1541
have the same meanings as in section 1303.07 of the Revised Code.	1542

(13) "Payable to bearer" and "payable to order" have the same	1543
meanings as in section 1303.10 of the Revised Code.	1544

(14) "Payment" has the same meaning as in section 1303.67 of	1545
the Revised Code.	1546

(15) "Person entitled to enforce" has the same meaning as in	1547
section 1303.31 of the Revised Code.	1548

(16) "Presentment" has the same meaning as in in section	1549
1303.59 of the Revised Code.	1550

(17) "Reacquisition" has the same meaning as in section	1551
1303.27 of the Revised Code.	1552

(18) "Transfer of instrument" has the same meaning as in	1553
section 1303.22 of the Revised Code.	1554

(C) As used in this chapter, "account," "bank," "banking	1555
day," "clearing house," "collecting bank," "customer," "depositary	1556
bank," "documentary draft," "intermediary bank," "item," "midnight	1557
deadline," "payor bank," and "suspends payments" have the same	1558
meanings as in section 1304.01 of the Revised Code.	1559

(D) ~~The terms~~In addition, Chapter 1301. of the Revised Code	1560
contains general definitions and general principles of	1561
construction and interpretation ~~set forth in sections 1301.01 to~~	1562
~~1301.14 of the Revised Code are~~ applicable tothroughout this	1563
chapter.	1564

Sec. 1304.01. (A) As used in sections 1304.01 to 1304.40 of	1565
the Revised Code, unless the context requires otherwise:	1566

(1) "Account" means any deposit or credit account with a	1567
bank, including a demand, time, savings, passbook, share draft, or	1568
similar account, other than an account evidenced by a certificate	1569
of deposit.	1570

(2) "Afternoon" means the period of day between noon and	1571
midnight.	1572

(3) "Banking day" means the part of a day on which a bank is	1573
open to the public for carrying on substantially all of its	1574
banking functions.	1575

(4) "Clearing house" means an association of banks or other	1576
payors regularly clearing items.	1577

(5) "Customer" means a person having an account with a bank	1578
or for whom a bank has agreed to collect items, including a bank	1579
that maintains an account at another bank.	1580

(6) "Documentary draft" means a draft to be presented for	1581
acceptance or payment if specified documents, certified securities	1582
or instructions for uncertificated securities as defined in	1583
section 1308.01 of the Revised Code, or other certificates,	1584
statements, or similar documents are to be received by the drawee	1585
or other payor before acceptance or payment of the draft.	1586

(7) "Draft" means a draft as defined in section 1303.03 of	1587
the Revised Code or an item, other than an instrument, that is an	1588
order.	1589

(8) "Drawee" means a person ordered in a draft to make	1590
payment.	1591

(9) "Item" means an instrument or a promise or order to pay	1592
money handled by a bank for collection or payment. "Item" does not	1593
include a payment order governed by sections 1304.51 to 1304.85 of	1594
the Revised Code, a credit slip, or a debit card slip.	1595

(10) "Midnight deadline," with respect to a bank, is midnight	1596
on its next banking day following the banking day on which it	1597
receives the relevant item or notice or from which the time for	1598
taking action commences to run, whichever is later.	1599

(11) "Settle" means to pay in cash, by clearing house	1600
settlement, in a charge or credit or by remittance, or otherwise	1601
as agreed. A settlement may be either provisional or final.	1602

(12) "Suspends payments" with respect to a bank means that it	1603
has been closed by order of the supervisory authorities, that a	1604
public officer has been appointed to take it over, or that it	1605
ceases or refuses to make payments in the ordinary course of	1606
business.	1607

(B) As used in sections 1304.01 to 1304.40 of the Revised	1608
Code:	1609

(1) "Bank" means a person engaged in the business of banking,	1610
including a savings bank, a savings and loan association, a credit	1611
union, or a trust company.	1612

(2) "Depositary bank" means the first bank to take an item	1613
even though it is also the payor bank, unless the item is	1614
presented for immediate payment over the counter.	1615

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

1616

(4) "Intermediary bank" means a bank to which an item is	1617
transferred in course of collection except the depositary or payor	1618
bank.	1619

(5) "Collecting bank" means a bank handling an item for	1620
collection except the payor bank.	1621

(6) "Presenting bank" means a bank presenting an item except	1622
a payor bank.	1623

(C) As used in sections 1304.01 to 1304.40 of the Revised	1624
Code:	1625

(1) "Acceptance" and "certified check" have the same meanings	1626
as in section 1303.46 of the Revised Code.	1627

(2) "Alteration" has the same meaning as in section 1303.50	1628
of the Revised Code.	1629

(3) "Cashier's check," "certificate of deposit," "check,"	1630
"instrument," and "teller's check" have the same meanings as in	1631
section 1303.03 of the Revised Code.	1632

(4) "~~Good faith," "order~~Control" has the same meaning as in	1633
section 1307.106 of the Revised Code.	1634

(5) "Order," "ordinary care," "promise," and "prove" have the	1635
same meanings as in section 1303.01 of the Revised Code.	1636

~~(5)~~(6) "Holder in due course" has the same meaning as in	1637
section 1303.32 of the Revised Code.	1638

~~(6)~~(7) "Notice of dishonor" has the same meaning as in	1639
section 1303.63 of the Revised Code.	1640

~~(7)~~(8) "Person entitled to enforce" has the same meaning as	1641
in section 1303.31 of the Revised Code.	1642

~~(8)~~(9) "Presentment" has the same meaning as in section	1643
1303.61 of the Revised Code.	1644

~~(9)~~(10) "Unauthorized signature" has the same meaning as in	1645
section 1303.43 of the Revised Code.	1646

(D) ~~The terms~~In addition, Chapter 1301. of the Revised Code	1647
contains general definitions and principles of construction and	1648
interpretation ~~in sections 1301.01 to 1301.14 of the Revised Code~~	1649
~~are~~ applicable tothroughout sections 1304.01 to 1304.40 of the	1650
Revised Code.	1651

Sec. 1304.20. (A) A collecting bank has a security interest	1652
in an item and any accompanying documents or the proceeds of the	1653
item or documents in any of the following manners:	1654

(1) In the case of an item deposited in an account, to the	1655
extent to which credit given for the item has been withdrawn or	1656
applied;	1657

(2) In the case of an item for which it has given credit	1658
available for withdrawal as of right, to the extent of the credit	1659
given, whether or not the credit is drawn upon or there is a right	1660
of charge-back;	1661

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

1662

(B) If credit given for several items received at one time or	1663
pursuant to a single agreement is withdrawn or applied in part,	1664
the security interest remains upon all the items, any accompanying	1665
documents, or the proceeds of either. For the purpose of this	1666
section, credits first given are first withdrawn.	1667

(C) Receipt by a collecting bank of a final settlement for an	1668
item is a realization on its security interest in the item,	1669
accompanying documents, and proceeds. So long as the bank does not	1670
receive final settlement for the item or give up possession of the	1671
item or possession or control of the accompanying documents for	1672
purposes other than collection, the security interest continues to	1673
that extent and is subject to Chapter 1309. of the Revised Code,	1674
except for all of the following:	1675

(1) No security agreement is necessary to make the security	1676
interest enforceable under division (B)(3)(a) of section 1309.203	1677
of the Revised Code.	1678

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

1679

(3) The security interest has priority over conflicting	1680
perfected security interests in the item, accompanying documents,	1681
or proceeds.	1682

Sec. 1304.51. (A) As used in sections 1304.51 to 1304.85 of	1683
the Revised Code:	1684

(1) "Authorized account" means a deposit account of a	1685
customer in a bank designated by the customer as a source of	1686
payment of payment orders issued by the customer to the bank. If a	1687
customer does not so designate an account, any account of the	1688
customer is an authorized account if payment of a payment order	1689
from that account is not inconsistent with a restriction on the	1690
use of that account.	1691

(2) "Bank" means a person engaged in the business of banking	1692
and includes a savings bank, savings and loan association, credit	1693
union, and trust company. A branch or separate office of a bank is	1694
a separate bank for purposes of sections 1304.51 to 1304.85 of the	1695
Revised Code.	1696

(3) "Beneficiary" means the person to be paid by the	1697
beneficiary's bank.	1698

(4) "Beneficiary's bank" means the bank identified in a	1699
payment order in which an account of the beneficiary is to be	1700
credited pursuant to the order or which otherwise is to make	1701
payment to the beneficiary if the order does not provide for	1702
payment to an account.	1703

(5) "Customer" means a person, including a bank, having an	1704
account with a bank or from whom a bank has agreed to receive	1705
payment orders.	1706

(6) "Funds transfer" means the series of transactions,	1707
beginning with the originator's payment order, made for the	1708
purpose of making payment to the beneficiary of the order. "Funds	1709
transfer" includes any payment order issued by the originator's	1710
bank or an intermediary bank intended to carry out the	1711
originator's payment order. A funds transfer is completed by	1712
acceptance by the beneficiary's bank of a payment order for the	1713
benefit of the beneficiary of the originator's payment order.	1714

(7) "Funds-transfer business day" of a receiving bank means	1715
the part of a day during which the receiving bank is open for the	1716
receipt, processing, and transmittal of payment orders and	1717
cancellations and amendments of payment orders.	1718

(8) "Funds-transfer system" means a wire transfer network,	1719
automated clearing house, or other communication system of a	1720
clearing house or other association of banks through which a	1721
payment order by a bank may be transmitted to the bank to which	1722
the order is addressed.	1723

(9) ~~"Good faith" means honesty in fact and the observance of~~	1724
~~reasonable commercial standards of fair dealing.~~	1725

~~(10)~~ "Intermediary bank" means a receiving bank other than	1726
the originator's bank or the beneficiary's bank.	1727

~~(11)~~(10) "Originator" means the sender of the first payment	1728
order in a funds transfer.	1729

~~(12)~~(11) "Originator's bank" means the receiving bank to	1730
which the payment order of the originator is issued if the	1731
originator is not a bank, or the originator if the originator is a	1732
bank.	1733

~~(13)~~(12)(a) "Payment order" means an instruction of a sender	1734
to a receiving bank, transmitted orally, electronically, or in	1735
writing, to pay, or to cause another bank to pay, a fixed or	1736
determinable amount of money to a beneficiary if all of the	1737
following apply:	1738

(i) The instruction does not state a condition to payment to	1739
the beneficiary other than time of payment.	1740

(ii) The receiving bank is to be reimbursed by debiting an	1741
account of, or otherwise receiving payment from, the sender.	1742

(iii) The instruction is transmitted by the sender directly	1743
to the receiving bank or to an agent, funds-transfer system, or	1744
communication system for transmittal to the receiving bank.	1745

(b) If the instruction complying with division (A)~~(13)~~(12)(a)	1746
of this section is to make more than one payment to a beneficiary,	1747
the instruction is a separate payment order with respect to each	1748
payment.	1749

(c) A payment order is issued when it is sent to the	1750
receiving bank.	1751

~~(14)~~(13) "Prove," with respect to a fact, means to meet the	1752
burden of establishing the fact.	1753

~~(15)~~(14) "Receiving bank" means the bank to which the	1754
sender's instruction is addressed.	1755

~~(16)~~(15) "Sender" means the person giving the instruction to	1756
the receiving bank.	1757

(B) Other definitions applying to sections 1304.51 to 1304.85	1758
of the Revised Code are:	1759

(1) "Acceptance" as defined in section 1304.64 of the Revised	1760
Code;	1761

(2) "Executed" as defined in section 1304.68 of the Revised	1762
Code;	1763

(3) "Execution date" as defined in section 1304.68 of the	1764
Revised Code;	1765

(4) "Funds-transfer system rule" as defined in section	1766
1304.79 of the Revised Code;	1767

(5) "Payment by beneficiary's bank to beneficiary" as defined	1768
in section 1304.77 of the Revised Code;	1769

(6) "Payment by originator to beneficiary" as defined in	1770
section 1304.78 of the Revised Code;	1771

(7) "Payment by sender to receiving bank" as defined in	1772
section 1304.75 of the Revised Code;	1773

(8) "Payment date" as defined in section 1304.73 of the	1774
Revised Code;	1775

(9) "Security procedure" as defined in section 1304.56 of the	1776
Revised Code.	1777

(C) As used in sections 1304.51 to 1304.85 of the Revised	1778
Code, "clearing house," "item," and "suspends payments" have the	1779
same meanings as in section 1304.01 of the Revised Code.	1780

(D) ~~The terms~~In addition, Chapter 1301. of the Revised Code	1781
contains general definitions and principles of construction and	1782
interpretation ~~set forth in sections 1301.01 to 1301.14 of the~~	1783
~~Revised Code are~~ applicable tothroughout sections 1304.51 to	1784
1304.85 of the Revised Code.	1785

Sec. 1304.53. (A) The time of receipt of a payment order or	1786
communication canceling or amending a payment order is determined	1787
by the rules applicable to receipt of a notice as provided in	1788
~~division (AA) of~~ section ~~1301.01~~1301.202 of the Revised Code. A	1789
receiving bank may fix a cut-off time or times on a funds-transfer	1790
business day for the receipt and processing of payment orders and	1791
communications canceling or amending payment orders. Different	1792
cut-off times may apply to payment orders, cancellations, or	1793
amendments, or to different categories of payment orders,	1794
cancellations, or amendments. A cut-off time may apply to senders	1795
generally or different cut-off times may apply to different	1796
senders or categories of payment orders. If a payment order or	1797
communication canceling or amending a payment order is received	1798
after the close of a funds-transfer business day or after the	1799
appropriate cut-off time on a funds-transfer business day, the	1800
receiving bank may treat the payment order or communication as	1801
received at the opening of the next funds-transfer business day.	1802

(B) If sections 1304.51 to 1304.85 of the Revised Code refer	1803
to an execution date or payment date or state a day on which a	1804
receiving bank is required to take action, and the date or day	1805
does not fall on a funds-transfer business day, the next day that	1806
is a funds-transfer business day is treated as the date or day	1807
stated, unless the contrary is stated in these sections.	1808

Sec. 1304.59. (A) If a receiving bank accepts a payment	1809
order issued in the name of its customer as sender which is not	1810
authorized and not effective as the order of the customer under	1811
section 1304.57 of the Revised Code, or not enforceable, in whole	1812
or in part, against the customer under section 1304.58 of the	1813
Revised Code, the bank shall refund any payment of the payment	1814
order received from the customer to the extent the bank is not	1815
entitled to enforce payment and shall pay interest on the	1816
refundable amount calculated from the date the bank received	1817
payment to the date of the refund. The customer is not entitled to	1818
interest from the bank on the amount to be refunded if the	1819
customer fails to exercise ordinary care to determine that the	1820
order was not authorized by the customer and to notify the bank of	1821
the relevant facts within a reasonable time not exceeding ninety	1822
days after the date the customer received notification from the	1823
bank that the order was accepted or that the customer's account	1824
was debited with respect to the order. The bank is not entitled to	1825
any recovery from the customer on account of a failure by the	1826
customer to give notification as stated in this section.	1827

(B) Reasonable time under division (A) of this section may be	1828
fixed by agreement as provided in division ~~(A)~~(B) of section	1829
~~1301.10~~1301.302 of the Revised Code, but the obligation of a	1830
receiving bank to refund payment as provided in division (A) of	1831
this section may not otherwise be varied by agreement.	1832

Sec. 1305.02. (A) This chapter applies to letters of credit	1833
and to certain rights and obligations arising out of transactions	1834
involving letters of credit.	1835

(B) The statement of a rule in this chapter does not by	1836
itself require, imply, or negate application of the same or a	1837
different rule to a situation not provided for, or to a person not	1838
specified, in this chapter.	1839

(C) With the exception of this division, divisions (A) and	1840
(D) of this section, divisions (A)(9) and (10) of section 1305.01,	1841
division (D) of section 1305.05, and division (D) of section	1842
1305.13, and except to the extent prohibited in ~~division (C) of~~	1843
section ~~1301.02~~1301.302 and division (D) of section 1305.16 of	1844
the Revised Code, the effect of this chapter may be varied by	1845
agreement or by a provision stated or incorporated by reference in	1846
an undertaking. A term in an agreement or undertaking generally	1847
excusing liability or generally limiting remedies for failure to	1848
perform obligations is not sufficient to vary obligations	1849
prescribed by this chapter.	1850

(D) Rights and obligations of an issuer to a beneficiary or a	1851
nominated person under a letter of credit are independent of the	1852
existence, performance, or nonperformance of a contract or	1853
arrangement out of which the letter of credit arises or which	1854
underlies it, including contracts or arrangements between the	1855
issuer and the applicant and between the applicant and the	1856
beneficiary.	1857

Sec. 1306.02. (A) Except as provided in division (B) of this	1858
section, sections 1306.01 to 1306.23 of the Revised Code apply to	1859
electronic records and electronic signatures relating to a	1860
transaction.	1861

(B) Sections 1306.01 to 1306.23 of the Revised Code do not	1862
apply to a transaction to the extent it is governed by any of the	1863
following:	1864

(1) A law governing the creation and execution of wills,	1865
codicils, or testamentary trusts;	1866

(2) Chapter 1301., except ~~sections 1301.07 and 1301.12~~	1867
section 1301.306, and Chapters 1303., 1304., 1305., 1307., 1308.,	1868
and 1309. of the Revised Code.	1869

Sec. 1306.15. (A) As used in this section, "transferable	1870
record" means an electronic record that satisfies both of the	1871
following:	1872

(1) The transferable record would be a note under Chapter	1873
1303. or a document under Chapter 1307. of the Revised Code, if	1874
the electronic record were in writing.	1875

(2) The issuer of the electronic record expressly has agreed	1876
that it is a transferable record.	1877

(B) A person has control of a transferable record if a system	1878
employed for evidencing the transfer of interests in the	1879
transferable record reliably establishes that person as the person	1880
to which the transferable record was issued or transferred.	1881

(C) A system satisfies division (B) of this section, and a	1882
person is deemed to have control of a transferable record, if the	1883
transferable record is created, stored, and assigned in such a	1884
manner that satisfies all of the following:	1885

(1) A single authoritative copy of the transferable record	1886
exists that is unique, identifiable, and, except as provided in	1887
divisions (C)(4) to (6) of this section, unalterable.	1888

(2) The authoritative copy identifies the person asserting	1889
control as either of the following:	1890

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

1891

(b) If the authoritative copy indicates that the transferable	1892
record has been transferred, the person to which the transferable	1893
record most recently was transferred.	1894

(3) The authoritative copy is communicated to and maintained	1895
by the person asserting control or its designated custodian.	1896

(4) Copies or revisions that add or change an identified	1897
assignee of the authoritative copy may be made only with the	1898
consent of the person asserting control.	1899

(5) Each copy of the authoritative copy and any copy of a	1900
copy is readily identifiable as a copy that is not the	1901
authoritative copy.	1902

(6) Any revision of the authoritative copy is readily	1903
identifiable as authorized or unauthorized.	1904

(D)(1) Except as otherwise agreed, a person having control of	1905
a transferable record is the holder, as defined in section ~~1301.01~~	1906
1301.201 of the Revised Code, of the transferable record and has	1907
the same rights and defenses as a holder of an equivalent record	1908
or writing under the uniform commercial code. If the applicable	1909
statutory requirements under section 1303.32, ~~1307.29~~1307.501, or	1910
1309.27 of the Revised Code are satisfied, these rights and	1911
defenses include the rights and defenses of a holder in due	1912
course, a holder to which a negotiable document of title has been	1913
duly negotiated, or a purchaser, respectively.	1914

(2) Delivery, possession, and indorsement are not required to	1915
obtain or exercise any of the rights under division (D)(1) of this	1916
section.	1917

(E) Except as otherwise agreed, an obligor under a	1918
transferable record has the same rights and defenses as an	1919
equivalent obligor under equivalent records or writings under the	1920
uniform commercial code.	1921

(F)(1) If requested by a person against which enforcement is	1922
sought, the person seeking to enforce the transferable record	1923
shall provide reasonable proof that the person is in control of	1924
the transferable record.	1925

(2) Proof required by division (F)(1) of this section may	1926
include access to the authoritative copy of the transferable	1927
record and related business records sufficient to review the terms	1928
of the transferable record and to establish the identity of the	1929
person having control of the transferable record.	1930

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

1931

(A) This chapter may be cited as "Uniform Commercial Code,	1932
documents of title."	1933

(B) This chapter uses the numbering system of the national	1934
conference of commissioners on uniform state laws. The digits to	1935
the right of the decimal point are sequential and not supplemental	1936
to any preceding Revised Code section.	1937

~~Sec. 1307.01.~~ Sec. 1307.102. ~~(A)~~Definitions and index of	1938
definitions [UCC 7-102]	1939

(A) As used in sections ~~1307.01~~1307.101 to ~~1307.40~~1307.603	1940
of the Revised Code, unless the context otherwise requires:	1941

(1) "Bailee" means ~~the~~a person ~~who~~that by a warehouse	1942
receipt, bill of lading, or other document of the title	1943
acknowledges possession of goods and contracts to deliver them.	1944

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

1945

(3) "Consignee" means ~~the~~a person named in a bill of lading	1946
to ~~whom~~which or to whose order the bill promises delivery.	1947

~~(3)~~(4) "Consignor" means ~~the~~a person named in a bill of	1948
lading as the person from ~~whom~~which the goods have been received	1949
for shipment.	1950

~~(4)~~(5) "Delivery order" means a ~~written~~record that contains	1951
an order to deliver goods directed to a ~~warehouseman~~warehouse,	1952
carrier, or other person ~~who~~that in the ordinary course of	1953
business issues warehouse receipts or bills of lading.	1954

~~(5) "Document" means document of title as defined in division~~	1955
~~(O) of section 1301.01 of the Revised Code.~~	1956

(6) "Good faith" means honesty in fact and the observance of	1957
reasonable commercial standards of fair dealing.	1958

(7) "Goods" means all things ~~which~~that are treated as	1959
~~removable~~movable for the purposes of a contract of storage or	1960
transportation.	1961

~~(7)~~(8) "Issuer" means a bailee ~~who~~that issues a document	1962
~~except that~~of title or, in ~~relation to~~the case of an unaccepted	1963
delivery order ~~it means~~, the person ~~who~~that orders the possessor	1964
of goods to deliver. ~~Issuer~~The term includes ~~any~~a person for	1965
~~whom~~which an agent or employee purports to act in issuing a	1966
document if the agent or employee has real or apparent authority	1967
to issue documents, ~~notwithstanding that~~even if the issuer	1968
~~received no~~did not receive any goods ~~or that~~, the goods were	1969
misdescribed, or ~~that~~ in any other respect the agent or employee	1970
violated ~~his~~the issuer's instructions.	1971

~~(8)~~(9) "Person entitled under the document" means the holder,	1972
in the case of a negotiable document of title, or the person to	1973
which delivery of the goods is to be made by the terms of, or	1974
pursuant to instructions in a record under, a nonnegotiable	1975
document of title.	1976

(10) "Record" means information that is inscribed on a	1977
tangible medium or that is stored in an electronic or other medium	1978
and is retrievable in perceivable form.	1979

(11) "Sign" means, with present intent to authenticate or	1980
adopt a record:	1981

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

1982

(b) To attach to or logically associate with the record an	1983
electronic sound, symbol, or process.	1984

(12) "Shipper" means a person that enters into a contract of	1985
transportation with a carrier.	1986

(13) "~~Warehouseman~~Warehouse" ismeans a person engaged in	1987
the business of storing of goods for hire.	1988

(B) ~~Other definitions applying to sections 1307.01 to 1307.40~~	1989
~~of the Revised Code are:~~	1990

~~(1) "Duly negotiate, as defined in section 1307.29 of the~~	1991
~~Revised Code;~~	1992

~~(2) "Person entitled under the document," as defined in~~	1993
~~section 1307.27 of the Revised Code.~~	1994

~~(C)~~ As used in sections ~~1307.01~~1307.101 to ~~1307.40~~1307.603	1995
of the Revised Code, "contract for sale" and "receipt" of goods	1996
have the meaning set forth in section 1302.01 of the Revised Code,	1997
and "~~overseas~~lessee in ordinary course of business" has the	1998
meaning set forth in section ~~1302.36~~1310.01 of the Revised Code.	1999

~~(D) The terms~~(C) In addition, Chapter 1301. of the Revised	2000
Code contains general definitions and principles of construction	2001
and interpretation ~~contained in sections 1301.01 to 1301.14 of the~~	2002
~~Revised Code are~~ applicable ~~to sections 1307.01 to 1307.40 of the~~	2003
~~Revised Code~~throughout this chapter.	2004

~~Sec. 1307.02.~~ Sec. 1307.103. ~~Sections 1307.01~~Relation of Chapter	2005
1307. of the Revised Code to Treaties, Statutes, or Rules [UCC	2006
7-103]	2007

(A) Sections 1307.101 to 1307.603 of the Revised Code are	2008
subject to any treaty or statute of the United States or	2009
regulatory statute of this state to the extent the treaty,	2010
statute, or regulatory statute is applicable.	2011

(B) Sections 1307.101 to ~~1307.40, inclusive,~~1307.603 of the	2012
Revised Code do not ~~repeal or~~ modify or repeal any ~~laws~~law	2013
prescribing the form or contents of ~~documents~~a document of title	2014
or the services or facilities to be afforded by ~~bailees~~a bailee,	2015
or otherwise regulating ~~bailees'~~a bailee's businesses in respects	2016
not specifically ~~dealt with herein; but the fact that~~treated in	2017
those sections. However, violation of such ~~laws are violated~~a law	2018
does not affect the status of a document of title ~~which~~that	2019
otherwise ~~complies with~~is within the definition of a document of	2020
title ~~set forth in division (O) of section 1301.01 of the Revised~~	2021
~~Code~~.	2022

(C) Sections 1307.101 to 1307.603 of the Revised Code modify,	2023
limit, and supersede the federal "Electronic Signatures in Global	2024
and National Commerce Act," 15 U.S.C. section 7001, et seq., but	2025
do not modify, limit, or supersede section 101(c) of that act (15	2026
U.S.C. section 7001(c)) or authorize electronic delivery of any of	2027
the notices described in section 103(b) of that act (15 U.S.C.	2028
section 7003(b)).	2029

(D) To the extent there is a conflict between Chapters 1306.	2030
and 1307. of the Revised Code, Chapter 1307. of the Revised Code	2031
governs.	2032

~~Sec. 1307.04.~~ Sec. 1307.104. ~~(A) A warehouse receipt, bill of~~	2033
~~lading, or other~~Negotiable and nonnegotiable document of title	2034
[UCC 7-104]	2035

(A) Except as otherwise provided in division (C) of this	2036
section, a document of title is negotiable:	2037

~~(1)~~ if by its terms the goods are to be delivered to bearer	2038
or to the order of a named person~~; or~~	2039

~~(2) where recognized in overseas trade, if it runs to a named~~	2040
~~person or assigns~~.	2041

(B) ~~Any other~~A document other than the one described in	2042
division (A) of this section is ~~non-negotiable~~nonnegotiable. A	2043
bill of lading ~~in which it is stated~~that states that the goods	2044
are consigned to a named person is not made negotiable by a	2045
provision that the goods are to be delivered only against a	2046
~~written~~an order in a record signed by the same or another named	2047
person.	2048

(C) A document of title is nonnegotiable if, at the time it	2049
is issued, the document has a conspicuous legend, however	2050
expressed, that it is nonnegotiable.	2051

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

2052

(A) Upon request of a person entitled under an electronic	2053
document of title, the issuer of the electronic document may issue	2054
a tangible document of title as a substitute for the electronic	2055
document if:	2056

(1) The person entitled under the electronic document	2057
surrenders control of the document to the issuer; and	2058

(2) The tangible document when issued contains a statement	2059
that it is issued in substitution for the electronic document.	2060

(B) Upon issuance of a tangible document of title in	2061
substitution for an electronic document of title in accordance	2062
with division (A) of this section:	2063

(1) The electronic document ceases to have any effect or	2064
validity; and	2065

(2) The person that procured issuance of the tangible	2066
document warrants to all subsequent persons entitled under the	2067
tangible document that the warrantor was a person entitled under	2068
the electronic document when the warrantor surrendered control of	2069
the electronic document to the issuer.	2070

(C) Upon request of a person entitled under a tangible	2071
document of title, the issuer of the tangible document may issue	2072
an electronic document of title as a substitute for the tangible	2073
document if:	2074

(1) The person entitled under the tangible document	2075
surrenders possession of the document to the issuer; and	2076

(2) The electronic document when issued contains a statement	2077
that it is issued in substitution for the tangible document.	2078

(D) Upon issuance of an electronic document of title in	2079
substitution for a tangible document of title in accordance with	2080
division (C) of this section:	2081

(1) The tangible document ceases to have any effect or	2082
validity; and	2083

(2) The person that procured issuance of the electronic	2084
document warrants to all subsequent persons entitled under the	2085
electronic document that the warrantor was a person entitled under	2086
the tangible document when the warrantor surrendered possession of	2087
the tangible document to the issuer.	2088

Sec. 1307.106. Control of electronic document of title [UCC	2089
7-106]	2090

(A) A person has control of an electronic document of title	2091
if a system employed for evidencing the transfer of interests in	2092
the electronic document reliably establishes that person as the	2093
person to which the electronic document was issued or transferred.	2094

(B) A system satisfies division (A) of this section, and a	2095
person is deemed to have control of an electronic document of	2096
title, if the document is created, stored, and assigned in such a	2097
manner that:	2098

(1) A single authoritative copy of the document exists which	2099
is unique, identifiable, and, except as otherwise provided in	2100
divisions (B)(4), (5), and (6) of this section, unalterable;	2101

(2) The authoritative copy identifies the person asserting	2102
control as:	2103

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

2104

(b) If the authoritative copy indicates that the document has	2105
been transferred, the person to which the document was most	2106
recently transferred.	2107

(3) The authoritative copy is communicated to and maintained	2108
by the person asserting control or its designated custodian;	2109

(4) Copies or amendments that add or change an identified	2110
assignee of the authoritative copy can be made only with the	2111
consent of the person asserting control;	2112

(5) Each copy of the authoritative copy and any copy of a	2113
copy is readily identifiable as a copy that is not the	2114
authoritative copy; and	2115

(6) Any amendment of the authoritative copy is readily	2116
identifiable as authorized or unauthorized.	2117

~~Sec. 1307.06.~~ Sec. 1307.201. ~~(A)~~Person that may issue a warehouse	2118
receipt; storage under bond [UCC 7-201]	2119

(A) A warehouse receipt may be issued by any ~~warehouseman~~	2120
warehouse.	2121

(B) ~~Where~~If goods, including distilled spirits and	2122
agricultural commodities, are stored under a statute requiring a	2123
bond against withdrawal or a license for the issuance of receipts	2124
in the nature of warehouse receipts, a receipt issued for the	2125
goods ~~has like effect as~~is deemed to be a warehouse receipt even	2126
~~though~~if issued by a person ~~who~~that is the owner of the goods	2127
and is not a ~~warehouseman~~warehouse.	2128

~~Sec. 1307.07.~~ Sec. 1307.202. ~~(A)~~Form of warehouse receipt; effect	2129
of omission [UCC 7-202]	2130

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

2131

(B) Unless a warehouse receipt ~~embodies within its written or~~	2132
~~printed terms~~provides for each of the following, the ~~warehouser~~	2133
warehouse is liable for damages caused by the omission to a person	2134
injured by ~~the~~its omission:	2135

(1) ~~The~~A statement of the location of the warehouse facility	2136
where the goods are stored;	2137

(2) The date of issue of the receipt;

2138

(3) The ~~consecutive number~~unique identification code of the	2139
receipt;	2140

(4) A statement whether the goods received will be delivered	2141
to the bearer, to a ~~specified~~named person, or to a named person	2142
or its order;	2143

(5) The rate of storage and handling charges, ~~except that, if~~	2144
unless goods are stored under a field warehousing arrangement, in	2145
which case a statement of that fact is sufficient on a	2146
~~non-negotiable~~nonnegotiable receipt;	2147

(6) A description of the goods or of the packages containing	2148
them;	2149

(7) The signature of the ~~warehouser~~warehouse, ~~which may be~~	2150
~~made by the warehouser's authorized~~or its agent;	2151

(8) If the receipt is issued for goods ~~of which~~that the	2152
~~warehouser is owner~~warehouse owns, either solely or, jointly, or	2153
in common with others, a statement of the fact of that ownership;	2154
and	2155

(9) A statement of the amount of advances made and of	2156
liabilities incurred for which the ~~warehouser~~warehouse claims a	2157
lien or security interest, ~~pursuant to section 1307.14 of the~~	2158
~~Revised Code. If~~unless the precise amount of the advances made or	2159
~~of the~~ liabilities incurred is, at the time of the issue of the	2160
receipt, unknown to the ~~warehouser~~warehouse or to ~~the~~	2161
~~warehouser's~~its agent ~~who issues it~~that issued the receipt, in	2162
which case a statement of the fact that advances have been made or	2163
liabilities incurred and the purpose of the advances or	2164
liabilities is sufficient.	2165

(C) A ~~warehouser~~warehouse may insert in ~~the warehouser's~~its	2166
receipt any ~~other~~ terms that are not contrary to the provisions of	2167
Chapters 1301., 1302., 1303., 1304., 1305., 1307., 1308., 1309.,	2168
and 1310. of the Revised Code and do not impair ~~the warehouser's~~	2169
its obligation of delivery~~, as set forth in~~under section ~~1307.27~~	2170
1307.403 of the Revised Code, or ~~the warehouser's~~its duty of	2171
care~~, as set forth in~~under section ~~1307.09~~1307.204 of the	2172
Revised Code. Any contrary provisions ~~shall be~~is ineffective.	2173

~~Sec. 1307.08.~~ Sec. 1307.203. ALiability for nonreceipt or	2174
misdescription [UCC 7-203]	2175

A party to or purchaser for value in good faith of a document	2176
of title, other than a bill of lading ~~relying in either case~~, that	2177
relies upon the description ~~therein~~ of the goods in the document	2178
may recover from the issuer damages caused by the ~~non-receipt~~	2179
nonreceipt or misdescription of the goods, except to the extent	2180
that ~~the~~:	2181

(A) The document conspicuously indicates that the issuer does	2182
not know whether ~~any~~all or part ~~or all~~ of the goods in fact were	2183
received or conform to the description, such as ~~where~~a case in	2184
which the description is in terms of marks or labels or kind,	2185
quantity, or condition, or the receipt or description is qualified	2186
by "contents, condition, and quality unknown", "said to contain",	2187
or ~~the like~~words of similar import, if such indication beis	2188
true,; or ~~the~~	2189

(B) The party or purchaser otherwise has notice of the	2190
nonreceipt or misdescription.	2191

~~Sec. 1307.09.~~ Sec. 1307.204. ~~(A)~~Duty of care; contractual	2192
limitation of warehouse's liability [UCC 7-204]	2193

(A) A ~~warehouseman~~warehouse is liable for damages for loss	2194
of or injury to the goods caused by ~~his~~its failure to exercise	2195
~~such~~ care inwith regard to ~~them as~~the goods that a reasonably	2196
careful ~~man~~person would exercise under ~~like~~similar circumstances	2197
~~but unless~~. Unless otherwise agreed he, the warehouse is not	2198
liable for damages ~~which~~that could not have been avoided by the	2199
exercise of ~~such~~that care.	2200

(B) Damages may be limited by a term in the warehouse receipt	2201
or storage agreement limiting the amount of liability in case of	2202
loss or damage~~, and setting forth a specific liability per article~~	2203
~~or item, or value per unit of weight,~~ beyond which the	2204
~~warehouseman shall~~warehouse is not be liable~~; provided, that such~~	2205
~~liability may on written~~. Such a limitation is not effective with	2206
respect to the warehouse's liability for conversion to its own	2207
use. On request of the bailor in a record at the time of signing	2208
~~such~~the storage agreement or within a reasonable time after	2209
receipt of the warehouse receipt, the warehouse's liability may be	2210
increased on part or all of the goods ~~thereunder, in which~~covered	2211
by the storage agreement or warehouse receipt. In this event,	2212
increased rates may be charged based on ~~such~~an increased	2213
valuation~~, but that no such increase shall be permitted contrary~~	2214
~~to a lawful limitation of liability contained in the~~	2215
~~warehouseman's tariff, if any. No such limitation is effective~~	2216
~~with respect to the warehouseman's liability for conversion to his~~	2217
~~own use~~goods.	2218

(C) Reasonable provisions as to the time and manner of	2219
presenting claims and ~~instituting~~commencing actions based on the	2220
bailment may be included in the warehouse receipt or ~~tariff~~	2221
storage agreement.	2222

~~Sec. 1307.10.~~ Sec. 1307.205. ATitle under warehouse receipt	2223
defeated in certain cases [UCC 7-205]	2224

A buyer in the ordinary course of business of fungible goods	2225
sold and delivered by a ~~warehouseman who~~warehouse that is also in	2226
the business of buying and selling such goods takes the goods free	2227
of any claim under a warehouse receipt even ~~though it~~if the	2228
receipt is negotiable and has been duly negotiated.	2229

~~Sec. 1307.11.~~ Sec. 1307.206. ~~(A)~~Termination of storage at	2230
warehouse's option [UCC 7-206]	2231

(A) A ~~warehouseman may on notifying~~warehouse, by giving	2232
notice to the person on whose account the goods are held and any	2233
other ~~persons~~person known to claim an interest in the goods, may	2234
require payment of any charges and removal of the goods from the	2235
warehouse at the termination of the period of storage fixed by the	2236
document of title, or, if noa period is not fixed, within a	2237
stated period not less than thirty days after the ~~notification~~	2238
warehouse gives notice. If the goods are not removed before the	2239
date specified in the ~~notification~~notice, the ~~warehouseman~~	2240
warehouse may sell them ~~in accordance with the provisions of~~	2241
pursuant to section ~~1307.15~~1307.210 of the Revised Code on	2242
~~enforcement of a warehouseman's lien~~.	2243

(B) If a ~~warehouseman~~warehouse in good faith believes that	2244
the goods are about to deteriorate or decline in value to less	2245
than the amount of ~~his~~its lien within the time prescribed in	2246
division (A) of this section ~~for notification, advertisement, and~~	2247
~~sale~~and section 1307.210 of the Revised Code, the ~~warehouseman~~	2248
warehouse may specify in the ~~notification~~notice given under	2249
division (A) of this section any reasonable shorter time for	2250
removal of the goods and ~~in case~~, if the goods are not removed,	2251
may sell them at public sale held not less than one week after a	2252
single advertisement or posting.	2253

(C) If, as a result of a quality or condition of the goods of	2254
which the ~~warehouseman had no~~warehouse did not have notice at the	2255
time of deposit, the goods are a hazard to other property ~~or to~~,	2256
the warehouse facilities, or toother persons, the ~~warehouseman~~	2257
warehouse may sell the goods at public or private sale without	2258
advertisement or posting on reasonable notification to all persons	2259
known to claim an interest in the goods. If the ~~warehouseman~~	2260
warehouse, after a reasonable effort, is unable to sell the goods	2261
he, it may dispose of them in any lawful manner and ~~shall~~does not	2262
incur no liability by reason of ~~such~~that disposition.	2263

(D) ~~The warehouseman must~~A warehouse shall deliver the goods	2264
to any person entitled to them under sections ~~1307.01~~1307.101 to	2265
~~1307.40, inclusive,~~1307.603 of the Revised Code, upon due demand	2266
made at any time ~~prior to~~before sale or other disposition under	2267
this section.	2268

(E) ~~The warehouseman~~A warehouse may satisfy ~~his~~its lien	2269
from the proceeds of any sale or disposition under this section	2270
but ~~must~~shall hold the balance for delivery on the demand of any	2271
person to ~~whom he~~which it would have been bound to deliver the	2272
goods.	2273

~~Sec. 1307.12.~~ Sec. 1307.207. ~~(A)~~Goods must be kept separate;	2274
fungible goods [UCC 7-207]	2275

(A) Unless the warehouse receipt provides otherwise ~~provides~~,	2276
a ~~warehouseman must~~warehouse shall keep separate the goods	2277
covered by each receipt so as to permit at all times	2278
identification and delivery of those goods ~~except that~~. However,	2279
different lots of fungible goods may be commingled.	2280

(B) ~~Fungible~~If different lots of fungible goods soare	2281
commingled, the goods are owned in common by the persons entitled	2282
thereto and the ~~warehouseman~~warehouse is severally liable to each	2283
owner for that owner's share. ~~Where~~If, because of overissue, a	2284
mass of fungible goods is insufficient to meet all the receipts	2285
~~which~~ the ~~warehouseman~~warehouse has issued against it, the	2286
persons entitled include all holders to ~~whom~~which overissued	2287
receipts have been duly negotiated.	2288

~~Sec. 1307.13.~~ Sec. 1307.208. ~~Where~~Altered warehouse receipts [UCC	2289
7-208]	2290

If a blank in a negotiable tangible warehouse receipt has	2291
been filled in without authority, a good faith purchaser for value	2292
and without notice of the ~~want~~lack of authority may treat the	2293
insertion as authorized. Any other unauthorized alteration leaves	2294
any tangible or electronic warehouse receipt enforceable against	2295
the issuer according to its original tenor.	2296

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

2297

(A) A ~~warehouser~~warehouse has a lien against the bailor on	2298
the goods covered by a warehouse receipt or storage agreement or	2299
on the proceeds thereof in ~~the warehouser's~~its possession for	2300
charges for storage or transportation, including demurrage and	2301
terminal charges, insurance, labor, or other charges, present or	2302
future, in relation to the goods, and for expenses necessary for	2303
preservation of the goods or reasonably incurred in their sale	2304
pursuant to law. If the person on whose account the goods are held	2305
is liable for ~~like~~similar charges or expenses in relation to	2306
other goods whenever deposited and it is stated in the warehouse	2307
receipt or storage agreement that a lien is claimed for charges	2308
and expenses in relation to other goods, the ~~warehouser~~warehouse	2309
also has a lien against the ~~person~~goods covered by the warehouse	2310
receipt or storage agreement or on the proceeds thereof in its	2311
possession for ~~such~~those charges and expenses, whether or not the	2312
other goods have been delivered by the ~~warehouser~~warehouse. ~~But~~	2313
However, as against a person to ~~whom~~which a negotiable warehouse	2314
receipt is duly negotiated, a ~~warehouser's~~warehouse's lien is	2315
limited to charges in an amount or at a rate specified onin the	2316
warehouse receipt or, if no charges are so specified ~~then~~, to a	2317
reasonable charge for storage of the specific goods covered by the	2318
receipt subsequent to the date of the receipt.	2319

(B) The ~~warehouser~~warehouse may also reserve a security	2320
interest against the bailor for athe maximum amount specified on	2321
the receipt for charges other than those specified in division (A)	2322
of this section, such as for money advanced and interest. ~~Such a~~	2323
The security interest is governed by Chapter 1309. of the Revised	2324
Code.	2325

(C) A ~~warehouser's~~warehouse's lien for charges and expenses	2326
under division (A) of this section, or a security interest under	2327
division (B) of this section is also effective against any person	2328
~~who~~that so entrusted the bailor with possession of the goods that	2329
a pledge of them by the bailor to a good faith purchaser for value	2330
would have been valid ~~but~~. However, the lien or security interest	2331
is not effective against a person ~~as to whom the~~that before	2332
issuance of a document ~~confers no right~~had a legal interest or a	2333
perfected security interest in the goods ~~covered by it~~and that	2334
did not:	2335

(1) Deliver or entrust the goods or any document covering the	2336
goods to the bailor or the balior's nominee with:	2337

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

2338

(b) Power to obtain delivery under section ~~1307.31~~1307.403	2339
of the Revised Code; or	2340

(c) Power of disposition under section 1302.44, 1309.320,	2341
division (B) of section 1310.32, or division (B) of section	2342
1310.33 of the Revised Code, or other statute or rule of law.	2343

(2) Acquiesce in the procurement by the bailor or its nominee	2344
of any document.	2345

(D) A warehouse's lien on household goods for charges and	2346
expenses in relation to the goods under division (A) of this	2347
section is also effective against all persons if the depositor was	2348
the legal possessor of the goods at the time of deposit. In this	2349
division, "household goods" means furniture, furnishings, or	2350
personal effects used by the depositor in a dwelling.	2351

(E) A ~~warehouser~~warehouse loses the ~~warehouser's~~its lien on	2352
any goods ~~which the warehouser~~that it voluntarily delivers or	2353
~~which the warehouser~~ unjustifiably refuses to deliver.	2354

~~Sec. 1307.15.~~ Sec. 1307.210. ~~(A)~~Enforcement of warehouse's lien	2355
[UCC 7-210]	2356

(A) Except as otherwise provided in division (B) of this	2357
section, a ~~warehouseman's~~warehouse's lien may be enforced by	2358
public or private sale of the goods in ~~bloc~~bulk or in parcels, at	2359
any time or place and on any terms ~~which~~that are commercially	2360
reasonable, after notifying all persons known to claim an interest	2361
in the goods. ~~Such~~The notification must include a statement of	2362
the amount due, the nature of the proposed sale, and the time and	2363
place of any public sale. The fact that a better price could have	2364
been obtained by a sale at a different time or in a different	2365
method from that selected by the ~~warehouseman~~warehouse is not of	2366
itself sufficient to establish that the sale was not made in a	2367
commercially reasonable manner. ~~If the warehouseman either~~The	2368
warehouse sells in a commercially reasonable manner if the	2369
warehouse sells the goods in the usual manner in any recognized	2370
market ~~therefor~~therefore, ~~or if he~~ sells at the price current in	2371
~~such~~that market at the time of ~~his~~the sale, or ~~if he has~~	2372
otherwise ~~sold~~sells in conformity with commercially reasonable	2373
practices among dealers in the type of goods sold~~, he has sold in~~	2374
~~a commercially reasonable manner~~. A sale of more goods than	2375
apparently necessary to be offered to ~~insure~~ensure satisfaction	2376
of the obligation is not commercially reasonable, except in cases	2377
covered by the preceding sentence.	2378

(B) A ~~warehouseman's~~warehouse may enforce its lien on goods,	2379
other than goods stored by a merchant in the course of ~~his~~its	2380
business ~~may be enforced~~, only ~~as follows~~if the following	2381
requirements are satisfied:	2382

(1) All persons known to claim an interest in the goods must	2383
be notified.	2384

(2) ~~The notification must be delivered in person or sent by~~	2385
~~registered letter to the last known address of any person to be~~	2386
~~notified.~~	2387

~~(3) The~~That notification must include an itemized statement	2388
of the claim, a description of the goods subject to the lien, a	2389
demand for payment within a specified time not less than ten days	2390
after receipt of the notification, and a conspicuous statement	2391
that unless the claim is paid within that time the goods will be	2392
advertised for sale and sold by auction at a specified time and	2393
place.	2394

~~(4)~~(3) The sale must conform to the terms of the	2395
notification.	2396

~~(5)~~(4) The sale must be held at the nearest suitable place to	2397
~~that~~ where the goods are held or stored.	2398

~~(6)~~(5) After the expiration of the time given in the	2399
notification, an advertisement of the sale must be published once	2400
a week for two weeks consecutively in a newspaper of general	2401
circulation where the sale is to be held. The advertisement must	2402
include a description of the goods, the name of the person on	2403
whose account they are being held, and the time and place of the	2404
sale. The sale must take place at least fifteen days after the	2405
first publication. If there is no newspaper of general circulation	2406
where the sale is to be held, the advertisement must be posted at	2407
least ten days before the sale in not less than six conspicuous	2408
places in the neighborhood of the proposed sale.	2409

(C) Before any sale pursuant to this section, any person	2410
claiming a right in the goods may pay the amount necessary to	2411
satisfy the lien and the reasonable expenses incurred ~~under~~in	2412
complying with this section. In that event, the goods must not be	2413
sold, but must be retained by the ~~warehouseman~~warehouse subject	2414
to the terms of the receipt and sections ~~1307.01~~1307.101 to	2415
~~1307.40, inclusive,~~1307.603 of the Revised Code.	2416

(D) The ~~warehouseman~~warehouse may buy at any public sale	2417
pursuant to this section.	2418

(E) A purchaser in good faith of goods sold to enforce a	2419
~~warehouseman's~~warehouse's lien takes the goods free of any rights	2420
of persons against ~~whom~~which the lien was valid, despite the	2421
warehouse's noncompliance ~~by the warehouseman~~ with ~~the~~	2422
~~requirements of~~ this section.	2423

(F) ~~The warehouseman~~A warehouse may satisfy ~~his~~its lien	2424
from the proceeds of any sale pursuant to this section but ~~must~~	2425
shall hold the balance, if any, for delivery on demand to any	2426
person to ~~whom he~~which the warehouse would have been bound to	2427
deliver the goods.	2428

(G) The rights provided by this section ~~shall be~~are in	2429
addition to all other rights allowed by law to a creditor against	2430
~~his~~a debtor.	2431

(H) ~~Where~~If a lien is on goods stored by a merchant in the	2432
course of ~~his~~its business, the lien may be enforced in accordance	2433
with either division (A) or (B) of this section.	2434

(I) ~~The warehouseman~~A warehouse is liable for damages caused	2435
by failure to comply with the requirements for sale under this	2436
section and, in case of willful violation, is liable for	2437
conversion.	2438

~~Sec. 1307.16.~~ Sec. 1307.301. ~~(A)~~Liability for nonreceipt or	2439
misdescription; "said to contain"; "shipper's weight, load, and	2440
count"; improper handling [UCC 7-301]	2441

(A) A consignee of a ~~non-negotiable~~nonnegotiable bill ~~who~~of	2442
lading which has given value in good faith, or a holder to ~~whom~~	2443
which a negotiable bill has been duly negotiated, relying in	2444
~~either case~~ upon the description ~~therein~~ of the goods,in the bill	2445
or upon the date ~~therein~~ shown in the bill, may recover from the	2446
issuer damages caused by the misdating of the bill or the	2447
~~non-receipt~~nonreceipt or misdescription of the goods, except to	2448
the extent that the ~~document~~bill indicates that the issuer does	2449
not know whether any part or all of the goods in fact were	2450
received or conform to the description, such as ~~where~~in a case in	2451
which the description is in terms of marks or labels or kind,	2452
quantity, or condition or the receipt or description is qualified	2453
by "contents or condition of contents of packages unknown", "said	2454
to contain", "shipper's weight, load and count," or ~~the like~~words	2455
of similar import, if such indication beis true.	2456

(B) ~~When~~If goods are loaded by anthe issuer ~~who is~~of a	2457
~~common carrier, the~~bill of lading:	2458

(1) The issuer ~~must~~shall count the packages of goods if	2459
~~package freight~~shipped in packages and ascertain the kind and	2460
quantity if shipped in bulk freight~~. In such cases~~; and	2461

(2) Words such as "shipper's weight, load and count," or	2462
~~other~~ words of similar import indicating that the description was	2463
made by the shipper are ineffective except as to ~~freight~~goods	2464
concealed by packages.	2465

(C) ~~When~~If bulk ~~freight is~~goods are loaded by a shipper ~~who~~	2466
that makes available to the issuer of the bill of lading adequate	2467
facilities for weighing ~~such freight~~those goods, anthe issuer	2468
~~who is a common carrier must~~shall ascertain the kind and quantity	2469
within a reasonable time after receiving the ~~written~~shipper's	2470
request ~~of the shipper~~in a record to do so. In ~~such cases~~that	2471
case, "shipper's weight" or other words of ~~like purport~~similar	2472
import are ineffective.	2473

(D) The issuer ~~may~~of a bill of lading, by ~~inserting~~	2474
including in the bill the words "shipper's weight, load and	2475
count," or other words of ~~like purport~~similar import, may	2476
indicate that the goods were loaded by the shipper;, and, if ~~such~~	2477
that statement beis true, the issuer ~~shall~~is not be liable for	2478
damages caused by the improper loading. ~~But their~~However,	2479
omission of such words does not imply liability for ~~such~~ damages	2480
caused by improper loading.	2481

(E) ~~The~~A shipper ~~shall be deemed to have guaranteed~~	2482
guarantees to ~~the~~an issuer the accuracy at the time of shipment	2483
of the description, marks, labels, number, kind, quantity,	2484
condition, and weight, as furnished by ~~him;~~the shipper, and the	2485
shipper shall indemnify the issuer against damage caused by	2486
inaccuracies in ~~such~~those particulars. The right of the issuer	2487
to ~~such~~that indemnity ~~shall in no way~~does not limit ~~his~~the	2488
issuer's responsibility ~~and~~or liability under the contract of	2489
carriage to any person other than the shipper.	2490

~~Sec. 1307.17.~~ Sec. 1307.302. ~~(A)~~Through bills of lading and	2491
similar documents of title [UCC 7-302]	2492

(A) The issuer of a through bill of lading or other document	2493
of title embodying an undertaking to be performed in part by	2494
~~persons~~a person acting as its ~~agents~~agent or by ~~connecting~~	2495
~~carriers~~a performing carrier, is liable to ~~anyone~~any person	2496
entitled to recover on the document for any breach by ~~such~~the	2497
other ~~persons~~person or by ~~a connecting~~the performing carrier of	2498
its obligation under the bill or other document ~~but~~. However, to	2499
the extent that the bill or other document covers an undertaking	2500
to be performed overseas or in territory not contiguous to the	2501
continental United States or an undertaking including matters	2502
other than transportation, this liability for breach by the other	2503
person or the performing carrier may be varied by agreement of the	2504
parties.	2505

(B) ~~Where~~If goods covered by a through bill of lading or	2506
other document of title embodying an undertaking to be performed	2507
in part by ~~persons~~a person other than the issuer are received by	2508
~~any such persons~~that person, hethe person is subject, with	2509
respect to ~~his~~its own performance while the goods are in ~~his~~its	2510
possession, to the obligation of the issuer. ~~His~~The person's	2511
obligation is discharged by delivery of the goods to another ~~such~~	2512
person pursuant to the bill or other document, and does not	2513
include liability for breach by any other ~~such persons~~person or	2514
by the issuer.	2515

(C) The issuer of ~~such~~a through bill of lading or other	2516
document ~~shall be~~or other document of title described in division	2517
(A) of this section is entitled to recover from the ~~connecting~~	2518
performing carrier, or ~~such~~ other person in possession of the	2519
goods when the breach of the obligation under the bill or other	2520
document occurred~~, the~~:	2521

(1) The amount it may be required to pay to ~~anyone~~any person	2522
entitled to recover on the bill or other document ~~therefor~~for the	2523
breach, as may be evidenced by any receipt, judgment, or	2524
transcript ~~thereof,~~of judgment; and ~~the~~	2525

(2) The amount of any expense reasonably incurred by itthe	2526
issuer in defending any action ~~brought~~commenced by ~~anyone~~any	2527
person entitled to recover on the bill or other document ~~therefor~~	2528
for the breach.	2529

~~Sec. 1307.18.~~ Sec. 1307.303. ~~(A)~~Diversion; reconsignment; change	2530
of instructions [UCC 7-303]	2531

(A) Unless the bill of lading otherwise provides, ~~the~~a	2532
carrier may deliver the goods to a person or destination other	2533
than that stated in the bill or may otherwise dispose of the	2534
goods, without liability for misdelivery, on instructions from:	2535

(1) the holder of a negotiable bill; or

2536

(2) the consignor on a ~~non-negotiable~~nonnegotiable bill	2537
~~notwithstanding~~, even if the consignee has given contrary	2538
instructions ~~from the consignee~~; or	2539

(3) the consignee on a ~~non-negotiable~~nonnegotiable bill in	2540
the absence of contrary instructions from the consignor, if the	2541
goods have arrived at the billed destination or if the consignee	2542
is in possession of the tangible bill or in control of the	2543
electronic bill; or	2544

(4) the consignee ofon a ~~non-negotiable~~nonnegotiable bill	2545
if hethe consignee is entitled as against the consignor to	2546
dispose of ~~them~~the goods.	2547

(B) Unless ~~such~~ instructions described in division (A) of	2548
this section are ~~noted on~~included in a negotiable bill of lading,	2549
a person to ~~whom~~which the bill is duly negotiated ~~can~~may hold	2550
the bailee according to the original terms.	2551

~~Sec. 1307.19.~~ Sec. 1307.304. ~~(A)~~Tangible bills of lading in a set	2552
[UCC 7-304]	2553

(A) Except ~~where~~as customary in ~~overseas~~international	2554
transportation, a tangible bill of lading ~~must~~may not be issued	2555
in a set of parts. The issuer is liable for damages caused by	2556
violation of this division.	2557

(B) ~~Where~~If a tangible bill of lading is lawfully ~~drawn~~	2558
issued in a set of parts, each of which ~~is numbered~~contains an	2559
identification code and is expressed to be valid only if the goods	2560
have not been delivered against any other part, the whole of the	2561
parts ~~constitute~~constitutes one bill.	2562

(C) ~~Where~~If a tangible negotiable bill of lading is lawfully	2563
issued in a set of parts and different parts are negotiated to	2564
different persons, the title of the holder to ~~whom~~which the first	2565
due negotiation is made prevails as to both the document of title	2566
and the goods even ~~though~~if any later holder may have received	2567
the goods from the carrier in good faith and discharged the	2568
carrier's obligation by ~~surrender of his~~surrendering its part.	2569

(D) ~~Any~~A person ~~who~~that negotiates or transfers a single	2570
part of a tangible bill of lading ~~drawn~~issued in a set is liable	2571
to holders of that part as if it were the whole set.	2572

(E) The bailee ~~is obliged to~~shall deliver in accordance with	2573
sections ~~1307.25~~1307.401 to ~~1307.28, inclusive,~~1307.404 of the	2574
Revised Code, against the first presented part of a tangible bill	2575
of lading lawfully ~~drawn~~issued in a set. ~~Such delivery~~Delivery	2576
in this manner discharges the bailee's obligation on the whole	2577
bill.	2578

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

2579

(A) Instead of issuing a bill of lading to the consignor at	2580
the place of shipment, a carrier ~~may~~, at the request of the	2581
consignor, may procure the bill to be issued at destination or at	2582
any other place designated in the request.	2583

(B) Upon request of ~~anyone~~any person entitled as against the	2584
carrier to control the goods while in transit and on surrender of	2585
possession or control of any outstanding bill of lading or other	2586
receipt covering ~~such~~the goods, the issuer, subject to section	2587
1307.105 of the Revised Code, may procure a substitute bill to be	2588
issued at any place designated in the request.	2589

~~Sec. 1307.21.~~ Sec. 1307.306. AnAltered bills of lading [UCC	2590
7-306]	2591

An unauthorized alteration or filling in of a blank in a bill	2592
of lading leaves the bill enforceable according to its original	2593
tenor.	2594

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

2595

(A) A carrier has a lien on the goods covered by a bill of	2596
lading or on the proceeds thereof in its possession for charges	2597
~~subsequent to~~after the date of ~~its~~the carrier's receipt of the	2598
goods for storage or transportation, including demurrage and	2599
terminal charges, and for expenses necessary for preservation of	2600
the goods incident to their transportation or reasonably incurred	2601
in their sale pursuant to ~~section 1307.23 of the Revised Code~~law.	2602
~~But~~However, against a purchaser for value of a negotiable bill	2603
of lading, a carrier's lien is limited to charges stated in the	2604
bill or the applicable tariffs, or, if no charges are stated ~~then~~	2605
to, a reasonable charge.	2606

(B) A lien for charges and expenses under division (A) of	2607
this section on goods ~~which~~that the carrier was required by law	2608
to receive for transportation is effective against the consignor	2609
or any person entitled to the goods unless the carrier had notice	2610
that the consignor lacked authority to subject the goods to ~~such~~	2611
those charges and expenses. Any other lien under division (A) of	2612
this section is effective against the consignor and any person ~~who~~	2613
that permitted the bailor to have control or possession of the	2614
goods unless the carrier had notice that the bailor lacked ~~such~~	2615
authority.	2616

(C) A carrier loses ~~his~~its lien on any goods which heit	2617
voluntarily delivers or ~~which he~~ unjustifiably refuses to deliver.	2618

~~Sec. 1307.23.~~ Sec. 1307.308. ~~(A)~~Enforcement of a carrier's lien	2619
[UCC 7-308]	2620

(A) A carrier's lien on goods may be enforced by public or	2621
private sale of the goods, in ~~bloc~~bulk or in ~~parcels~~packages, at	2622
any time or place, and on any terms ~~which~~that are commercially	2623
reasonable, after notifying all persons known to claim an interest	2624
in the goods. ~~Such~~The notification must include a statement of	2625
the amount due, the nature of the proposed sale, and the time and	2626
place of any public sale. The fact that a better price could have	2627
been obtained by a sale at a different time or in a ~~different~~	2628
method different from that selected by the carrier is not of	2629
itself sufficient to establish that the sale was not made in a	2630
commercially reasonable manner. ~~If the~~The carrier ~~either~~sells	2631
goods in a commercially reasonable manner if the carrier sells the	2632
goods in the usual manner in any recognized market therefor ~~or if~~	2633
he, sells at the price current in ~~such~~that market at the time of	2634
~~his~~the sale, or ~~if he has~~ otherwise ~~sold~~sells in conformity with	2635
commercially reasonable practices among dealers in the type of	2636
goods sold~~, he has sold in a commercially reasonable manner~~. A	2637
sale of more goods than apparently necessary to be offered to	2638
ensure satisfaction of the obligation is not commercially	2639
reasonable, except in cases covered by the preceding sentence.	2640

(B) Before any sale pursuant to this section, any person	2641
claiming a right in the goods may pay the amount necessary to	2642
satisfy the lien and the reasonable expenses incurred ~~under~~in	2643
complying with this section. In that event, the goods ~~must~~may not	2644
be sold, but must be retained by the carrier, subject to the terms	2645
of the bill of lading and sections ~~1307.01~~1307.102 to ~~1307.40,~~	2646
~~inclusive,~~1307.603 of the Revised Code.	2647

(C) ~~The~~A carrier may buy at any public sale pursuant to this	2648
section.	2649

(D) A purchaser in good faith of goods sold to enforce a	2650
carrier's lien takes the goods free of any rights of persons	2651
against ~~whom~~which the lien was valid, despite the carrier's	2652
noncompliance ~~by the carrier~~ with ~~the requirements of~~ this	2653
section.	2654

(E) ~~The~~A carrier may satisfy ~~his~~its lien from the proceeds	2655
of any sale pursuant to this section but ~~must~~shall hold the	2656
balance, if any, for delivery on demand to any person to ~~whom he~~	2657
which the carrier would have been bound to deliver the goods.	2658

(F) The rights provided by this section ~~shall be~~are in	2659
addition to all other rights allowed by law to a creditor against	2660
~~his~~a debtor.	2661

(G) A carrier's lien may be enforced in accordance with	2662
either division ~~(B)~~ of this section or the procedure set forth in	2663
division (B) of section ~~1307.15~~1307.210 of the Revised Code.	2664

(H) The carrier is liable for damages caused by failure to	2665
comply with the requirements for sale under this section and, in	2666
case of willful violation, is liable for conversion.	2667

~~Sec. 1307.24.~~ Sec. 1307.309. ~~(A)~~Duty of care; contractual	2668
limitation of carrier's liability [UCC 7-309]	2669

(A) A carrier ~~who~~that issues a bill of lading, whether	2670
negotiable or ~~non-negotiable must~~nonnegotiable, shall exercise	2671
the degree of care in relation to the goods which a reasonably	2672
careful ~~man~~person would exercise under ~~like~~similar	2673
circumstances. This division does not ~~repeal or change~~affect any	2674
~~law~~statute, regulation, or rule of law ~~which~~that imposes	2675
liability upon a common carrier for damages not caused by its	2676
negligence.	2677

(B) Damages may be limited by a ~~provision~~term in a bill of	2678
lading or in a transportation agreement that the carrier's	2679
liability ~~shall~~may not exceed a value stated in the ~~document~~bill	2680
or transportation agreement if the carrier's rates are dependent	2681
upon value and the consignor ~~by the carrier's tariff~~ is afforded	2682
an opportunity to declare a higher value ~~or a value as lawfully~~	2683
~~provided in~~and the ~~tariff, or where no tariff is filed he~~	2684
cosignor is ~~otherwise~~ advised of ~~such~~the opportunity~~; but no~~.	2685
However, such a limitation is not effective with respect to the	2686
carrier's liability for conversion to its own use.	2687

(C) Reasonable provisions as to the time and manner of	2688
presenting claims and instituting actions based on the shipment	2689
may be included in a bill of lading or ~~tariff~~a transportation	2690
agreement.	2691

~~Sec. 1307.25.~~ Sec. 1307.401. ~~The~~Irregularities in issue of	2692
receipt or bill or conduct of issuer [UCC 7-401]	2693

The obligations imposed by sections ~~1307.01~~1307.101 to	2694
~~1307.40, inclusive,~~1307.603 of the Revised Code on an issuer	2695
apply to a document of title ~~regardless of the fact that~~ even if:	2696

~~(1) the~~(A) The document ~~may~~does not comply with the	2697
requirements of sections ~~1307.01~~1307.101 to ~~1307.40, inclusive,~~	2698
1307.603 of the Revised Code or of any other ~~law~~statute, rule, or	2699
regulation regarding its ~~issue~~issuance, form, or content; or	2700

~~(2) the~~(B) The issuer ~~may have~~ violated laws regulating the	2701
conduct of ~~his~~its business; or	2702

~~(3) the~~(C) The goods covered by the document were owned by	2703
the bailee ~~at the time~~when the document was issued; or	2704

~~(4) the~~(D) The person issuing the document ~~does not come~~	2705
~~within~~is not a warehouse but the ~~definition of warehouseman if it~~	2706
document purports to be a warehouse receipt.	2707

~~Sec. 1307.26.~~ Sec. 1307.402. ~~Neither a~~Duplicate document of	2708
title; overissue [UCC 7-402]	2709

A duplicate ~~nor~~or any other document of title purporting to	2710
cover goods already represented by an outstanding document of the	2711
same issuer ~~confers~~does not confer any right in the goods, except	2712
as provided in the case of tangible bills of lading in a set of	2713
parts, overissue of documents for fungible goods, ~~and~~ substitutes	2714
for lost, stolen, or destroyed documents or substitute documents	2715
issued pursuant to section 1307.105 of the Revised Code. ~~But the~~	2716
The issuer is liable for damages caused by ~~his~~its overissue or	2717
failure to identify a duplicate document ~~as such~~ by a conspicuous	2718
notation ~~on its face~~.	2719

~~Sec. 1307.27.~~ Sec. 1307.403. ~~(A) The~~Obligation of a bailee to	2720
deliver; excuse [UCC 7-403]	2721

(A) A bailee ~~must~~shall deliver the goods to a person	2722
entitled under ~~the~~a document ~~who~~of title if the person complies	2723
with divisions (B) and (C) of this section, unless and to the	2724
extent that the bailee establishes any of the following:	2725

(1) delivery of the goods to a person whose receipt was	2726
rightful as against the claimant;	2727

(2) damage to or delay, loss, or destruction of the goods for	2728
which the bailee is not liable~~, but the burden of establishing~~	2729
~~negligence in such cases is on the person entitled under the~~	2730
~~document~~;	2731

(3) previous sale or other disposition of the goods in lawful	2732
enforcement of a lien or on ~~warehouseman's~~a warehouse's lawful	2733
termination of storage;	2734

(4) the exercise by a seller of ~~his~~its right to stop	2735
delivery pursuant to the provisions of section 1302.79 of the	2736
Revised Code or by a lessor of its right to stop delivery pursuant	2737
to section 1310.72 of the Revised Code;	2738

(5) a diversion, reconsignment, or other disposition pursuant	2739
to the provisions of section ~~1307.18~~1307.303 of the Revised Code	2740
~~or tariff regulating such right~~;	2741

(6) release, satisfaction, or any other fact affording a	2742
personal defense against the claimant;	2743

(7) any other lawful excuse.

2744

(B) A person claiming goods covered by a document of title	2745
~~must~~shall satisfy the bailee's lien ~~where~~if the bailee so	2746
requests or ~~where~~if the bailee is prohibited by law from	2747
delivering the goods until the charges are paid.	2748

(C) Unless the person claiming the goods is one against ~~whom~~	2749
which the document ~~confers no~~of title does not confer a right	2750
under division (A) of section ~~1307.31~~1307.503 of the Revised	2751
Code~~, he must~~:	2752

(1) The person claiming under a document shall surrender ~~for~~	2753
~~cancellation~~possession or ~~notation~~control of ~~partial deliveries~~	2754
any outstanding negotiable document covering the goods,for	2755
cancellation or indication of partial deliveries; and ~~the~~	2756

(2) The bailee ~~must~~shall cancel the document or	2757
conspicuously ~~note~~indicate in the document the partial delivery	2758
~~thereon~~ or bethe bailee is liable to any person to ~~whom~~which the	2759
document is duly negotiated.	2760

~~(D) "Person entitled under the document" means holder in the~~	2761
~~case of a negotiable document, or the person to whom delivery is~~	2762
~~to be made by the terms of or pursuant to written instructions~~	2763
~~under a non-negotiable document.~~	2764

~~Sec. 1307.28.~~ Sec. 1307.404. ANo liability for good-faith	2765
delivery pursuant to document of title [UCC 7-404]	2766

A bailee ~~who~~that in good faith~~, including observance of~~	2767
~~reasonable commercial standards~~ has received goods and delivered	2768
or otherwise disposed of ~~them~~the goods according to the terms of	2769
~~the~~a document of title or pursuant to sections ~~1307.01~~1307.101	2770
to ~~1307.40, inclusive,~~1307.603 of the Revised Code, is not liable	2771
~~therefor. This rule applies~~for the goods even ~~though the~~if:	2772

(A) The person from ~~whom he~~which the bailee received the	2773
goods ~~had no~~did not have authority to procure the document or to	2774
dispose of the goods ~~and even though the~~; or	2775

(B) The person to ~~whom he~~which the bailee delivered the	2776
goods ~~had no~~did not have authority to receive ~~them~~the goods.	2777

~~Sec. 1307.29.~~ Sec. 1307.501. ~~(A) A~~Form of negotiation and	2778
requirements of due negotiation [UCC 7-501]	2779

(A) The following rules apply to a negotiable tangible	2780
document of title ~~running~~:	2781

(1) If the document's original terms run to the order of a	2782
named person, the document is negotiated by ~~his~~the named person's	2783
indorsement and delivery. After ~~his~~the named person's indorsement	2784
in blank or to bearer, any person ~~can~~may negotiate itthe	2785
document by delivery alone.	2786

~~(B)(1) A negotiable document of title~~(2) If the document's	2787
original terms run to bearer, it is ~~also~~ negotiated by delivery	2788
alone ~~when by its original terms it runs to bearer~~.	2789

~~(2) When a document running~~(3) If the document's original	2790
terms run to the order of a named person and it is delivered to	2791
~~him~~the named person, the effect is the same as if the document	2792
had been negotiated.	2793

~~(C)~~(4) Negotiation of ~~a negotiable~~the document ~~of title~~	2794
after it has been indorsed to a ~~specified~~named person requires	2795
indorsement by the ~~special indorsee as well as~~named person and	2796
delivery.	2797

~~(D)~~(5) A ~~negotiable~~ document ~~of title~~ is "duly negotiated"	2798
~~when~~if it is negotiated in the manner stated in this ~~section~~	2799
division to a holder ~~who~~that purchases it in good faith, without	2800
notice of any defense against or claim to it on the part of any	2801
person, and for value, unless it is established that the	2802
negotiation is not in the regular course of business or financing	2803
or involves receiving the document in settlement or payment of a	2804
~~money~~monetary obligation.	2805

~~(E)~~(B) The following rules apply to a negotiable electronic	2806
document of title:	2807

(1) If the document's original terms run to the order of a	2808
named person or to bearer, the document is negotiated by delivery	2809
of the document to another person. Indorsement by the named person	2810
is not required to negotiate the document.	2811

(2) If the document's original terms run to the order of a	2812
named person and the named person has control of the document, the	2813
effect is the same as if the document had been negotiated.	2814

(3) A document is duly negotiated if it is negotiated in the	2815
manner stated in this division to a holder that purchases it in	2816
good faith, without notice of any defense against or claim to it	2817
on the part of any person, and for value, unless it is established	2818
that the negotiation is not in the regular course of business or	2819
financing or involves taking delivery of the document in	2820
settlement or payment of a monetary obligation.	2821

(C) Indorsement of a ~~non-negotiable~~nonnegotiable document of	2822
title neither makes it negotiable nor adds to the transferee's	2823
rights.	2824

~~(F)~~(D) The naming in a negotiable bill of lading of a person	2825
to be notified of the arrival of the goods does not limit the	2826
negotiability of the bill ~~nor~~or constitute notice to a purchaser	2827
~~thereof~~of the bill of any interest of ~~such~~that person in the	2828
goods.	2829

~~Sec. 1307.30.~~ Sec. 1307.502. ~~(A)~~Rights acquired by due	2830
negotiation [UCC 7-502]	2831

(A) Subject to sections ~~1307.31~~1307.205 and ~~1307.10~~1307.503	2832
of the Revised Code ~~on fungible goods~~, a holder to ~~whom~~which a	2833
negotiable document of title has been duly negotiated acquires	2834
thereby:	2835

(1) title to the document;

2836

(2) title to the goods;

2837

(3) all rights accruing under the law of agency or estoppel,	2838
including rights to goods delivered to the bailee after the	2839
document was issued; and	2840

(4) the direct obligation of the issuer to hold or deliver	2841
the goods according to the terms of the document free of any	2842
defense or claim by ~~him~~the issuer except those arising under the	2843
terms of the document or under sections ~~1307.01~~1307.101 to	2844
~~1307.40, inclusive,~~1307.603 of the Revised Code~~. In~~, but in the	2845
case of a delivery order, the bailee's obligation accrues only	2846
upon the bailee's acceptance of the delivery order and the	2847
obligation acquired by the holder is that the issuer and any	2848
indorser will procure the acceptance of the bailee.	2849

(B) Subject to section ~~1307.31~~1307.503 of the Revised Code,	2850
title and rights so acquired by due negotiation are not defeated	2851
by any stoppage of the goods represented by the document of title	2852
or by surrender of ~~such~~the goods by the bailee, and are not	2853
impaired even ~~though the~~if:	2854

(1) The due negotiation or any prior due negotiation	2855
constituted a breach of duty ~~or even though any~~;	2856

(2) Any person has been deprived of possession of ~~the~~a	2857
negotiable tangible document or control of a negotiable electronic	2858
document by misrepresentation, fraud, accident, mistake, duress,	2859
loss, theft, or conversion,; or ~~even though a~~	2860

(3) A previous sale or other transfer of the goods or	2861
document has been made to a third person.	2862

~~Sec. 1307.31.~~ Sec. 1307.503. ~~(A)~~Document of title to goods	2863
defeated in certain cases [UCC 7-503]	2864

(A) A document of title confers no right in goods against a	2865
person ~~who~~that before issuance of the document had a legal	2866
interest or a perfected security interest in ~~them~~the goods and	2867
~~who neither~~that did not:	2868

(1) ~~delivered or entrusted them~~Deliver or entrust the goods	2869
or any document of title covering ~~them~~the goods to the bailor or	2870
the bailor's nominee with ~~actual~~:	2871

(a) Actual or apparent authority to ship, store, or sell or	2872
~~with power~~;	2873

(b) Power to obtain delivery under section ~~1307.27~~1307.403	2874
of the Revised Code; or ~~with power~~	2875

(c) Power of disposition under ~~sections~~section 1302.44 ~~and~~,	2876
1309.320, 1310.32, or 1310.33 of the Revised Code, or other ~~statue~~	2877
statute or rule of law; ~~nor~~or	2878

(2) ~~acquiesced~~Acquiesce in the procurement by the bailor or	2879
~~the bailor's~~its nominee of any document ~~of title~~.	2880

(B) Title to goods based upon an unaccepted delivery order is	2881
subject to the rights of ~~anyone~~any person to ~~whom~~which a	2882
negotiable warehouse receipt or bill of lading covering the goods	2883
has been duly negotiated. ~~Such a~~That title may be defeated under	2884
section ~~1307.32~~1307.504 of the Revised Code to the same extent as	2885
the rights of the issuer or a transferee from the issuer.	2886

(C) Title to goods based upon a bill of lading issued to a	2887
freight forwarder is subject to the rights of ~~anyone~~any person to	2888
~~whom~~which a bill issued by the freight forwarder is duly	2889
negotiated~~; but~~. However, delivery by the carrier in accordance	2890
with sections ~~1307.25~~1307.401 to ~~1307.28~~1307.404 of the Revised	2891
Code, pursuant to its own bill of lading discharges the carrier's	2892
obligation to deliver.	2893

~~Sec. 1307.32.~~ Sec. 1307.504. ~~(A)~~Rights acquired in absence of due	2894
negotiation; effect of diversions; stoppage of delivery [UCC	2895
7-504]	2896

(A) A transferee of a document of title, whether negotiable	2897
or ~~non-negotiable~~nonnegotiable, to ~~whom~~which the document has	2898
been delivered but not duly negotiated, acquires the title and	2899
rights ~~which his~~that its transferor had or had actual authority	2900
to convey.	2901

(B) In the case of a ~~non-negotiable~~transfer of a	2902
nonnegotiable document of title, until but not after the bailee	2903
receives ~~notification~~notice of the transfer, the rights of the	2904
transferee may be defeated:	2905

(1) byBy those creditors of the transferor ~~who~~which could	2906
treat the ~~sale~~transfer as void under section 1302.43 or 1310.36	2907
of the Revised Code; or	2908

(2) byBy a buyer from the transferor in ordinary course of	2909
business if the bailee has delivered the goods to the buyer or	2910
received notification of ~~his~~the buyer's rights; or	2911

(3) asBy a lessee from the transferor in ordinary course of	2912
business if the bailee has delivered the goods to the lessee or	2913
received notification of the lessee's rights; or	2914

(4) As against the bailee, by ~~good faith~~good-faith dealings	2915
of the bailee with the transferor.	2916

(C) A diversion or other change of shipping instructions by	2917
the consignor in a ~~non-negotiable~~nonnegotiable bill of lading	2918
which causes the bailee not to deliver the goods to the consignee	2919
defeats the consignee's title to the goods if ~~they~~the goods have	2920
been delivered to a buyer in ordinary course of business or a	2921
lessee in ordinary course of business and, in any event, defeats	2922
the consignee's rights against the bailee.	2923

(D) Delivery of the goods pursuant to a ~~non-negotiable~~	2924
nonnegotiable document of title may be stopped by a seller	2925
~~pursuant to~~under section 1302.79 of the Revised Code ~~and~~or a	2926
lessor under section 1310.72 of the Revised Code, subject to the	2927
requirement of due notification ~~there provided~~in those sections.	2928
A bailee ~~honoring~~that honors the seller's or lessor's	2929
instructions is entitled to be indemnified by the seller or lessor	2930
against any resulting loss or expense.	2931

~~Sec. 1307.33.~~ Sec. 1307.505. ~~The~~Indorser not guarantor for other	2932
[UCC 7-505]	2933

The indorsement of a tangible document of title issued by a	2934
bailee does not make the indorser liable for any default by the	2935
bailee or by previous indorsers.	2936

~~Sec. 1307.34.~~ Sec. 1307.506. ~~The~~Delivery without indorsement:	2937
right to compel indorsement [UCC 7-506]	2938

The transferee of a negotiable tangible document of title has	2939
a specifically enforceable right to have ~~his~~its transferor supply	2940
any necessary indorsement, but the transfer becomes a negotiation	2941
only as of the time the indorsement is supplied.	2942

~~Sec. 1307.35.~~ Sec. 1307.507. ~~Where~~Warranties on negotiation or	2943
delivery of document of title [UCC 7-507]	2944

If a person negotiates or ~~transfers~~delivers a document of	2945
title for value, otherwise than as a mere intermediary under	2946
section ~~1307.36~~1307.508 of the Revised Code, ~~then~~ unless	2947
otherwise agreed ~~he warrants to his immediate purchaser only~~, the	2948
transferor, in addition to any warranty made in selling or leasing	2949
the goods, warrants to its immediate purchaser only that:	2950

(A) ~~that the~~The document is genuine; ~~and~~

2951

(B) ~~that he has no~~The transferor does not have knowledge of	2952
any fact ~~which~~that would impair ~~its~~the document's validity or	2953
worth; and	2954

(C) ~~that his~~The negotiation or ~~transfer~~delivery is rightful	2955
and fully effective with respect to the title to the document and	2956
the goods it represents.	2957

~~Sec. 1307.36.~~ Sec. 1307.508. AWarranties of collecting bank as to	2958
documents of title [UCC 7-508]	2959

A collecting bank or other intermediary known to be entrusted	2960
with documents of title on behalf of another or with collection of	2961
a draft or other claim against delivery of documents warrants by	2962
~~such~~the delivery of the documents only its own good faith and	2963
authority~~. This rule applies~~ even ~~though~~if the collecting bank or	2964
other intermediary has purchased or made advances against the	2965
claim or draft to be collected.	2966

~~Sec. 1307.37.~~ Sec. 1307.509. ~~The question whether~~Adequate	2967
compliance with commercial contract [UCC 7-509]	2968

Whether a document of title is adequate to fulfill the	2969
obligations of a contract for sale, a contract for lease, or the	2970
conditions of a letter of credit is governed by sections 1302.01	2971
to 1302.98, ~~inclusive, and~~ 1305.01 to 1305.16, ~~inclusive,~~and	2972
1310.01 to 1310.78 of the Revised Code.	2973

~~Sec. 1307.38.~~ Sec. 1307.601. ~~(A)~~Lost, stolen, or destroyed	2974
documents of title [UCC 7-601]	2975

(A) If a document ~~has been~~of title is lost, stolen, or	2976
destroyed, a court may order delivery of the goods or issuance of	2977
a substitute document and the bailee may without liability to any	2978
person comply with ~~such~~the order. If the document was negotiable,	2979
a court may not order delivery of the goods or issuance of a	2980
substitute document without the ~~claimant must post~~claimant's	2981
posting security ~~approved by the court to indemnify~~unless it	2982
finds that any person ~~who~~that may suffer loss as a result of	2983
~~non-surrender~~nonsurrender of possession or control of the	2984
document is adequately protected against the loss. If the document	2985
was ~~not negotiable~~nonnegotiable, ~~such~~the court may require	2986
security ~~may be required at the discretion of the court~~. The court	2987
may also ~~in its discretion~~ order payment of the bailee's	2988
reasonable costs and ~~counsel~~attorney's fees in any action under	2989
this division.	2990

(B) A bailee ~~who~~that, without court order, delivers goods to	2991
a person claiming under a missing negotiable document of title is	2992
liable to any person injured thereby~~, and if~~. If the delivery is	2993
not in good faith ~~becomes~~, the bailee is liable for conversion.	2994
Delivery in good faith is not conversion ~~if made in accordance~~	2995
~~with a filed classification or tariff or, where no classification~~	2996
~~or tariff is filed,~~ if the claimant posts security with the bailee	2997
in an amount at least double the value of the goods at the time of	2998
posting to indemnify any person injured by the delivery ~~who~~which	2999
files a notice of claim within one year after the delivery.	3000

~~Sec. 1307.39.~~ Sec. 1307.602. ~~Except where the~~Judicial process	3001
against goods covered by negotiable document of title [UCC 7-602]	3002

Unless a document of title was originally issued upon	3003
delivery of the goods by a person ~~who had no~~that did not have	3004
power to dispose of them, noa lien ~~attaches~~does not attach by	3005
virtue of any judicial process to goods in the possession of a	3006
bailee for which a negotiable document of title is outstanding	3007
unless possession or control of the document beis first	3008
surrendered to the bailee or ~~its~~the document's negotiation is	3009
enjoined~~, and the~~. The bailee ~~shall~~may not be compelled to	3010
deliver the goods pursuant to process until possession or control	3011
of the document is surrendered to ~~him~~the bailee or ~~impounded by~~	3012
to the court. ~~One who purchases~~A purchaser of the document for	3013
value without notice of the process or injunction takes free of	3014
the lien imposed by judicial process.	3015

~~Sec. 1307.40.~~ Sec. 1307.603. IfConflicting claims; interpleader	3016
[UCC 7-603]	3017

If more than one person claims title to or possession of the	3018
goods, the bailee is excused from delivery until hethe bailee has	3019
~~had~~ a reasonable time to ascertain the validity of the adverse	3020
claims or to ~~bring~~commence an action ~~to compel all claimants to~~	3021
~~interplead and may compel such~~for interpleader,. The bailee may	3022
assert an interpleader either in defending an action for	3023
~~non-delivery~~nondelivery of the goods, or by original action,	3024
~~whichever is appropriate~~.	3025

Sec. 1307.703. Applicability [UCC 7-703]

3026

Sections 1307.101 to 1307.603 of the Revised Code apply to a	3027
document of title that is issued or a bailment that arises on or	3028
after the effective date of this section. Sections 1307.101 to	3029
1307.603 of the Revised Code do not apply to a document of title	3030
that is issued or a bailment that arises before the effective date	3031
of this section even if the document of title or bailment would be	3032
subject to those sections if the document of title had been issued	3033
or bailment had arisen after the effective date of this section.	3034
These sections do not apply to a right of action that has accrued	3035
before the effective date of this section.	3036

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

3037

A document of title issued or a bailment that arises before	3038
the effective date of sections 1307.101 to 1307.603 of the Revised	3039
Code and the rights, obligations, and interests flowing from that	3040
document or bailment are governed by any statute or other rule	3041
amended or repealed by H.B. .... of the 128th general assembly as	3042
if amendment or repeal had not occurred and may be terminated,	3043
completed, consummated, or enforced under that statute or other	3044
rule.	3045

Sec. 1308.01. (A) In this chapter:

3046

(1) "Adverse claim" means a claim that a claimant has a	3047
property interest in a financial asset and that it is a violation	3048
of the rights of the claimant for another person to hold,	3049
transfer, or deal with the financial asset.	3050

(2) "Bearer form," as applied to a certificated security,	3051
means a form in which the security is payable to the bearer of the	3052
security certificate according to its terms but not by reason of	3053
an indorsement.	3054

(3) "Broker" means a person defined as a broker or dealer	3055
under the federal securities laws, but without excluding a bank	3056
acting in that capacity.	3057

(4) "Certificated security" means a security that is	3058
represented by a certificate.	3059

(5) "Clearing corporation" means:

3060

(a) A person that is registered as a "clearing agency" under	3061
the federal securities laws;	3062

(b) A federal reserve bank; or

3063

(c) Any other person that provides clearance or settlement	3064
services with respect to financial assets that would require it to	3065
register as a clearing agency under the federal securities laws	3066
but for an exclusion or exemption from the registration	3067
requirement, if its activities as a clearing corporation,	3068
including promulgation of rules, are subject to regulation by a	3069
federal or state governmental authority.	3070

(6) "Communicate" means to:

3071

(a) Send a signed writing; or

3072

(b) Transmit information by any mechanism agreed upon by the	3073
persons transmitting and receiving the information.	3074

(7) "Entitlement holder" means a person identified in the	3075
records of a securities intermediary as the person having a	3076
security entitlement against the securities intermediary. If a	3077
person acquires a security entitlement by virtue of division	3078
(B)(2) or (3) of section 1308.51 of the Revised Code, that person	3079
is the entitlement holder.	3080

(8) "Entitlement order" means a notification communicated to	3081
a securities intermediary directing transfer or redemption of a	3082
financial asset to which the entitlement holder has a security	3083
entitlement.	3084

(9) "Financial asset," except as otherwise provided in	3085
section 1308.02 of the Revised Code, means:	3086

(a) A security;

3087

(b) An obligation of a person or a share, participation, or	3088
other interest in a person or in property or an enterprise of a	3089
person, which is, or is of a type, dealt in or traded on financial	3090
markets, or which is recognized in any area in which it is issued	3091
or dealt in as a medium for investment; or	3092

(c) Any property that is held by a securities intermediary	3093
for another person in a securities account if the securities	3094
intermediary has expressly agreed with the other person that the	3095
property is to be treated as a financial asset under this chapter.	3096

As context requires, the term means either the interest	3097
itself or the means by which a person's claim to it is evidenced,	3098
including a certificated or uncertificated security, a security	3099
certificate, or a security entitlement.	3100

(10) ~~"Good faith," for purposes of the obligation of good~~	3101
~~faith in the performance or enforcement of contracts or duties~~	3102
~~within this chapter, means honesty in fact and the observance of~~	3103
~~reasonable commercial standards of fair dealing.~~	3104

~~(11)~~ "Indorsement" means a signature that alone or	3105
accompanied by other words is made on a security certificate in	3106
registered form or on a separate document for the purpose of	3107
assigning, transferring, or redeeming the security or granting a	3108
power to assign, transfer, or redeem it.	3109

~~(12)~~(11) "Instruction" means a notification communicated to	3110
the issuer of an uncertificated security which directs that the	3111
transfer of the security be registered or that the security be	3112
redeemed.	3113

~~(13)~~(12) "Registered form," as applied to a certificated	3114
security, means a form in which:	3115

(a) The security certificate specifies a person entitled to	3116
the security; and	3117

(b) A transfer of the security may be registered upon books	3118
maintained for that purpose by or on behalf of the issuer, or the	3119
security certificate so states.	3120

~~(14)~~(13) "Securities intermediary" means:

3121

(a) A clearing corporation; or

3122

(b) A person, including a bank or broker, that in the	3123
ordinary course of its business maintains securities accounts for	3124
others and is acting in that capacity.	3125

~~(15)~~(14) "Security," except as otherwise provided in section	3126
1308.02 of the Revised Code, means an obligation of an issuer or a	3127
share, participation, or other interest in an issuer or in	3128
property or an enterprise of an issuer:	3129

(a) Which is represented by a security certificate in bearer	3130
or registered form, or the transfer of which may be registered	3131
upon books maintained for that purpose by or on behalf of the	3132
issuer;	3133

(b) Which is one of a class or series or by its terms is	3134
divisible into a class or series of shares, participations,	3135
interests, or obligations; and	3136

3137

(i) Is, or is of a type, dealt in or traded on securities	3138
exchanges or securities markets; or	3139

(ii) Is a medium for investment and by its terms expressly	3140
provides that it is a security governed by this chapter.	3141

~~(16)~~(15) "Security certificate" means a certificate	3142
representing a security.	3143

~~(17)~~(16) "Security entitlement" means the rights and property	3144
interest of an entitlement holder with respect to a financial	3145
asset specified in sections 1308.51 to 1308.61 of the Revised	3146
Code.	3147

~~(18)~~(17) "Uncertificated security" means a security that is	3148
not represented by a certificate.	3149

(B) Other definitions applying to this chapter and the	3150
sections in which they appear are:	3151

(1) "Appropriate person," as defined in section 1308.23 of	3152
the Revised Code.	3153

(2) "Control," as defined in section 1308.24 of the Revised	3154
Code.	3155

(3) "Delivery," as defined in section 1308.27 of the Revised	3156
Code.	3157

(4) "Investment company security," as defined in section	3158
1308.02 of the Revised Code.	3159

(5) "Issuer," as defined in section 1308.08 of the Revised	3160
Code.	3161

(6) "Overissue," as defined in section 1308.03 of the Revised	3162
Code.	3163

(7) "Protected purchaser," as defined in section 1308.17 of	3164
the Revised Code.	3165

(8) "Securities account," as defined in section 1308.51 of	3166
the Revised Code.	3167

(C) In addition, Chapter 1301. of the Revised Code contains	3168
general definitions and principles of construction and	3169
interpretation applicable throughout this chapter.	3170

(D) The characterization of a person, business, or	3171
transaction for purposes of this chapter does not determine the	3172
characterization of the person, business, or transaction for	3173
purposes of any other law, regulation, or rule.	3174

Sec. 1308.02. (A) A share or similar equity interest issued	3175
by a corporation, business trust, joint stock company, or similar	3176
entity is a security.	3177

(B) An "investment company security" is a security.	3178
"Investment company security" means a share or similar equity	3179
interest issued by an entity that is registered as an investment	3180
company under the federal investment company laws, an interest in	3181
a unit investment trust that is so registered, or a face-amount	3182
certificate issued by a face-amount certificate company that is so	3183
registered. Investment company security does not include an	3184
insurance policy or endowment policy or annuity contract issued by	3185
an insurance company.	3186

(C) An interest in a partnership or limited liability company	3187
is not a security unless it is dealt in or traded on securities	3188
exchanges or in securities markets, its terms expressly provide	3189
that it is a security governed by this chapter, or it is an	3190
investment company security. However, an interest in a partnership	3191
or limited liability company is a financial asset if it is held in	3192
a securities account.	3193

(D) A writing that is a security certificate is governed by	3194
this chapter and not by Chapter 1303. of the Revised Code, even	3195
though it also meets the requirements of that chapter. However, a	3196
negotiable instrument governed by Chapter 1303. of the Revised	3197
Code is a financial asset if it is held in a securities account.	3198

(E) An option or similar obligation issued by a clearing	3199
corporation to its participants is not a security, but is a	3200
financial asset.	3201

(F) A commodity contract, as defined in division (A)(15) of	3202
section 1309.102 of the Revised Code, is not a security or a	3203
financial asset.	3204

(G) A document of title is not a financial asset unless	3205
division (A)(9)(c) of section 1308.01 of the Revised Code applies.	3206

Sec. 1309.102. (A) As used in this chapter, unless the	3207
context requires otherwise:	3208

(1) "Accession" means goods that are physically united with	3209
other goods in such a manner that the identity of the original	3210
goods is not lost.	3211

(2)(a) "Account," except as used in "account for," means a	3212
right to payment of a monetary obligation, whether or not earned	3213
by performance, (i) for property that has been or is to be sold,	3214
leased, licensed, assigned, or otherwise disposed of, (ii) for	3215
services rendered or to be rendered, (iii) for a policy of	3216
insurance issued or to be issued, (iv) for a secondary obligation	3217
incurred or to be incurred, (v) for energy provided or to be	3218
provided, (vi) for the use or hire of a vessel under a charter or	3219
other contract, (vii) arising out of the use of a credit or charge	3220
card or information contained on or for use with the card, or	3221
(viii) as winnings in a lottery or other game of chance operated	3222
or sponsored by a state, governmental unit of a state, or person	3223
licensed or authorized to operate the game by a state or	3224
governmental unit of a state.	3225

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

3226

(c) "Account" does not include (i) rights to payment	3227
evidenced by chattel paper or an instrument, (ii) commercial tort	3228
claims, (iii) deposit accounts, (iv) investment property, (v)	3229
letter-of-credit rights or letters of credit, or (vi) rights to	3230
payment for money or funds advanced or sold, other than rights	3231
arising out of the use of a credit or charge card or information	3232
contained on or for use with the card.	3233

(3) "Account debtor" means a person who is obligated on an	3234
account, chattel paper, or general intangible. "Account debtor"	3235
does not include a person who is obligated to pay a negotiable	3236
instrument, even if the instrument constitutes part of chattel	3237
paper.	3238

(4) "Accounting," except as used in "accounting for," means a	3239
record:	3240

(a) Authenticated by a secured party;

3241

(b) Indicating the aggregate unpaid secured obligations as of	3242
a date not more than thirty-five days earlier or thirty-five days	3243
later than the date of the record; and	3244

(c) Identifying the components of the obligations in	3245
reasonable detail.	3246

(5) "Agricultural lien" means an interest, other than a	3247
security interest, in farm products:	3248

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

3249

(i) Goods or services furnished in connection with a debtor's	3250
farming operation; or	3251

(ii) Rent on real property leased by a debtor in connection	3252
with its farming operation.	3253

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

3254

(i) In the ordinary course of business, furnished goods or	3255
services to a debtor in connection with the debtor's farming	3256
operation; or	3257

(ii) Leased real property to a debtor in connection with the	3258
debtor's farming operation; and	3259

(c) Whose effectiveness does not depend on the person's	3260
possession of the personal property.	3261

(6) "As-extracted collateral" means:

3262

(a) Oil, gas, or other minerals that are subject to a	3263
security interest that:	3264

(i) Is created by a debtor having an interest in the minerals	3265
before extraction; and	3266

(ii) Attaches to the minerals as extracted; or

3267

(b) Accounts arising out of the sale at the wellhead or	3268
minehead of oil, gas, or other minerals in which the debtor had an	3269
interest before extraction.	3270

(7) "Authenticate" means:

3271

(a) To sign; or

3272

(b) To execute or otherwise adopt a symbol, or encrypt or	3273
similarly process a record in whole or in part, with the present	3274
intent of the authenticating person to identify the person and	3275
adopt or accept a record.	3276

(8) "Bank" means an organization that is engaged in the	3277
business of banking. "Bank" includes savings banks, savings and	3278
loan associations, credit unions, and trust companies.	3279

(9) "Cash proceeds" means proceeds that are money, checks,	3280
deposit accounts, or the like.	3281

(10) "Certificate of title" means a certificate of title with	3282
respect to which a statute provides for the security interest in	3283
question to be indicated on the certificate as a condition or	3284
result of the security interest's obtaining priority over the	3285
rights of a lien creditor with respect to the collateral.	3286

(11)(a) "Chattel paper" means a record that evidences both a	3287
monetary obligation and a security interest in specific goods, a	3288
security interest in specific goods and software used in the	3289
goods, a security interest in specific goods and license of	3290
software used in the goods, a lease of specific goods, or a lease	3291
of specific goods and license of software used in the goods.	3292

As used in division (A)(11)(a) of this section, "monetary	3293
obligation" means a monetary obligation secured by the goods or	3294
owed under a lease of the goods and includes a monetary obligation	3295
with respect to software used in the goods.	3296

(b) If a transaction is evidenced by records that include an	3297
instrument or series of instruments, the group of records taken	3298
together constitutes chattel paper.	3299

(c) "Chattel paper" does not include (i) charters or other	3300
contracts involving the use or hire of a vessel or (ii) records	3301
that evidence a right to payment arising out of the use of a	3302
credit or charge card or information contained on or for use with	3303
the card.	3304

(12) "Collateral" means the property subject to a security	3305
interest or agricultural lien, including:	3306

(a) Proceeds to which a security interest attaches;

3307

(b) Accounts, chattel paper, payment intangibles, and	3308
promissory notes that have been sold; and	3309

3310

(13) "Commercial tort claim" means a claim arising in tort	3311
with respect to which:	3312

(a) The claimant is an organization; or

3313

(b) The claimant is an individual, and the claim:

3314

(i) Arose in the course of the claimant's business or	3315
profession; and	3316

(ii) Does not include damages arising out of personal injury	3317
to or the death of an individual.	3318

(14) "Commodity account" means an account maintained by a	3319
commodity intermediary in which a commodity contract is carried	3320
for a commodity customer.	3321

(15) "Commodity contract" means a commodity futures contract,	3322
an option on a commodity futures contract, a commodity option, or	3323
another contract if the contract or option is:	3324

(a) Traded on or subject to the rules of a board of trade	3325
that has been designated as a contract market for such a contract	3326
pursuant to the federal commodities laws; or	3327

(b) Traded on a foreign commodity board of trade, exchange,	3328
or market and is carried on the books of a commodity intermediary	3329
for a commodity customer.	3330

(16) "Commodity customer" means a person for whom a commodity	3331
intermediary carries a commodity contract on its books.	3332

(17) "Commodity intermediary" means a person that:

3333

(a) Is registered as a futures commission merchant under the	3334
federal commodities laws; or	3335

(b) In the ordinary course of its business provides clearance	3336
or settlement services for a board of trade that has been	3337
designated as a contract market pursuant to the federal	3338
commodities laws.	3339

(18) "Communicate" means:

3340

(a) To send a written or other tangible record;

3341

(b) To transmit a record by any means agreed upon by the	3342
persons sending and receiving the record; or	3343

(c) In the case of transmission of a record to or by a filing	3344
office, to transmit a record by any means prescribed by	3345
filing-office rule.	3346

(19) "Consignee" means a merchant to whom goods are delivered	3347
in a consignment.	3348

(20) "Consignment" means a transaction, regardless of its	3349
form, in which a person delivers goods to a merchant for the	3350
purpose of sale and:	3351

(a) The merchant:

3352

(i) Deals in goods of that kind under a name other than the	3353
name of the person making delivery;	3354

(ii) Is not an auctioneer; and

3355

(iii) Is not generally known by its creditors to be	3356
substantially engaged in selling the goods of others;	3357

(b) With respect to each delivery, the aggregate value of the	3358
goods is one thousand dollars or more at the time of delivery.	3359

(c) The goods are not consumer goods immediately before	3360
delivery; and	3361

(d) The transaction does not create a security interest that	3362
secures an obligation.	3363

(21) "Consignor" means a person that delivers goods to a	3364
consignee in a consignment.	3365

(22) "Consumer debtor" means a debtor in a consumer	3366
transaction.	3367

(23) "Consumer goods" means goods that are used or bought for	3368
use primarily for personal, family, or household purposes.	3369

(24) "Consumer-goods transaction" means a consumer	3370
transaction in which:	3371

(a) An individual incurs an obligation primarily for	3372
personal, family, or household purposes; and	3373

(b) A security interest in consumer goods secures the	3374
obligation.	3375

(25) "Consumer obligor" means an obligor who is an individual	3376
and who incurred the obligation as part of a transaction entered	3377
into primarily for personal, family, or household purposes.	3378

(26) "Consumer transaction" means a transaction in which: (a)	3379
an individual incurs an obligation primarily for personal, family,	3380
or household purposes, (b) a security interest secures the	3381
obligation, and (c) the collateral is held or acquired primarily	3382
for personal, family, or household purposes. "Consumer	3383
transaction" includes consumer-goods transactions.	3384

(27) "Continuation statement" means an amendment of a	3385
financing statement that:	3386

(a) Identifies, by its file number, the initial financing	3387
statement to which it relates; and	3388

(b) Indicates that it is a continuation statement for, or	3389
that it is filed to continue the effectiveness of, the identified	3390
financing statement.	3391

(28) "Debtor" means:

3392

(a) A person having an interest, other than a security	3393
interest or other lien, in the collateral, whether or not the	3394
person is an obligor;	3395

(b) A seller of accounts, chattel paper, payment intangibles,	3396
or promissory notes; or	3397

3398

(29) "Deposit account" means a demand, time, savings,	3399
passbook, or similar account maintained with a bank but does not	3400
include investment property or accounts evidenced by an	3401
instrument.	3402

(30) "Document" means a document of title or a receipt of the	3403
type described in division (B) of section ~~1307.06~~1307.201 of the	3404
Revised Code.	3405

(31) "Electronic chattel paper" means chattel paper evidenced	3406
by a record consisting of information stored in an electronic	3407
medium.	3408

(32) "Encumbrance" means a right, other than an ownership	3409
interest, in real property. "Encumbrance" includes mortgages and	3410
other liens on real property.	3411

(33) "Equipment" means goods other than inventory, farm	3412
products, or consumer goods.	3413

(34) "Farm products" means goods, other than standing timber,	3414
with respect to which the debtor is engaged in a farming operation	3415
and that are:	3416

(a) Crops grown, growing, or to be grown, including:

3417

(i) Crops produced on trees, vines, and bushes; and

3418

(ii) Aquatic goods produced in aquacultural operations;

3419

(b) Livestock, born or unborn, including aquatic goods	3420
produced in aquacultural operations;	3421

3422

(d) Products of crops or livestock in their unmanufactured	3423
states.	3424

(35) "Farming operation" means raising, cultivating,	3425
propagating, fattening, grazing, or any other farming, livestock,	3426
or aquacultural operation.	3427

(36) "File number" means the number assigned to an initial	3428
financing statement under division (A) of section 1309.519 of the	3429
Revised Code.	3430

(37) "Filing office" means an office designated in section	3431
1309.501 of the Revised Code as the place to file a financing	3432
statement.	3433

(38) "Filing-office rule" means a rule adopted under section	3434
1309.526 of the Revised Code.	3435

(39) "Financing statement" means a record composed of an	3436
initial financing statement and any filed record or records	3437
relating to the initial financing statement. For the purposes of	3438
this chapter, financing statements filed for recording with the	3439
secretary of state shall not be required to include social	3440
security or employer identification numbers.	3441

(40) "Fixture filing" means the filing of a financing	3442
statement covering goods that are or are to become fixtures and	3443
satisfying divisions (A) and (B) of section 1309.502 of the	3444
Revised Code. "Fixture filing" includes the filing of a financing	3445
statement covering goods of a transmitting utility that are or are	3446
to become fixtures.	3447

(41) "Fixtures" means goods that have become so related to	3448
particular real property that an interest in them arises under	3449
real property law.	3450

(42) "General intangible" means any personal property,	3451
including things in action, other than accounts, chattel paper,	3452
commercial tort claims, deposit accounts, documents, goods,	3453
instruments, investment property, letter-of-credit rights, letters	3454
of credit, money, and oil, gas, or other minerals before	3455
extraction. "General intangible" includes payment intangibles and	3456
software.	3457

(43) ~~"Good faith" means honesty in fact and the observance of~~	3458
~~reasonable commercial standards of fair dealing.~~	3459

~~(44)~~(a) "Goods" means all things that are movable when a	3460
security interest attaches. "Goods" includes (i) fixtures, (ii)	3461
standing timber that is to be cut and removed under a conveyance	3462
or contract for sale, (iii) the unborn young of animals, (iv)	3463
crops grown, growing, or to be grown, even if the crops are	3464
produced on trees, vines, or bushes, and (v) manufactured homes.	3465

(b) "Goods" also includes a computer program embedded in	3466
goods and any supporting information provided in connection with a	3467
transaction relating to the program if (i) the program is	3468
associated with the goods in such a manner that it customarily is	3469
considered part of the goods, or (ii) by becoming the owner of the	3470
goods, a person acquires a right to use the program in connection	3471
with the goods.	3472

(c) "Goods" does not include a computer program embedded in	3473
goods that consist solely of the medium in which the program is	3474
embedded. "Goods" does not include accounts, chattel paper,	3475
commercial tort claims, deposit accounts, documents, general	3476
intangibles, instruments, investment property, letter-of-credit	3477
rights, letters of credit, money, or oil, gas, or other minerals	3478
before extraction.	3479

~~(45)~~(44) "Governmental unit" means a subdivision, agency,	3480
department, county, parish, municipal corporation, or other unit	3481
of the government of the United States, a state, or a foreign	3482
country. "Governmental unit" includes an organization having a	3483
separate corporate existence if the organization is eligible to	3484
issue debt on which interest is exempt from income taxation under	3485
the laws of the United States.	3486

~~(46)~~(45) "Health-care-insurance receivable" means an interest	3487
in or claim under a policy of insurance that is a right to payment	3488
of a monetary obligation for health-care goods or services	3489
provided.	3490

~~(47)~~(46)(a) "Instrument" means a negotiable instrument or any	3491
other writing that evidences a right to the payment of a monetary	3492
obligation, is not itself a security agreement or lease, and is of	3493
a type that in ordinary course of business is transferred by	3494
delivery with any necessary indorsement or assignment.	3495

(b) "Instrument" does not include (i) investment property,	3496
(ii) letters of credit, or (iii) writings that evidence a right to	3497
payment arising out of the use of a credit or charge card or	3498
information contained on or for use with the card.	3499

~~(48)~~(47) "Inventory" means goods, other than farm products,	3500
that:	3501

(a) Are leased by a person as lessor;

3502

(b) Are held by a person for sale or lease or to be furnished	3503
under a contract of service;	3504

3505

(d) Consist of raw materials, work in process, or materials	3506
used or consumed in a business.	3507

~~(49)~~(48) "Investment property" means a security, whether	3508
certificated or uncertificated, a security entitlement, a	3509
securities account, a commodity contract, or a commodity account.	3510

~~(50)~~(49) "Jurisdiction of organization," with respect to a	3511
registered organization, means the jurisdiction under whose law	3512
the organization is organized.	3513

~~(51)~~(50) "Letter-of-credit right" means a right to payment or	3514
performance under a letter of credit, whether or not the	3515
beneficiary has demanded or is at the time entitled to demand	3516
payment or performance. "Letter-of-credit right" does not include	3517
the right of a beneficiary to demand payment or performance under	3518
a letter of credit.	3519

~~(52)~~(51) "Lien creditor" means:

3520

(a) A creditor who has acquired a lien on the property	3521
involved by attachment, levy or the like;	3522

(b) An assignee for benefit of creditors from the time of	3523
assignment;	3524

(c) A trustee in bankruptcy from the date of the filing of	3525
the petition; or	3526

(d) A receiver in equity from the time of appointment.

3527

~~(53)~~(52) "Manufactured home" means a structure, transportable	3528
in one or more sections, that, in the traveling mode, is eight	3529
body feet or more in width or forty body feet or more in length,	3530
or, when erected on site, is three hundred twenty or more square	3531
feet, and that is built on a permanent chassis and designed to be	3532
used as a dwelling with or without a permanent foundation when	3533
connected to the required utilities, and includes the plumbing,	3534
heating, air conditioning, and electrical systems contained in the	3535
structure. "Manufactured home" includes any structure that meets	3536
all of the requirements of this paragraph except the size	3537
requirements and with respect to which the manufacturer	3538
voluntarily files a certification required by the United States	3539
secretary of housing and urban development and complies with the	3540
standards established under Title 42 of the United States Code.	3541

~~(54)~~(53) "Manufactured-home transaction" means a secured	3542
transaction:	3543

(a) That creates a purchase-money security interest in a	3544
manufactured home, other than a manufactured home held as	3545
inventory; or	3546

(b) In which a manufactured home, other than a manufactured	3547
home held as inventory, is the primary collateral.	3548

~~(55)~~(54) "Mortgage" means a consensual interest in real	3549
property, including fixtures, that secures payment or performance	3550
of an obligation.	3551

~~(56)~~(55) "New debtor" means a person that becomes bound as	3552
debtor under division (D) of section 1309.203 of the Revised Code	3553
by a security agreement previously entered into by another person.	3554

~~(57)~~(56)(a) "New value" means (i) money, (ii) money's worth	3555
in property, services, or new credit, or (iii) release by a	3556
transferee of an interest in property previously transferred to	3557
the transferee.	3558

(b) "New value" does not include an obligation substituted	3559
for another obligation.	3560

~~(58)~~(57) "Noncash proceeds" means proceeds other than cash	3561
proceeds.	3562

~~(59)~~(58)(a) "Obligor" means a person who, with respect to an	3563
obligation secured by a security interest in or an agricultural	3564
lien on the collateral, (i) owes payment or other performance of	3565
the obligation, (ii) has provided property other than the	3566
collateral to secure payment or other performance of the	3567
obligation, or (iii) is otherwise accountable in whole or in part	3568
for payment or other performance of the obligation.	3569

(b) "Obligor" does not include issuers or nominated persons	3570
under a letter of credit.	3571

~~(60)~~(59) "Original debtor," except as used in division (C) of	3572
section 1309.310 of the Revised Code, means a person who, as	3573
debtor, entered into a security agreement to which a new debtor	3574
has become bound under division (D) of section 1309.203 of the	3575
Revised Code.	3576

~~(61)~~(60) "Payment intangible" means a general intangible	3577
under which the account debtor's principal obligation is a	3578
monetary obligation.	3579

~~(62)~~(61) "Person related to," with respect to an individual,	3580
means:	3581

(a) The spouse of the individual;

3582

(b) A brother, brother-in-law, sister, or sister-in-law of	3583
the individual;	3584

(c) An ancestor or lineal descendant of the individual or the	3585
individual's spouse; or	3586

(d) Any other relative, by blood or marriage, of the	3587
individual or the individual's spouse who shares the same home	3588
with the individual.	3589

~~(63)~~(62) "Person related to," with respect to an	3590
organization, means:	3591

(a) A person directly or indirectly controlling, controlled	3592
by, or under common control with the organization;	3593

(b) An officer or director of, or a person performing similar	3594
functions with respect to, the organization;	3595

(c) An officer or director of, or a person performing similar	3596
functions with respect to, a person described in division	3597
(A)~~(63)~~(62)(a) of this section;	3598

(d) The spouse of an individual described in division	3599
(A)~~(63)~~(62)(a), (b), or (c) of this section; or	3600

(e) An individual who is related by blood or marriage to an	3601
individual described in division (A)~~(63)~~(62)(a), (b), (c), or (d)	3602
of this section and shares the same home with the individual.	3603

~~(64)~~(63) "Proceeds," except as used in division (B) of	3604
section 1309.609 of the Revised Code, means the following	3605
property:	3606

(a) Whatever is acquired upon the sale, lease, license,	3607
exchange, or other disposition of collateral;	3608

(b) Whatever is collected on, or distributed on account of,	3609
collateral;	3610

3611

(d) To the extent of the value of collateral, claims arising	3612
out of the loss, nonconformity, or interference with the use of,	3613
defects or infringement of rights in, or damage to the collateral;	3614
or	3615

(e) To the extent of the value of collateral and to the	3616
extent payable to the debtor or the secured party, insurance	3617
payable by reason of the loss or nonconformity of, defects or	3618
infringement of rights in, or damage to the collateral.	3619

~~(65)~~(64) "Promissory note" means an instrument that evidences	3620
a promise to pay a monetary obligation, does not evidence an order	3621
to pay, and does not contain an acknowledgment by a bank that the	3622
bank has received for deposit a sum of money or funds.	3623

~~(66)~~(65) "Proposal" means a record authenticated by a secured	3624
party that includes the terms on which the secured party is	3625
willing to accept collateral in full or partial satisfaction of	3626
the obligation it secures pursuant to sections 1309.620, 1309.621,	3627
and 1309.622 of the Revised Code.	3628

~~(67)~~(66) "Public-finance transaction" means a secured	3629
transaction in connection with which:	3630

(a) Debt securities are issued;

3631

(b) All or a portion of the securities issued have an initial	3632
stated maturity of at least twenty years; and	3633

(c) The debtor, obligor, secured party, account debtor or	3634
other person obligated on collateral, assignor or assignee of a	3635
secured obligation, or assignor or assignee of a security interest	3636
is a state or a governmental unit of a state.	3637

~~(68)~~(67) "Pursuant to commitment," with respect to an advance	3638
made or other value given by a secured party, means pursuant to	3639
the secured party's obligation, whether or not a subsequent event	3640
of default or other event not within the secured party's control	3641
has relieved or may relieve the secured party from its obligation.	3642

~~(69)~~(68) "Record," except as used in "for record," "of	3643
record," "record or legal title," and "record owner," means	3644
information that is inscribed on a tangible medium or that is	3645
stored in an electronic or other medium and is retrievable in	3646
perceivable form.	3647

~~(70)~~(69) "Registered organization" means an organization	3648
organized solely under the law of a single state or the United	3649
States and as to which the state or the United States must	3650
maintain a public record showing the organization to have been	3651
organized.	3652

~~(71)~~(70) "Secondary obligor" means an obligor to the extent	3653
that:	3654

(a) The obligor's obligation is secondary; or

3655

(b) The obligor has a right of recourse with respect to an	3656
obligation secured by collateral against the debtor, another	3657
obligor, or property of either.	3658

~~(72)~~(71) "Secured party" means:

3659

(a) A person in whose favor a security interest is created or	3660
provided for under a security agreement, whether or not any	3661
obligation to be secured is outstanding;	3662

(b) A person that holds an agricultural lien;

3663

3664

(d) A person to whom accounts, chattel paper, payment	3665
intangibles, or promissory notes have been sold;	3666

(e) A trustee, indenture trustee, agent, collateral agent, or	3667
other representative in whose favor a security interest or	3668
agricultural lien is created or provided for; or	3669

(f) A person who holds a security interest arising under	3670
section 1302.42, 1302.49, 1302.85, 1304.20, 1305.18, or 1310.54 of	3671
the Revised Code.	3672

~~(73)~~(72) "Security agreement" means an agreement that creates	3673
or provides for a security interest.	3674

~~(74)~~(73) "Send," in connection with a record or notification,	3675
means:	3676

(a) To deposit in the mail, deliver for transmission, or	3677
transmit by any other usual means of communication, with postage	3678
or cost of transmission provided for, addressed to any address	3679
reasonable under the circumstances; or	3680

(b) To cause the record or notification to be received within	3681
the time that it would have been received if properly sent under	3682
division (A)~~(74)~~(73)(a) of this section.	3683

~~(75)~~(74) "Software" means a computer program and any	3684
supporting information provided in connection with a transaction	3685
relating to the program. "Software" does not include a computer	3686
program that is included in the definition of goods.	3687

~~(76)~~(75) "State" means a state of the United States, the	3688
District of Columbia, Puerto Rico, the United States Virgin	3689
Islands, or any territory or insular possession subject to the	3690
jurisdiction of the United States.	3691

~~(77)~~(76) "Supporting obligation" means a letter-of-credit	3692
right or secondary obligation that supports the payment or	3693
performance of an account, chattel paper, a document, a general	3694
intangible, an instrument, or investment property.	3695

~~(78)~~(77) "Tangible chattel paper" means chattel paper	3696
evidenced by a record consisting of information that is inscribed	3697
on a tangible medium.	3698

~~(79)~~(78) "Termination statement" means an amendment of a	3699
financing statement that:	3700

(a) Identifies, by its file number, the initial financing	3701
statement to which it relates; and	3702

(b) Indicates either that it is a termination statement or	3703
that the identified financing statement is no longer effective.	3704

~~(80)~~(79) "Transmitting utility" means a person primarily	3705
engaged in the business of:	3706

(a) Operating a railroad, subway, street railway, or trolley	3707
bus;	3708

(b) Transmitting communications electrically,	3709
electromagnetically, or by light;	3710

3711

(d) Transmitting or producing and transmitting electricity,	3712
steam, gas, or water.	3713

(B) Other definitions applying to this chapter are:

3714

(1) "Applicant" has the same meaning as in section 1305.01 of	3715
the Revised Code.	3716

(2) "Beneficiary" has the same meaning as in section 1305.01	3717
of the Revised Code.	3718

(3) "Broker" has the same meaning as in section 1308.01 of	3719
the Revised Code.	3720

(4) "Certificated security" has the same meaning as in	3721
section 1308.01 of the Revised Code.	3722

(5) "Check" has the same meaning as in section 1303.03 of the	3723
Revised Code.	3724

(6) "Clearing corporation" has the same meaning as in section	3725
1308.01 of the Revised Code.	3726

(7) "Contract for sale" has the same meaning as in section	3727
1302.01 of the Revised Code.	3728

(8) "Control" with respect to a document of title, has the	3729
same meaning as in section 1307.106 of the Revised Code.	3730

(9) "Customer" has the same meaning as in section 1304.01 of	3731
the Revised Code.	3732

~~(9)~~(10) "Entitlement holder" has the same meaning as in	3733
section 1308.01 of the Revised Code.	3734

~~(10)~~(11) "Financial asset" has the same meaning as in section	3735
1308.01 of the Revised Code.	3736

~~(11)~~(12) "Holder in due course" has the same meaning as in	3737
section 1303.32 of the Revised Code.	3738

~~(12)~~(13) "Issuer," with respect to a letter of credit or	3739
letter-of-credit right, has the same meaning as in section 1305.01	3740
of the Revised Code.	3741

~~(13)~~(14) "Issuer," with respect to a security, has the same	3742
meaning as in section 1308.08 of the Revised Code.	3743

~~(14)~~(15) "Issuer," with respect to a document of title, has	3744
the same meaning as in section 1307.102 of the Revised Code.	3745

(16) "Lease," "lease agreement," "lease contract," "leasehold	3746
interest," "lessee," "lessee in ordinary course of business,"	3747
"lessor," and "lessor's residual interest" have the same meanings	3748
as in section 1310.01 of the Revised Code.	3749

~~(15)~~(17) "Letter of credit" has the same meaning as in	3750
section 1305.01 of the Revised Code.	3751

~~(16)~~(18) "Merchant" has the same meaning as in section	3752
1302.01 of the Revised Code.	3753

~~(17)~~(19) "Negotiable instrument" has the same meaning as in	3754
section 1303.03 of the Revised Code.	3755

~~(18)~~(20) "Nominated person" has the same meaning as in	3756
section 1305.01 of the Revised Code.	3757

~~(19)~~(21) "Note" has the same meaning as in section 1303.03 of	3758
the Revised Code.	3759

~~(20)~~(22) "Proceeds of a letter of credit" has the same	3760
meaning as in section 1305.13 of the Revised Code.	3761

~~(21)~~(23) "Prove" has the same meaning as in section 1303.01	3762
of the Revised Code.	3763

~~(22)~~(24) "Sale" has the same meaning as in division	3764
(A)~~(11)~~(10) of section 1302.01 of the Revised Code.	3765

~~(23)~~(25) "Securities account" has the same meaning as in	3766
section 1308.51 of the Revised Code.	3767

~~(24)~~(26) "Securities intermediary," "security," "security	3768
certificate," "security entitlement," and "uncertificated	3769
security" have the same meanings as in section 1308.01 of the	3770
Revised Code.	3771

(C) ~~The terms~~In addition, Chapter 1301. of the Revised Code	3772
contains general definitions and principles of construction and	3773
interpretations ~~set forth in sections 1301.01 to 1301.14 of the~~	3774
~~Revised Code are~~ applicable tothroughout this chapter.	3775

Sec. 1309.203. (A) A security interest attaches to	3776
collateral when it becomes enforceable against the debtor with	3777
respect to the collateral, unless an agreement expressly postpones	3778
the time of attachment.	3779

(B) Except as otherwise provided in divisions (C) to (I) of	3780
this section, a security interest is enforceable against the	3781
debtor and third parties with respect to the collateral only if:	3782

(1) Value has been given;

3783

(2) The debtor has rights in the collateral or the power to	3784
transfer rights in the collateral to a secured party; and	3785

(3) One of the following conditions is met:

3786

(a) The debtor has authenticated a security agreement that	3787
provides a description of the collateral and, if the security	3788
interest covers timber to be cut, a description of the land	3789
concerned;	3790

(b) The collateral is not a certificated security and is in	3791
the possession of the secured party under section 1309.313 of the	3792
Revised Code pursuant to the debtor's security agreement;	3793

(c) The collateral is a certificated security in registered	3794
form and the security certificate has been delivered to the	3795
secured party under section 1308.27 of the Revised Code pursuant	3796
to the debtor's security agreement; or	3797

(d) The collateral is deposit accounts, electronic chattel	3798
paper, investment property, or letter-of-credit rights, or	3799
electronic documents, and the secured party has control under	3800
section 1307.106, 1309.104, 1309.105, 1309.106, or 1309.107 of the	3801
Revised Code pursuant to the debtor's security agreement.	3802

(C) Division (B) of this section is subject to section	3803
1304.20 of the Revised Code on the security interest of a	3804
collecting bank, section 1305.18 of the Revised Code on the	3805
security interest of a letter-of-credit issuer or nominated	3806
person, section 1309.110 of the Revised Code on a security	3807
interest arising under Chapter 1302. or 1310. of the Revised Code,	3808
and section 1309.206 of the Revised Code on security interests in	3809
investment property.	3810

(D) A person becomes bound as debtor by a security agreement	3811
entered into by another person if, by operation of law other than	3812
this article or by contract:	3813

(1) The security agreement becomes effective to create a	3814
security interest in the person's property; or	3815

(2) The person becomes generally obligated for the	3816
obligations of the other person, including the obligation secured	3817
under the security agreement, and acquires or succeeds to all or	3818
substantially all of the assets of the other person.	3819

(E) If a new debtor becomes bound as debtor by a security	3820
agreement entered into by another person:	3821

(1) The agreement satisfies division (B)(3) of this section	3822
with respect to existing or after-acquired property of the new	3823
debtor to the extent the property is described in the agreement;	3824
and	3825

(2) Another agreement is not necessary to make a security	3826
interest in the property enforceable.	3827

(F) The attachment of a security interest in collateral gives	3828
the secured party the rights to proceeds provided by section	3829
1309.315 of the Revised Code and is also attachment of a security	3830
interest in a supporting obligation for the collateral.	3831

(G) The attachment of a security interest in a right to	3832
payment or performance secured by a security interest or other	3833
lien on personal or real property is also attachment of a security	3834
interest in the security interest, mortgage, or other lien.	3835

(H) The attachment of a security interest in a securities	3836
account is also attachment of a security interest in the security	3837
entitlements carried in the securities account.	3838

(I) The attachment of a security interest in a commodity	3839
account is also attachment of a security interest in the commodity	3840
contracts carried in the commodity account.	3841

Sec. 1309.207. (A) Except as otherwise provided in division	3842
(D) of this section, a secured party shall use reasonable care in	3843
the custody and preservation of collateral in the secured party's	3844
possession. In the case of an instrument or chattel paper,	3845
reasonable care includes taking necessary steps to preserve rights	3846
against prior parties unless otherwise agreed.	3847

(B) Except as otherwise provided in division (D) of this	3848
section, if a secured party has possession of collateral:	3849

(1) Reasonable expenses, including the cost of insurance and	3850
payment of taxes or other charges, incurred in the custody,	3851
preservation, use, or operation of the collateral are chargeable	3852
to the debtor and are secured by the collateral;	3853

(2) The risk of accidental loss or damage is on the debtor to	3854
the extent of a deficiency in any effective insurance coverage;	3855

(3) The secured party shall keep the collateral identifiable	3856
but fungible collateral may be commingled; and	3857

(4) The secured party may use or operate the collateral:

3858

(a) For the purpose of preserving the collateral or its	3859
value;	3860

(b) As permitted by an order of a court having competent	3861
jurisdiction; or	3862

(c) Except in the case of consumer goods, in the manner and	3863
to the extent agreed by the debtor.	3864

(C) Except as otherwise provided in division (D) of this	3865
section, a secured party having possession of collateral or	3866
control of collateral under section 1307.106, 1309.104, 1309.105,	3867
1309.106, or 1309.107 of the Revised Code:	3868

(1) May hold as additional security any proceeds, except	3869
money or funds, received from the collateral;	3870

(2) Shall apply money or funds received from the collateral	3871
to reduce the secured obligation, unless remitted to the debtor;	3872
and	3873

(3) May create a security interest in the collateral.

3874

(D) If the secured party is a buyer of accounts, chattel	3875
paper, payment intangibles, or promissory notes or a consignor:	3876

(1) Division (A) of this section does not apply unless the	3877
secured party is entitled under an agreement:	3878

(a) To charge back uncollected collateral; or

3879

(b) Otherwise to full or limited recourse against the debtor	3880
or a secondary obligor based on the nonpayment or other default of	3881
an account debtor or other obligor on the collateral; and	3882

(2) Divisions (B) and (C) of this section do not apply.

3883

Sec. 1309.208. (A) This section applies to cases in which	3884
there is no outstanding secured obligation and the secured party	3885
is not committed to make advances, incur obligations, or otherwise	3886
give value.	3887

(B) Within ten days after receiving an authenticated demand	3888
by the debtor:	3889

(1) A secured party having control of a deposit account under	3890
division (A)(2) of section 1309.104 of the Revised Code shall send	3891
to the bank with which the deposit account is maintained an	3892
authenticated statement that releases the bank from any further	3893
obligation to comply with instructions originated by the secured	3894
party.	3895

(2) A secured party having control of a deposit account under	3896
division (A)(3) of section 1309.104 of the Revised Code shall:	3897

(a) Pay the debtor the balance on deposit in the deposit	3898
account; or	3899

(b) Transfer the balance on deposit into a deposit account in	3900
the debtor's name.	3901

(3) A secured party, other than a buyer, having control of	3902
electronic chattel paper under section 1309.105 of the Revised	3903
Code shall:	3904

(a) Communicate the authoritative copy of the electronic	3905
chattel paper to the debtor or its designated custodian;	3906

(b) If the debtor designates a custodian that is the	3907
designated custodian with which the authoritative copy of the	3908
electronic chattel paper is maintained for the secured party,	3909
communicate to the custodian an authenticated record releasing the	3910
designated custodian from any further obligation to comply with	3911
instructions originated by the secured party and instructing the	3912
custodian to comply with instructions originated by the debtor;	3913
and	3914

(c) Take appropriate action to enable the debtor or its	3915
designated custodian to make copies of or revisions to the	3916
authoritative copy that add or change an identified assignee of	3917
the authoritative copy without the consent of the secured party.	3918

(4) A secured party having control of investment property	3919
under division (D)(2) of section 1308.24 or division (B) of	3920
section 1309.106 of the Revised Code shall send to the securities	3921
intermediary or commodity intermediary with which the security	3922
entitlement or commodity contract is maintained an authenticated	3923
record that releases the securities intermediary or commodity	3924
intermediary from any further obligation to comply with	3925
entitlement orders or directions originated by the secured party;	3926
and	3927

(5) A secured party having control of a letter-of-credit	3928
right under section 1309.107 of the Revised Code shall send to	3929
each person having an unfulfilled obligation to pay or deliver	3930
proceeds of the letter of credit to the secured party an	3931
authenticated release from any further obligation to pay or	3932
deliver proceeds of the letter of credit to the secured party.	3933

(6) A secured party having control of an electronic document	3934
shall:	3935

(a) Give control of the electronic document to the debtor or	3936
its designated custodian;	3937

(b) If the debtor designates a custodian that is the	3938
designated custodian with which the authoritative copy of the	3939
electronic document is maintained for the secured party,	3940
communicate to the custodian an authenticated record releasing the	3941
designated custodian from any further obligation to comply with	3942
instructions originated by the secured party and instructing the	3943
custodian to comply with instructions originated by the debtor;	3944
and	3945

(c) Take appropriate action to enable the debtor or its	3946
designated custodian to make copies of or revisions to the	3947
authoritative copy which add or change an identified assignee of	3948
the authoritative copy without the consent of the secured party.	3949

Sec. 1309.301. Except as otherwise provided in sections	3950
1309.303 to 1309.306 of the Revised Code, the following rules	3951
determine the law governing perfection, the effect of perfection	3952
or nonperfection, and the priority of a security interest in	3953
collateral:	3954

(A) Except as otherwise provided in this section, while a	3955
debtor is located in a jurisdiction, the local law of that	3956
jurisdiction governs perfection, the effect of perfection or	3957
nonperfection, and the priority of a security interest in	3958
collateral.	3959

(B) While collateral is located in a jurisdiction, the local	3960
law of that jurisdiction governs perfection, the effect of	3961
perfection or nonperfection, and the priority of a possessory	3962
security interest in that collateral.	3963

(C) Except as otherwise provided in division (D) of this	3964
section, while tangible negotiable documents, goods, instruments,	3965
money, or tangible chattel paper is located in a jurisdiction, the	3966
local law of that jurisdiction governs:	3967

(1) Perfection of a security interest in the goods by filing	3968
a fixture filing;	3969

(2) Perfection of a security interest in timber to be cut;	3970
and	3971

(3) The effect of perfection or nonperfection and the	3972
priority of a nonpossessory security interest in the collateral.	3973

(D) The local law of the jurisdiction in which the wellhead	3974
or minehead is located governs perfection, the effect of	3975
perfection or nonperfection, and the priority of a security	3976
interest in as-extracted collateral.	3977

Sec. 1309.310. (A) Except as otherwise provided in division	3978
(B) of this section and division (B) of section 1309.312 of the	3979
Revised Code, a financing statement must be filed to perfect all	3980
security interests and agricultural liens.	3981

(B) The filing of a financing statement is not necessary to	3982
perfect a security interest:	3983

(1) That is perfected under division (D), (E), (F), or (G) of	3984
section 1309.308 of the Revised Code;	3985

(2) That is perfected under section 1309.309 of the Revised	3986
Code when it attaches;	3987

(3) In property subject to a statute, regulation, or treaty	3988
described in division (A) of section 1309.311 of the Revised Code;	3989

(4) In goods in possession of a bailee which is perfected	3990
under division (D)(1) or (2) of section 1309.312 of the Revised	3991
Code;	3992

(5) In certificated securities, documents, goods, or	3993
instruments which is perfected without filing, control, or	3994
possession under division (E), (F), or (G) of section 1309.312 of	3995
the Revised Code;	3996

(6) In collateral in the secured party's possession under	3997
section 1309.313 of the Revised Code;	3998

(7) In a certificated security perfected by delivery of the	3999
security certificate to the secured party under section 1309.313	4000
of the Revised Code;	4001

(8) In deposit accounts, electronic chattel paper, electronic	4002
documents, investment property, or letter-of-credit rights	4003
perfected by control under section 1309.314 of the Revised Code;	4004

(9) In proceeds which is perfected under section 1309.315 of	4005
the Revised Code; or	4006

(10) That is perfected under section 1309.316 of the Revised	4007
Code.	4008

(C) If a secured party assigns a perfected security interest	4009
or agricultural lien, a filing under this chapter is not required	4010
to continue the perfected status of the security interest against	4011
creditors of and transferees from the original debtor.	4012

Sec. 1309.312. (A) A security interest in chattel paper,	4013
negotiable documents, instruments, or investment property may be	4014
perfected by filing.	4015

(B) Except as otherwise provided in divisions (C) and (D) of	4016
section 1309.315 of the Revised Code for proceeds:	4017

(1) A security interest in a deposit account may be perfected	4018
only by control under section 1309.314 of the Revised Code;	4019

(2) And except as otherwise provided in division (D) of	4020
section 1309.308 of the Revised Code, a security interest in a	4021
letter-of-credit right may be perfected only by control under	4022
section 1309.314 of the Revised Code; and	4023

(3) A security interest in money may be perfected only by the	4024
secured party's taking possession under section 1309.313 of the	4025
Revised Code.	4026

(C) While goods are in the possession of a bailee that has	4027
issued a negotiable document covering the goods:	4028

(1) A security interest in the goods may be perfected by	4029
perfecting a security interest in the document; and	4030

(2) A security interest perfected in the document has	4031
priority over any security interest that becomes perfected in the	4032
goods by another method during that time.	4033

(D) While goods are in the possession of a bailee that has	4034
issued a non-negotiable document covering the goods, a security	4035
interest in the goods may be perfected by:	4036

(1) Issuance of a document in the name of the secured party;

4037

(2) The bailee's receipt of notification of the secured	4038
party's interest; or	4039

(3) Filing as to the goods.

4040

(E) A security interest in certificated securities, or	4041
negotiable documents, or instruments is perfected without filing	4042
or the taking of possession or control for a period of twenty days	4043
from the time it attaches to the extent that it arises for new	4044
value given under an authenticated security agreement.	4045

(F) A perfected security interest in a negotiable document or	4046
goods in possession of a bailee, other than one that has issued a	4047
negotiable document for the goods, remains perfected for a period	4048
of twenty days without filing if the secured party makes available	4049
to the debtor the goods or documents representing the goods for	4050
the purpose of:	4051

(1) Ultimate sale or exchange; or

4052

(2) Loading, unloading, storing, shipping, trans-shipping,	4053
manufacturing, processing, or otherwise dealing with them in a	4054
manner preliminary to their sale or exchange.	4055

(G) A perfected security interest in an instrument or	4056
certificated security remains perfected for twenty days without	4057
filing if the secured party delivers the security certificate or	4058
instrument to the debtor for the purpose of:	4059

(1) Ultimate sale or exchange; or

4060

(2) Presentation, collection, enforcement, renewal, or	4061
registration of transfer.	4062

(H) After the twenty-day period specified in divisions (E),	4063
(F), or (G) of this section expires, perfection depends upon	4064
compliance with this chapter.	4065

Sec. 1309.313. (A) Except as otherwise provided in division	4066
(B) of this section, a secured party may perfect a security	4067
interest in tangible negotiable documents, goods, instruments,	4068
money, or tangible chattel paper by taking possession of the	4069
collateral. A secured party may perfect a security interest in	4070
certificated securities by taking delivery of the certificated	4071
securities under section 1308.27 of the Revised Code.	4072

(B) With respect to goods covered by a certificate of title	4073
issued by this state, a secured party may perfect a security	4074
interest in the goods by taking possession of the goods only in	4075
the circumstances described in division (D) of section 1309.316 of	4076
the Revised Code.	4077

(C) With respect to collateral other than certificated	4078
securities and goods covered by a document, a secured party takes	4079
possession of collateral in the possession of a person other than	4080
the debtor, the secured party, or a lessee of the collateral from	4081
the debtor in the ordinary course of the debtor's business, when:	4082

(1) The person in possession authenticates a record	4083
acknowledging that the person holds possession of the collateral	4084
for the secured party's benefit; or	4085

(2) The person takes possession of the collateral after	4086
having authenticated a record acknowledging that the person will	4087
hold possession of collateral for the secured party's benefit.	4088

(D) If perfection of a security interest depends upon	4089
possession of the collateral by a secured party, perfection occurs	4090
no earlier than the time the secured party takes possession and	4091
continues only while the secured party retains possession.	4092

(E) A security interest in a certificated security in	4093
registered form is perfected by delivery when delivery of the	4094
certificated security occurs under section 1308.27 of the Revised	4095
Code and remains perfected by delivery until the debtor obtains	4096
possession of the security certificate.	4097

(F) A person in possession of collateral is not required to	4098
acknowledge that the person holds possession for a secured party's	4099
benefit.	4100

(G) If a person acknowledges that the person holds possession	4101
for the secured party's benefit:	4102

(1) The acknowledgment is effective under division (C) of	4103
this section or division (A) of section 1308.27 of the Revised	4104
Code, even if the acknowledgment violates the rights of a debtor;	4105
and	4106

(2) Unless the person otherwise agrees or law other than this	4107
chapter otherwise provides, the person does not owe any duty to	4108
the secured party and is not required to confirm the	4109
acknowledgment to another person.	4110

(H) A secured party having possession of collateral does not	4111
relinquish possession by delivering the collateral to a person	4112
other than the debtor or a lessee of the collateral from the	4113
debtor in the ordinary course of the debtor's business if the	4114
person was instructed before the delivery or is instructed	4115
contemporaneously with the delivery:	4116

(1) To hold possession of the collateral for the secured	4117
party's benefit; or	4118

(2) To redeliver the collateral to the secured party.

4119

(I) A secured party does not relinquish possession, even if a	4120
delivery under division (H) of this section violates the rights of	4121
a debtor. A person to whom collateral is delivered under division	4122
(H) of this section does not owe any duty to the secured party and	4123
is not required to confirm the delivery to another person unless	4124
the person otherwise agrees or law other than this chapter	4125
otherwise provides.	4126

Sec. 1309.314. (A) A security interest in investment	4127
property, deposit accounts, letter-of-credit rights, or electronic	4128
chattel paper, or electronic documents may be perfected by control	4129
of the collateral under section 1307.106, 1309.104, 1309.105,	4130
1309.106, or 1309.107 of the Revised Code.	4131

(B) A security interest in deposit accounts, electronic	4132
chattel paper, or letter-of-credit rights, or electronic documents	4133
is perfected by control under section 1307.106, 1309.104,	4134
1309.105, or 1309.107 of the Revised Code when the secured party	4135
obtains control and remains perfected by control only while the	4136
secured party retains control.	4137

(C) A security interest in investment property is perfected	4138
by control under ~~Section~~section 1309.106 of the Revised Code from	4139
the time the secured party obtains control and remains perfected	4140
by control until:	4141

(1) The secured party does not have control; and

4142

(2) One of the following occurs:

4143

(a) If the collateral is a certificated security, the debtor	4144
has or acquires possession of the security certificate;	4145

(b) If the collateral is an uncertificated security, the	4146
issuer has registered or registers the debtor as the registered	4147
owner; or	4148

(c) If the collateral is a security entitlement, the debtor	4149
is or becomes the entitlement holder.	4150

Sec. 1309.317. (A) A security interest or agricultural lien	4151
is subordinate to the rights of:	4152

(1) A person entitled to priority under section 1309.322 of	4153
the Revised Code; and	4154

(2) Except as otherwise provided in division (E) of this	4155
section, a person who becomes a lien creditor before the earlier	4156
of the time:	4157

(a) The security interest or agricultural lien is perfected;	4158
or	4159

(b) One of the conditions specified in division (B)(3) of	4160
section 1309.203 of the Revised Code is met and a financing	4161
statement covering the collateral is filed.	4162

(B) Except as otherwise provided in division (E) of this	4163
section, a buyer, other than a secured party, of tangible chattel	4164
paper, tangible documents, goods, instruments, or a security	4165
certificate takes free of a security interest or agricultural lien	4166
if the buyer gives value and receives delivery of the collateral	4167
without knowledge of the security interest or agricultural lien	4168
and before it is perfected.	4169

(C) Except as otherwise provided in division (E) of this	4170
section, a lessee of goods takes free of a security interest or	4171
agricultural lien if the lessee gives value and receives delivery	4172
of the collateral without knowledge of the security interest or	4173
agricultural lien and before it is perfected.	4174

(D) A licensee of a general intangible or a buyer, other than	4175
a secured party, of accounts, electronic chattel paper, electronic	4176
documents, general intangibles, or investment property other than	4177
a certificated security takes free of a security interest if the	4178
licensee or buyer gives value without knowledge of the security	4179
interest and before it is perfected.	4180

(E) Except as otherwise provided in sections 1309.320 and	4181
1309.321 of the Revised Code, if a person files a financing	4182
statement with respect to a purchase money security interest	4183
before or within twenty days after the debtor receives delivery of	4184
the collateral, the security interest takes priority over the	4185
rights of a buyer, lessee, or lien creditor that arise between the	4186
time the security interest attaches and the time of filing.	4187

Sec. 1309.331. (A) This chapter does not limit the rights of	4188
a holder in due course of a negotiable instrument, as defined in	4189
section 1303.32 of the Revised Code, or a holder to whom a	4190
negotiable document of title has been duly negotiated under	4191
section ~~1307.29~~1307.501 of the Revised Code, or a protected	4192
purchaser of a security under section 1308.17 of the Revised Code.	4193
These holders or purchasers take priority over an earlier security	4194
interest, even though perfected, to the extent provided in	4195
Chapters 1303., 1307., and 1308. of the Revised Code.	4196

(B) This chapter does not limit the rights of or impose	4197
liability on a person to the extent that the person is protected	4198
against the assertion of a claim under Chapter 1308. of the	4199
Revised Code.	4200

(C) Filing under this chapter does not constitute notice of a	4201
claim or defense to the holders, purchasers, or persons described	4202
in divisions (A) and (B) of this section.	4203

Sec. 1309.338. If a security interest or agricultural lien	4204
is perfected by a filed financing statement providing information	4205
described in division (B)(5) of section 1309.516 of the Revised	4206
Code that is incorrect at the time the financing statement is	4207
filed:	4208

(A) The security interest or agricultural lien is subordinate	4209
to a conflicting perfected security interest in the collateral to	4210
the extent that the holder of the conflicting security interest	4211
gives value in reasonable reliance upon the incorrect information;	4212
and	4213

(B) A purchaser, other than a secured party, of the	4214
collateral takes free of the security interest or agricultural	4215
lien to the extent that, in reasonable reliance upon the incorrect	4216
information, the purchaser gives value and, in the case of	4217
tangible chattel paper, tangible documents, goods, instruments, or	4218
a security certificate, receives delivery of the collateral.	4219

Sec. 1309.601. (A) After default, a secured party has the	4220
rights provided in sections 1309.601 to 1309.628 of the Revised	4221
Code and, except as otherwise provided in section 1309.602 of the	4222
Revised Code, those provided by agreement of the parties. A	4223
secured party:	4224

(1) May reduce a claim to judgment, foreclose, or otherwise	4225
enforce the claim, security interest, or agricultural lien by any	4226
available judicial procedure; and	4227

(2) If the collateral is documents, proceed either as to the	4228
documents or as to the goods they cover.	4229

(B) A secured party in possession of collateral or control of	4230
collateral under section 1307.106, 1309.104, 1309.105, 1309.106,	4231
or 1309.107 of the Revised Code has the rights and duties provided	4232
in section 1309.207 of the Revised Code.	4233

(C) The rights under divisions (A) and (B) of this section	4234
are cumulative and may be exercised simultaneously.	4235

(D) Except as otherwise provided in division (G) of this	4236
section and section 1309.605 of the Revised Code, after default, a	4237
debtor and an obligor have the rights provided in sections	4238
1309.601 to 1309.628 of the Revised Code and by agreement of the	4239
parties.	4240

(E) If a secured party has reduced its claim to judgment, the	4241
lien of any levy that may be made upon the collateral by virtue of	4242
an execution based upon the judgment relates back to the earliest	4243
of:	4244

(1) The date of perfection of the security interest or	4245
agricultural lien in the collateral;	4246

(2) The date of filing a financing statement covering the	4247
collateral; or	4248

(3) Any date specified in a statute under which the	4249
agricultural lien was created.	4250

(F) A sale pursuant to an execution is a foreclosure of the	4251
security interest or agricultural lien by judicial procedure	4252
within the meaning of this section. A secured party may purchase	4253
at the sale and after the sale may hold the collateral free of any	4254
other requirements of this chapter.	4255

(G) Except as provided in division (C) of section 1309.607 of	4256
the Revised Code, sections 1309.601 to 1309.628 of the Revised	4257
Code do not impose any duties upon a secured party who is a	4258
consignor or a buyer of accounts, chattel paper, payment	4259
intangibles, or promissory notes.	4260

Sec. 1310.01. (A) As used in sections 1310.01 to 1310.78 of	4261
the Revised Code, unless the context otherwise requires:	4262

(1) "Buyer in ordinary course of business" means a person who	4263
in good faith and without knowledge that the sale to the person is	4264
in violation of the ownership rights or security interest or	4265
leasehold interest of a third party in the goods buys in ordinary	4266
course from a person in the business of selling goods of that	4267
kind. "Buyer in ordinary course of business" does not include a	4268
pawnbroker. "Buying" may be for cash, by exchange of other	4269
property, or on secured or unsecured credit and includes ~~receiving~~	4270
acquiring goods or documents of title under a preexisting contract	4271
for sale. "Buying" does not include a transfer in bulk or as	4272
security for or in total or partial satisfaction of a money debt.	4273

(2) "Cancellation" occurs when either party puts an end to	4274
the lease contract for default by the other party.	4275

(3) "Commercial unit" means a unit of goods that by	4276
commercial usage is a single whole for purposes of lease and	4277
division of which materially impairs its character or value on the	4278
market or in use. A "commercial unit" may be a single article,	4279
including a machine; a set of articles, including a suite of	4280
furniture or a line of machinery; a quantity, including a gross or	4281
carload; or any other unit treated in use or in the relevant	4282
market as a single whole.	4283

(4) "Conforming" goods or performance under a lease contract	4284
means goods or performance that are in accordance with the	4285
obligations under the lease contract.	4286

(5) "Consumer lease" means a lease that a lessor regularly	4287
engaged in the business of leasing or selling makes to a lessee	4288
who is an individual and who takes under the lease primarily for a	4289
personal, family, or household purpose.	4290

(6) "Fault" means wrongful act, omission, breach, or default.

4291

(7) "Finance lease" means a lease with respect to which all	4292
of the following apply:	4293

(a) The lessor does not select, manufacture, or supply the	4294
goods;	4295

(b) The lessor acquires the goods or the right to possession	4296
and use of the goods in connection with the lease;	4297

4298

(i) The lessee receives a copy of the contract by which the	4299
lessor acquired the goods or the right to possession and use of	4300
the goods before signing the lease contract;	4301

(ii) The lessee's approval of the contract by which the	4302
lessor acquired the goods or the right to possession and use of	4303
the goods is a condition to effectiveness of the lease contract;	4304

(iii) Before signing the lease contract, the lessee receives	4305
an accurate and complete statement designating the promises and	4306
warranties, disclaimers of warranties, limitations or	4307
modifications of remedies, or liquidated damages of the	4308
manufacturer of the goods and of any other third party that were	4309
provided to the lessor by the person supplying the goods in	4310
connection with or as part of the contract by which the lessor	4311
acquired the goods or the right to possession and use of the	4312
goods;	4313

(iv) If the lease is not a consumer lease, before the lessee	4314
signs the lease contract, the lessor informs the lessee in writing	4315
of the identity of the person supplying the goods to the lessor,	4316
unless the lessee has selected that person and directed the lessor	4317
to acquire the goods or the right to possession and use of the	4318
goods from that person; that the lessee is entitled under sections	4319
1310.01 to 1310.78 of the Revised Code to the promises and	4320
warranties, including those of any third party, provided to the	4321
lessor by the person supplying the goods in connection with or as	4322
part of the contract by which the lessor acquired the goods or the	4323
right to possession and use of the goods; and that the lessee may	4324
communicate with the person supplying the goods to the lessor and	4325
receive an accurate and complete statement of those promises and	4326
warranties, including any disclaimers and limitations of them or	4327
of remedies.	4328

(8) "Goods" means all things that are movable at the time of	4329
identification to the lease contract or that are fixtures, as	4330
defined in section 1310.37 of the Revised Code. "Goods" does not	4331
include money, documents, instruments, accounts, chattel paper,	4332
general intangibles, or minerals or the like, including oil and	4333
gas, before extraction. "Goods" includes the unborn young of	4334
animals.	4335

(9) "Installment lease contract" means a lease contract that	4336
authorizes or requires the delivery of goods in separate lots to	4337
be separately accepted, even though the lease contract contains a	4338
clause "each delivery is a separate lease" or its equivalent.	4339

(10) "Lease" means a transfer of the right to possession and	4340
use of goods for a term in return for consideration. A sale,	4341
including a sale on approval or a sale or return, or retention or	4342
creation of a security interest, is not a lease. Unless the	4343
context clearly indicates otherwise, "lease" includes a sublease.	4344

(11) "Lease agreement" means the bargain, with respect to the	4345
lease, of the lessor and the lessee in fact as found in their	4346
language or by implication from other circumstances, including	4347
course of dealing, usage of trade, or course of performance as	4348
provided in sections 1310.01 to 1310.78 of the Revised Code.	4349
Unless the context clearly indicates otherwise, "lease agreement"	4350
includes a sublease agreement.	4351

(12) "Lease contract" means the total legal obligation that	4352
results from the lease agreement as affected by sections 1310.01	4353
to 1310.78 of the Revised Code and any other applicable rules of	4354
law. Unless the context clearly indicates otherwise, "lease	4355
contract" includes a sublease contract.	4356

(13) "Leasehold interest" means the interest of the lessor or	4357
the lessee under a lease contract.	4358

(14) "Lessee" means a person who acquires the right to	4359
possession and use of goods under a lease. Unless the context	4360
clearly indicates otherwise, "lessee" includes a sublessee.	4361

(15) "Lessee in ordinary course of business" means a person	4362
who in good faith and without knowledge that the lease to the	4363
person is in violation of the ownership rights or security	4364
interest or leasehold interest of a third party in the goods	4365
leases in ordinary course from a person in the business of selling	4366
or leasing goods of that kind. "Lessee in ordinary course of	4367
business" does not include a pawnbroker. "Leasing" may be for	4368
cash, by exchange of other property, or on secured or unsecured	4369
credit and includes ~~receiving~~acquiring goods or documents of	4370
title under a preexisting lease contract. "Leasing" does not	4371
include a transfer in bulk or as security for or in total or	4372
partial satisfaction of a money debt.	4373

(16) "Lessor" means a person who transfers the right to	4374
possession and use of goods under a lease. Unless the context	4375
clearly indicates otherwise, "lessor" includes a sublessor.	4376

(17) "Lessor's residual interest" means the lessor's interest	4377
in the goods after expiration, termination, or cancellation of the	4378
lease contract.	4379

(18) "Lien" means a charge against or interest in goods to	4380
secure payment of a debt or performance of an obligation but does	4381
not include a security interest.	4382

(19) "Lot" means a parcel or a single article that is the	4383
subject matter of a separate lease or delivery, whether or not it	4384
is sufficient to perform the lease contract.	4385

(20) "Merchant lessee" means a lessee that is a merchant with	4386
respect to goods of the kind subject to the lease.	4387

(21) "Present value" means the amount as of a date certain of	4388
one or more sums payable in the future, discounted to the date	4389
certain. The discount is determined by the interest rate specified	4390
by the parties if the rate was not manifestly unreasonable at the	4391
time the parties entered into the transaction. The discount	4392
otherwise is determined by a commercially reasonable rate that	4393
takes into account the facts and circumstances of each case at the	4394
time the parties entered into the transaction.	4395

(22) "Purchase" includes taking by sale, lease, mortgage,	4396
security interest, pledge, gift, or any other voluntary	4397
transaction creating an interest in goods.	4398

(23) "Sublease" means a lease of goods the right to	4399
possession and use of which was acquired by the lessor as a lessee	4400
under an existing lease.	4401

(24) "Supplier" means a person from whom a lessor buys or	4402
leases goods to be leased under a finance lease.	4403

(25) "Supply contract" means a contract under which a lessor	4404
buys or leases goods to be leased.	4405

(26) "Termination" occurs when either party pursuant to a	4406
power created by agreement or law puts an end to the lease	4407
contract otherwise than for default.	4408

(B) The following definitions also apply to sections 1310.01	4409
to 1310.78 of the Revised Code:	4410

(1) "Accessions," as defined in section 1310.38 of the	4411
Revised Code;	4412

(2) "Construction mortgage," "encumbrance," "fixtures,"	4413
"fixture filing," and "purchase money lease" as defined in section	4414
1310.37 of the Revised Code.	4415

(C) As used in sections 1310.01 to 1310.78 of the Revised	4416
Code:	4417

(1) "Account," "chattel paper," "document," "general	4418
intangible," "instrument," "mortgage," and "pursuant to	4419
commitment" have the same meanings as in section 1309.102 of the	4420
Revised Code.	4421

(2) "Between merchants," "buyer," ~~"good faith,"~~ "merchant,"	4422
"receipt," "sale," and "seller" have the same meanings as in	4423
section 1302.01 of the Revised Code.	4424

(3) "Consumer goods" has the same meaning as in section	4425
1309.07 of the Revised Code.	4426

(4) "Entrusting" has the same meaning as in section 1302.44	4427
of the Revised Code.	4428

(5) "Sale on approval" and "sale or return" have the same	4429
meanings as in section 1302.39 of the Revised Code.	4430

(D) ~~The terms~~In addition, Chapter 1301. of the Revised Code	4431
contains general definitions and principles of construction and	4432
interpretation ~~set forth in sections 1301.01 to 1301.14 of the~~	4433
~~Revised Code are~~ applicable ~~to sections 1310.01 to 1310.78 of the~~	4434
~~Revised Code~~throughout this chapter.	4435

Sec. 1310.47. (A) Whether the lessor or the lessee is in	4436
default under a lease contract is determined by the lease	4437
agreement and sections 1310.01 to 1310.78 of the Revised Code.	4438

(B) If the lessor or the lessee is in default under the lease	4439
contract, the party seeking enforcement has rights and remedies as	4440
provided in sections 1310.01 to 1310.78 of the Revised Code and,	4441
except as limited by those sections, as provided in the lease	4442
agreement.	4443

(C) If the lessor or the lessee is in default under the lease	4444
contract, the party seeking enforcement may reduce the party's	4445
claim to judgment or otherwise enforce the lease contract by	4446
self-help or any available judicial procedure or nonjudicial	4447
procedure, including an administrative proceeding, arbitration, or	4448
the like, in accordance with sections 1310.01 to 1310.78 of the	4449
Revised Code.	4450

(D) Except as otherwise provided in division (A) of section	4451
~~1301.06~~1301.305 or sections 1310.01 to 1310.78 of the Revised	4452
Code or the lease agreement, the rights and remedies referred to	4453
in divisions (B) and (C) of this section are cumulative.	4454

(E) If the lease agreement covers both real property and	4455
goods, the party seeking enforcement may proceed under sections	4456
1310.47 to 1310.78 of the Revised Code as to the goods or under	4457
other applicable law as to both the real property and the goods in	4458
accordance with that party's rights and remedies in respect of the	4459
real property, in which case sections 1310.47 to 1310.78 of the	4460
Revised Code does not apply.	4461

Sec. 1310.60. (A) In rejecting goods, a lessee's failure to	4462
state a particular defect that is ascertainable by reasonable	4463
inspection precludes the lessee from relying on the defect to	4464
justify rejection or to establish default if either of the	4465
following applies:	4466

(1) The lessor or supplier could have cured the defect as	4467
provided in section 1310.59 of the Revised Code if the defect had	4468
been stated seasonably;	4469

(2) Between merchants, the lessor or supplier, after the	4470
rejection of the goods, made a request in writing for a full and	4471
final written statement of all defects on which the lessee	4472
proposes to rely.	4473

(B) A lessee's failure to reserve rights when paying rent or	4474
other consideration against documents precludes recovery of the	4475
payment for defects apparent ~~on the face of~~in the documents.	4476

Sec. 1310.64. (A) After a default of the type described in	4477
division (A) of section 1310.54 of the Revised Code by a lessor	4478
under a lease contract, the lessee may cover by making any	4479
purchase or lease of or contract to purchase or lease goods in	4480
substitution for those due from the lessor.	4481

(B) Except as otherwise provided in section 1310.50 of the	4482
Revised Code with respect to damages liquidated in the lease	4483
agreement or otherwise determined pursuant to agreement of the	4484
parties as provided in ~~division (C) of~~ section ~~1301.02~~1301.302	4485
and in section 1310.49 of the Revised Code, if a lessee's cover is	4486
by a lease agreement substantially similar to the original lease	4487
agreement and the new lease agreement is made in good faith and in	4488
a commercially reasonable manner, the lessee may recover from the	4489
lessor as damages both of the following:	4490

(1) The present value, as of the date of the commencement of	4491
the term of the new lease agreement, of the rent under the new	4492
lease agreement applicable to that period of the new lease term	4493
that is comparable to the then remaining term of the original	4494
lease agreement minus the present value, as of the same date, of	4495
the total rent for the then remaining lease term of the original	4496
lease agreement;	4497

(2) Any incidental or consequential damages, less expenses	4498
saved in consequence of the lessor's default.	4499

(C) If a lessee's cover is by a lease agreement that for any	4500
reason does not qualify for treatment under division (B) of this	4501
section or is by purchase or otherwise, the lessee may recover	4502
from the lessor as if the lessee had elected not to cover and	4503
section 1310.65 of the Revised Code governs.	4504

Sec. 1310.65. (A) Except as otherwise provided in section	4505
1310.50 of the Revised Code with respect to damages liquidated in	4506
the lease agreement or as otherwise determined pursuant to the	4507
agreement of the parties as provided in ~~division (C) of~~ section	4508
~~1301.02~~1301.302 and section 1310.49 of the Revised Code, if a	4509
lessee elects not to cover or a lessee elects to cover and the	4510
cover is by lease agreement that for any reason does not qualify	4511
for treatment under division (B) of section 1310.64 of the Revised	4512
Code or is by purchase or otherwise, the measure of damages for	4513
nondelivery or repudiation by the lessor or for rejection or	4514
revocation of acceptance by the lessee is the present value, as of	4515
the date of the default, of the then market rent minus the present	4516
value, as of the same date, of the original rent, computed for the	4517
remaining lease term of the original lease agreement, together	4518
with incidental and consequential damages, less expenses saved in	4519
consequence of the lessor's default.	4520

(B) Market rent is to be determined as of the place for	4521
tender or, in cases of rejection after arrival or revocation of	4522
acceptance, as of the place of arrival.	4523

(C) Except as otherwise agreed, if the lessee has accepted	4524
goods and given notification as provided in division (C) of	4525
section 1310.62 of the Revised Code, the measure of damages for	4526
nonconforming tender or delivery or other default by a lessor is	4527
the loss resulting in the ordinary course of events from the	4528
lessor's default as determined in any manner that is reasonable,	4529
together with incidental and consequential damages, less expenses	4530
saved in consequence of the lessor's default.	4531

(D) Except as otherwise agreed, the measure of damages for	4532
breach of warranty is the present value, at the time and place of	4533
acceptance, of the difference between the value of the use of the	4534
goods accepted and that value if they had been as warranted for	4535
the lease term, unless special circumstances show proximate	4536
damages of a different amount, together with incidental and	4537
consequential damages, less expenses saved in consequence of the	4538
lessor's default or breach of warranty.	4539

Sec. 1310.72. (A) A lessor may stop delivery of goods in the	4540
possession of a carrier or other bailee if the lessor discovers	4541
the lessee to be insolvent and may stop delivery of carload,	4542
truckload, planeload, or larger shipments of express or freight if	4543
the lessee repudiates or fails to make a payment due before	4544
delivery, whether for rent, security, or otherwise under the lease	4545
contract, or for any other reason the lessor has a right to	4546
withhold or take possession of the goods.	4547

(B) In pursuing its remedies under division (A) of this	4548
section, the lessor may stop delivery until one of the following	4549
occurs:	4550

(1) Receipt of the goods by the lessee;

4551

(2) Acknowledgment to the lessee by any bailee of the goods,	4552
except a carrier, that the bailee holds the goods for the lessee;	4553

(3) Such an acknowledgment to the lessee by a carrier via	4554
reshipment or as ~~warehouseman~~warehouse.	4555

(C)(1) To stop delivery, a lessor shall so notify as to	4556
enable the bailee by reasonable diligence to prevent delivery of	4557
the goods.	4558

(2) After notification, the bailee shall hold and deliver the	4559
goods according to the directions of the lessor, but the lessor is	4560
liable to the bailee for any ensuing charges or damages.	4561

(3) A carrier who has issued a nonnegotiable bill of lading	4562
is not obliged to obey a notification to stop that is received	4563
from a person other than the consignor.	4564

Sec. 1310.73. (A) After a default of the type described in	4565
division (A) or (C)(1) of section 1310.69 of the Revised Code by a	4566
lessee under the lease contract, after the lessor refuses to	4567
deliver or takes possession of goods as provided in section	4568
1310.71 or 1310.72 of the Revised Code, or, if agreed, after other	4569
default by a lessee, the lessor may dispose of the goods concerned	4570
or the undelivered balance of the goods concerned by lease, sale,	4571
or otherwise.	4572

(B) Except as otherwise provided with respect to damages	4573
liquidated in the lease agreement pursuant to section 1310.50 of	4574
the Revised Code or otherwise determined pursuant to agreement of	4575
the parties as provided in ~~division (C) of~~ section ~~1301.02~~	4576
1301.302 and section 1310.49 of the Revised Code, if the	4577
disposition is by lease agreement substantially similar to the	4578
original lease agreement and the new lease agreement is made in	4579
good faith and in a commercially reasonable manner, the lessor may	4580
recover from the lessee as damages all of the following:	4581

(1) Accrued and unpaid rent as of the date of the	4582
commencement of the term of the new lease agreement;	4583

(2) The present value, as of the same date, of the total rent	4584
for the then remaining lease term of the original lease agreement	4585
minus the present value, as of the same date, of the rent under	4586
the new lease agreement applicable to that period of the new lease	4587
term that is comparable to the then remaining term of the original	4588
lease agreement;	4589

(3) Any incidental damages allowed under section 1310.76 of	4590
the Revised Code, less expenses saved in consequence of the	4591
lessee's default.	4592

(C) If the lessor's disposition of the goods is by a lease	4593
agreement that for any reason does not qualify for treatment under	4594
division (B) of this section, or is by sale or otherwise, the	4595
lessor may recover from the lessee as if the lessor had elected	4596
not to dispose of the goods, and section 1310.74 of the Revised	4597
Code governs.	4598

(D) A subsequent buyer or lessee who buys or leases from the	4599
lessor in good faith for value as a result of a disposition of	4600
goods under this section takes the goods free of the original	4601
lease contract and any rights of the original lessee even though	4602
the lessor fails to comply with one or more of the requirements of	4603
sections 1310.01 to 1310.78 of the Revised Code.	4604

(E) The lessor is not accountable to the lessee for any	4605
profit made on any disposition. A lessee who has rightfully	4606
rejected or justifiably revoked acceptance and has proceeded in	4607
accordance with division (E) of section 1310.54 of the Revised	4608
Code shall account to the lessor for any excess over the amount of	4609
the lessee's security interest.	4610

Sec. 1310.74. (A) Except as otherwise provided with respect	4611
to damages liquidated in the lease agreement pursuant to section	4612
1310.50 of the Revised Code or otherwise determined pursuant to	4613
the agreement of the parties as provided in ~~division (C) of~~	4614
section ~~1301.02~~1301.302 and section 1310.49 of the Revised Code,	4615
if a lessor elects to retain the goods or a lessor elects to	4616
dispose of the goods and the disposition is by lease agreement	4617
that for any reason does not qualify for treatment under division	4618
(B) of section 1310.73 of the Revised Code or is by sale or	4619
otherwise, the lessor may recover from the lessee as damages for a	4620
default of the type described in division (A) or (C)(1) of section	4621
1310.69 of the Revised Code or, if agreed, for other default of	4622
the lessee all of the following:	4623

(1) Accrued and unpaid rent as of the date of default, if the	4624
lessee has never taken possession of the goods or, if the lessee	4625
has taken possession of the goods, as of the date the lessor	4626
repossesses the goods or an earlier date on which the lessee makes	4627
a tender of the goods to the lessor;	4628

(2) The present value as of the date determined under	4629
division (A)(1) of this section of the total rent for the then	4630
remaining lease term of the original lease agreement minus the	4631
present value as of the same date of the market rent at the place	4632
where the goods are located computed for the same lease term;	4633

(3) Any incidental damages allowed under section 1310.76 of	4634
the Revised Code, less expenses saved in consequence of the	4635
lessee's default.	4636

(B) If the measure of damages provided in division (A) of	4637
this section is inadequate to put a lessor in as good a position	4638
as performance would have, the measure of damages is the present	4639
value of the profit, including reasonable overhead, the lessor	4640
would have made from full performance by the lessee, together with	4641
any incidental damages allowed under section 1310.76 of the	4642
Revised Code, due allowance for costs reasonably incurred, and due	4643
credit for payments or proceeds of disposition.	4644

Sec. 1311.55. (A) As used in this section:

4645

(1) "Agricultural product" means all fruit and vegetable	4646
crops, meat and meat products, milk and dairy products, poultry	4647
and poultry products, wool, and all seeds harvested by a producer	4648
for sale, except that it does not include any grain crop that is	4649
subject to the fee that the director of agriculture may require to	4650
be remitted under section 926.16 of the Revised Code.	4651

(2) "Agricultural product handling" means engaging in or	4652
participating in the business of buying, selling, exchanging, or	4653
negotiating or soliciting a purchase, sale, resale, exchange, or	4654
transfer of an agricultural product.	4655

(3) "Agricultural product handler" or "handler" means any	4656
person who is engaged in the business of agricultural product	4657
handling, except that a person who sells only those agricultural	4658
products that the person has produced, or buys agricultural	4659
products for the person's own use, is not an agricultural product	4660
handler.	4661

(4) "Agricultural producer" or "producer" means any person	4662
who grows, raises, or produces an agricultural product on land	4663
that the person owns or leases.	4664

(5) "Proceeds" has the same meaning as in division	4665
(A)~~(64)~~(63) of section 1309.102 of the Revised Code.	4666

(B) An agricultural producer who delivers an agricultural	4667
product under an express or implied contract to an agricultural	4668
product handler, or an agricultural product handler who delivers	4669
an agricultural product under an express or implied contract to	4670
another agricultural product handler, has a lien to secure the	4671
payment for all of the agricultural product delivered under that	4672
contract. The lien attaches to the product, whether in a raw or	4673
processed condition, while in the possession of the agricultural	4674
product handler, and to the proceeds of the sale of the	4675
agricultural product. The lien attaches from the date of delivery	4676
of the agricultural product to the handler, or if there is a	4677
series of deliveries under the contract, from the date of the	4678
first delivery. The lien is contingent until the producer or	4679
handler complies with section 1311.56 of the Revised Code.	4680

(C) The lien on an agricultural product covers the contract	4681
price agreed upon, or when there is no agreed price at the time of	4682
delivery, the value of the agricultural product as determined by	4683
the "market news service" of the Ohio department of agriculture on	4684
the date the agricultural producer or handler files the affidavit	4685
permitted under section 1311.56 of the Revised Code.	4686

(D) Any waiver by a producer or handler of the producer's or	4687
handler's right to an agricultural product lien is void as being	4688
contrary to public policy.	4689

Sec. 1311.57. (A) An agricultural producer or handler who	4690
perfects ~~his~~a lien within sixty days after the date of delivery,	4691
or first delivery if there was a series of deliveries under the	4692
contract, of the agricultural product has priority over all liens,	4693
claims, or encumbrances except wage and salary claims of workers	4694
who have no ownership interest in the business of the agricultural	4695
product handler, ~~warehouseman's~~warehouse's liens as provided in	4696
section ~~1307.14~~1307.209 of the Revised Code, and amounts owed by	4697
the lienholder to the handler that are subject to setoff, and	4698
except that secured creditors who have security interests under	4699
Chapter 1309. of the Revised Code have priority over liens	4700
perfected by agricultural handlers pursuant to section 1311.56 of	4701
the Revised Code. If several liens are obtained by several persons	4702
on the same agricultural product, the person who perfects ~~his~~such	4703
a lien first has priority over all other agricultural product	4704
lienholders.	4705

A producer or handler who does not perfect ~~his~~such a lien	4706
within the time period defined in this division has the status of	4707
an unsecured general creditor.	4708

(B) The agricultural product lien remains in effect for two	4709
years after an affidavit is recorded in the office of the county	4710
recorder under section 1311.56 of the Revised Code, and within	4711
that time, until one of the following occurs:	4712

(1) The lienholder or ~~his~~the lienholder's secured creditor	4713
receives full payment from the agricultural product handler;	4714

(2) At the option of the lienholder or ~~his~~the lienholder's	4715
secured creditor, less than full payment is received pursuant to a	4716
written agreement with the handler;	4717

(3) A final judgment is entered by a court having	4718
jurisdiction in an action adjudicating the status of the	4719
agricultural product lien.	4720

(C) Notwithstanding division (B) of this section, an	4721
agricultural product lien shall remain in effect throughout any	4722
insolvency proceedings involving the agricultural product handler	4723
named in the affidavit.	4724

(D) After the amount of ~~his~~the lienholder's lien has been	4725
satisfied, a lienholder shall cause the lien to be released within	4726
thirty days.	4727

~~Sec. 1301.21.~~ Sec. 1319.02. (A) As used in this section:

4728

(1) "Contract of indebtedness" means a note, bond, mortgage,	4729
conditional sale contract, retail installment contract, lease,	4730
security agreement, or other written evidence of indebtedness,	4731
other than indebtedness incurred for purposes that are primarily	4732
personal, family, or household.	4733

(2) "Commitment to pay attorneys' fees" means an obligation	4734
to pay attorneys' fees that arises in connection with the	4735
enforcement of a contract of indebtedness.	4736

(3) "Maturity of the debt" includes maturity upon default or	4737
otherwise.	4738

(B) If a contract of indebtedness includes a commitment to	4739
pay attorneys' fees, and if the contract is enforced through	4740
judicial proceedings or otherwise after maturity of the debt, a	4741
person that has the right to recover attorneys' fees under the	4742
commitment, at the option of that person, may recover attorneys'	4743
fees in accordance with the commitment, to the extent that the	4744
commitment is enforceable under divisions (C) and (D) of this	4745
section.	4746

(C) A commitment to pay attorneys' fees is enforceable under	4747
this section only if the total amount owed on the contract of	4748
indebtedness at the time the contract was entered into exceeds one	4749
hundred thousand dollars.	4750

(D) A commitment to pay attorneys' fees is enforceable only	4751
to the extent that it obligates payment of a reasonable amount. In	4752
determining the amount of attorneys' fees that is reasonable, all	4753
relevant factors shall be considered, including but not limited	4754
to, the nature of the services rendered, the time expended in	4755
rendering the services, the amount of money and the value of the	4756
property affected, and the professional skill and expertise of the	4757
attorney or attorneys rendering the services. Unless a court has	4758
been requested to make a determination of the amount of attorneys'	4759
fees that is reasonable and finds to the contrary by a	4760
preponderance of the evidence, the following are deemed reasonable	4761
amounts:	4762

(1) If the commitment to pay attorneys' fees is based upon a	4763
specific percentage of the total principal, interest, and other	4764
charges owed on the contract of indebtedness, the percentage of	4765
the total so owed as specified in the contract of indebtedness;	4766

(2) If the commitment to pay attorneys' fees is not based	4767
upon a specific percentage of the total principal, interest, and	4768
other charges owed on the contract of indebtedness, an amount	4769
equal to the attorneys' fees customarily charged by the attorney	4770
or attorneys rendering the services.	4771

Sec. 1333.23. Any garment, clothing, wearing apparel, or	4772
household goods that are placed in storage and that remain in the	4773
possession of a person without the reasonable or agreed charges	4774
for the storage having been paid for twelve months, and any	4775
garment, clothing, wearing apparel, or household goods on which	4776
any of the services or labor described in section 1333.22 of the	4777
Revised Code have been performed, that subsequently have been	4778
placed in storage by agreement and that remain in the possession	4779
of a person without the reasonable or agreed charges for the	4780
services, labor, and storage having been paid for twelve months	4781
may be sold by that person to pay those charges and the costs of	4782
notifying the owner of the garment, clothing, wearing apparel, or	4783
household goods as described in this section and in section	4784
1333.24 of the Revised Code or may be given away or otherwise	4785
disposed of by that person if hethe person cannot sell the	4786
garment, clothing, wearing apparel, or household goods. The person	4787
to whom the charges are owed shall notify the owner of the	4788
garment, clothing, wearing apparel, or household goods of the time	4789
and place of the proposed sale or other disposition of it in	4790
accordance with section 1333.24 of the Revised Code. This section	4791
does not apply to ~~persons~~a person operating as ~~warehouses or~~	4792
~~warehousemen~~a warehouse as defined in section 1307.102 of the	4793
Revised Code.	4794

~~Sec. 1301.16.~~ Sec. 1333.72. No person shall sell, offer for sale,	4795
or install for use any new grain-drying equipment unless the	4796
equipment is labeled or accompanied by an operator's manual to	4797
indicate its energy usage to the prospective purchaser of the	4798
equipment. Whoever violates this section is guilty of a minor	4799
misdemeanor.	4800

~~Sec. 1301.18.~~ Sec. 1333.73. No person shall sell, offer for sale,	4801
or install for use any new central air conditioner, refrigerator,	4802
refrigerator-freezer, freezer, kitchen range or oven, dishwasher,	4803
clothes washer, clothes dryer, furnace, water heater, room air	4804
conditioner, television set, humidifier, home heating equipment	4805
other than furnaces, or other consumer product subject to an	4806
energy efficiency standard promulgated under section 325 of the	4807
"Energy Policy and Conservation Act," 89 Stat. 923, 42 U.S.C.A.	4808
6295, as amended, that is not in compliance with applicable	4809
standards promulgated under that section. This section does not	4810
apply to the sale, offering for sale, or installation of any such	4811
category of consumer product for which no applicable energy	4812
efficiency standard has been promulgated pursuant to such federal	4813
act. Whoever violates this section is guilty of a minor	4814
misdemeanor on a first offense, and on subsequent offenses is	4815
guilty of a misdemeanor of the first degree.	4816

Sec. 1743.08. A company or association organized as an	4817
elevator company may purchase and hold real and personal estate;	4818
may erect, purchase, and own the necessary buildings, offices, and	4819
machinery for carrying on the business of receiving, storing,	4820
delivering, and forwarding grain of all kinds; and may add to and	4821
connect with this the business of a general storage ~~warehousemen~~	4822
~~and~~warehouse or forwarders of all kinds of produce and	4823
merchandise. It shall not deal as buyer or seller on its own	4824
account or for others. In the prosecution of its business it shall	4825
be governed by the same laws, not inconsistent with this section,	4826
as govern individuals in such employment.	4827

When such company erects or owns an elevator building, and	4828
uses it for the purpose of receiving or delivering grain from or	4829
to any railroad company, as freight carried or to be carried over	4830
any part of its railroads, such railroad company may subscribe to	4831
or purchase shares in the elevator company's capital stock, to an	4832
amount not exceeding one third of the entire capital stock of the	4833
elevator company, in the name of an officer of the railroad	4834
company, and hold it as trustee. The railroad company is liable	4835
upon such stock, in its corporate capacity, to the same extent and	4836
in the manner a natural person buying it would be.	4837

Sec. 2307.39. (A) Except as provided in division (C) of this	4838
section, any person may bring a civil action in a court of this	4839
state against an individual, corporation, or other person who is a	4840
resident of, incorporated under the laws of, or otherwise engaged	4841
in the conduct of business in a foreign nation or a province,	4842
territory, or other political subdivision of a foreign nation,	4843
against a foreign nation, or against a province, territory, or	4844
other political subdivision of a foreign nation upon a cause of	4845
action that arises out of or relates to a contingent or other	4846
contract, agreement, or undertaking, whether or not it bears a	4847
reasonable relation to this state, if the contract, agreement, or	4848
undertaking contains both of the following provisions:	4849

(1) An agreement by the parties to be governed in their	4850
rights and duties under the contract, agreement, or undertaking,	4851
in whole or in part, by the law of this state;	4852

(2) An agreement by the parties to submit to the jurisdiction	4853
of the courts of this state.	4854

(B) The court shall not stay or dismiss a civil action	4855
brought in accordance with division (A) of this section on the	4856
ground of inconvenient forum. In the civil action, the court shall	4857
apply the law of this state as agreed upon by the parties.	4858

(C) This section applies to a transaction covered by section	4859
~~1301.05~~1301.301 of the Revised Code unless the transaction is	4860
subject to a limitation on choice of law specified in division (B)	4861
of that section. This section does not apply to a contract,	4862
agreement, or undertaking for labor or personal services or for a	4863
consumer transaction, as defined by section 1345.01 of the Revised	4864
Code.	4865

(D) This section does not limit or deny, and shall not be	4866
construed as limiting or denying the enforcement of a provision	4867
respecting choice of law or choice of forum in a contract,	4868
agreement, or undertaking to which this section does not apply.	4869

Sec. 2923.17. (A) No person shall knowingly acquire, have,	4870
carry, or use any dangerous ordnance.	4871

(B) No person shall manufacture or process an explosive at	4872
any location in this state unless the person first has been issued	4873
a license, certificate of registration, or permit to do so from a	4874
fire official of a political subdivision of this state or from the	4875
office of the fire marshal.	4876

4877

(1) Officers, agents, or employees of this or any other state	4878
or the United States, members of the armed forces of the United	4879
States or the organized militia of this or any other state, and	4880
law enforcement officers, to the extent that any such person is	4881
authorized to acquire, have, carry, or use dangerous ordnance and	4882
is acting within the scope of the person's duties;	4883

(2) Importers, manufacturers, dealers, and users of	4884
explosives, having a license or user permit issued and in effect	4885
pursuant to the "Organized Crime Control Act of 1970," 84 Stat.	4886
952, 18 U.S.C. 843, and any amendments or additions thereto or	4887
reenactments thereof, with respect to explosives and explosive	4888
devices lawfully acquired, possessed, carried, or used under the	4889
laws of this state and applicable federal law;	4890

(3) Importers, manufacturers, and dealers having a license to	4891
deal in destructive devices or their ammunition, issued and in	4892
effect pursuant to the "Gun Control Act of 1968," 82 Stat. 1213,	4893
18 U.S.C. 923, and any amendments or additions thereto or	4894
reenactments thereof, with respect to dangerous ordnance lawfully	4895
acquired, possessed, carried, or used under the laws of this state	4896
and applicable federal law;	4897

(4) Persons to whom surplus ordnance has been sold, loaned,	4898
or given by the secretary of the army pursuant to 70A Stat. 262	4899
and 263, 10 U.S.C. 4684, 4685, and 4686, and any amendments or	4900
additions thereto or reenactments thereof, with respect to	4901
dangerous ordnance when lawfully possessed and used for the	4902
purposes specified in such section;	4903

(5) Owners of dangerous ordnance registered in the national	4904
firearms registration and transfer record pursuant to the act of	4905
October 22, 1968, 82 Stat. 1229, 26 U.S.C. 5841, and any	4906
amendments or additions thereto or reenactments thereof, and	4907
regulations issued thereunder.	4908

(6) Carriers, ~~warehousemen~~warehouses, and others engaged in	4909
the business of transporting or storing goods for hire, with	4910
respect to dangerous ordnance lawfully transported or stored in	4911
the usual course of their business and in compliance with the laws	4912
of this state and applicable federal law;	4913

(7) The holders of a license or temporary permit issued and	4914
in effect pursuant to section 2923.18 of the Revised Code, with	4915
respect to dangerous ordnance lawfully acquired, possessed,	4916
carried, or used for the purposes and in the manner specified in	4917
such license or permit.	4918

(D) Whoever violates division (A) of this section is guilty	4919
of unlawful possession of dangerous ordnance, a felony of the	4920
fifth degree.	4921

(E) Whoever violates division (B) of this section is guilty	4922
of illegally manufacturing or processing explosives, a felony of	4923
the second degree.	4924

Sec. 2981.01. (A) Forfeitures under this chapter shall be	4925
governed by all of the following purposes:	4926

(1) To provide economic disincentives and remedies to deter	4927
and offset the economic effect of offenses by seizing and	4928
forfeiting contraband, proceeds, and certain instrumentalities;	4929

(2) To ensure that seizures and forfeitures of	4930
instrumentalities are proportionate to the offense committed;	4931

(3) To protect third parties from wrongful forfeiture of	4932
their property;	4933

(4) To prioritize restitution for victims of offenses.

4934

(B) As used in this chapter:

4935

(1) "Aircraft" has the same meaning as in section 4561.01 of	4936
the Revised Code.	4937

(2) "Computers," "computer networks," "computer systems,"	4938
"computer software," and "telecommunications device" have the same	4939
meanings as in section 2913.01 of the Revised Code.	4940

(3) "Financial institution" means a bank, credit union,	4941
savings and loan association, or a licensee or registrant under	4942
Chapter 1321. of the Revised Code.	4943

(4) "Firearm" and "dangerous ordnance" have the same meanings	4944
as in section 2923.11 of the Revised Code.	4945

(5) "Innocent person" includes any bona fide purchaser of	4946
property that is subject to forfeiture, including any person who	4947
establishes a valid claim to or interest in the property in	4948
accordance with section 2923.04 of the Revised Code, and any	4949
victim of an alleged offense.	4950

(6) "Instrumentality" means property otherwise lawful to	4951
possess that is used in or intended to be used in an offense. An	4952
"instrumentality" may include, but is not limited to, a firearm, a	4953
mobile instrumentality, a computer, a computer network, a computer	4954
system, computer software, a telecommunications device, money, and	4955
any other means of exchange.	4956

(7) "Law enforcement agency" includes, but is not limited to,	4957
the state board of pharmacy, the enforcement division of the	4958
department of taxation, and the office of the prosecutor.	4959

(8) "Mobile instrumentality" means an instrumentality that is	4960
inherently mobile and used in the routine transport of persons.	4961
"Mobile instrumentality" includes, but is not limited to, any	4962
vehicle, any watercraft, and any aircraft.	4963

(9) "Money" has the same meaning as in section ~~1301.01~~	4964
1301.201 of the Revised Code.	4965

(10) "Offense" means any act or omission that could be	4966
charged as a criminal offense or a delinquent act, whether or not	4967
a formal criminal prosecution or delinquent child proceeding began	4968
at the time the forfeiture is initiated. Except as otherwise	4969
specified, an offense for which property may be forfeited includes	4970
any felony and any misdemeanor. The commission of an "offense"	4971
includes the commission of a delinquent act.	4972

(11) "Proceeds" means both of the following:

4973

(a) In cases involving unlawful goods, services, or	4974
activities, "proceeds" means any property derived directly or	4975
indirectly from an offense. "Proceeds" may include, but is not	4976
limited to, money or any other means of exchange. "Proceeds" is	4977
not limited to the net gain or profit realized from the offense.	4978

(b) In cases involving lawful goods or services that are sold	4979
or provided in an unlawful manner, "proceeds" means the amount of	4980
money or other means of exchange acquired through the illegal	4981
transactions resulting in the forfeiture, less the direct costs	4982
lawfully incurred in providing the goods or services. The lawful	4983
costs deduction does not include any part of the overhead expenses	4984
of, or income taxes paid by, the entity providing the goods or	4985
services. The alleged offender or delinquent child has the burden	4986
to prove that any costs are lawfully incurred.	4987

(12) "Property" means "property" as defined in section	4988
2901.01 of the Revised Code and any benefit, privilege, claim,	4989
position, interest in an enterprise, or right derived, directly or	4990
indirectly, from the offense.	4991

(13) "Property subject to forfeiture" includes contraband and	4992
proceeds and may include instrumentalities as provided in this	4993
chapter.	4994

(14) "Prosecutor" has the same meaning as in section 2935.01	4995
of the Revised Code. When relevant, "prosecutor" also includes the	4996
attorney general.	4997

(15) "Vehicle" has the same meaning as in section 4501.01 of	4998
the Revised Code.	4999

(16) "Watercraft" has the same meaning as in section 1547.01	5000
of the Revised Code.	5001

(C) The penalties and procedures under Chapters 2923., 2925.,	5002
and 2933. of the Revised Code remain in effect to the extent that	5003
they do not conflict with this chapter.	5004

Sec. 3719.14. (A) A common carrier or ~~warehouser~~warehouse	5005
while engaged in lawfully transporting or storing any controlled	5006
substance or an employee of a common carrier or ~~warehouser~~	5007
warehouse of that nature who is acting within the scope of the	5008
employee's employment may control and possess any controlled	5009
substance.	5010

(B) Any law enforcement official may purchase, collect, or	5011
possess any controlled substance or may offer to sell any	5012
controlled substance, or any counterfeit controlled substance as	5013
defined in section 2925.01 of the Revised Code, when the purchase,	5014
collection, possession, or offer to sell is necessary to do so in	5015
the performance of the official's official duties. This division	5016
does not permit a law enforcement official to sell any controlled	5017
substance in the performance of the official's official duties. A	5018
peace officer, as defined in section 3719.141 of the Revised Code,	5019
may sell a controlled substance in the performance of the	5020
officer's official duties only as provided in that section.	5021

(C) Any employee or agent of a person who is entitled to	5022
possession of a controlled substance or whose possession of a	5023
controlled substance is for the purpose of aiding any law	5024
enforcement official in the official's official duties temporarily	5025
may possess any controlled substance.	5026

Sec. 3767.29. No person shall abandon, discard, or knowingly	5027
permit to remain on premises under ~~his~~the person's control, in a	5028
place accessible to children, any abandoned or discarded icebox,	5029
refrigerator, or other airtight or semi-airtight container which	5030
has a capacity of one and one-half cubic feet or more and an	5031
opening of fifty square inches or more and which has a door or lid	5032
equipped with hinge, latch, or other fastening device capable of	5033
securing such door or lid, without rendering said equipment	5034
harmless to human life by removing such hinges, latches, or other	5035
hardware which may cause a person to be confined therein. This	5036
section shall not apply to an icebox, refrigerator, or other	5037
airtight or semi-airtight container located in that part of a	5038
building occupied by a dealer, ~~warehouseman~~warehouse, or	5039
~~repairman~~repairer.	5040

Sec. 4517.01. As used in sections 4517.01 to 4517.65 of the	5041
Revised Code:	5042

(A) "Persons" includes individuals, firms, partnerships,	5043
associations, joint stock companies, corporations, and any	5044
combinations of individuals.	5045

(B) "Motor vehicle" means motor vehicle as defined in section	5046
4501.01 of the Revised Code and also includes "all-purpose	5047
vehicle" and "off-highway motorcycle" as those terms are defined	5048
in section 4519.01 of the Revised Code. "Motor vehicle" does not	5049
include a snowmobile as defined in section 4519.01 of the Revised	5050
Code or manufactured and mobile homes.	5051

(C) "New motor vehicle" means a motor vehicle, the legal	5052
title to which has never been transferred by a manufacturer,	5053
remanufacturer, distributor, or dealer to an ultimate purchaser.	5054

(D) "Ultimate purchaser" means, with respect to any new motor	5055
vehicle, the first person, other than a dealer purchasing in the	5056
capacity of a dealer, who in good faith purchases such new motor	5057
vehicle for purposes other than resale.	5058

(E) "Business" includes any activities engaged in by any	5059
person for the object of gain, benefit, or advantage either direct	5060
or indirect.	5061

(F) "Engaging in business" means commencing, conducting, or	5062
continuing in business, or liquidating a business when the	5063
liquidator thereof holds self out to be conducting such business;	5064
making a casual sale or otherwise making transfers in the ordinary	5065
course of business when the transfers are made in connection with	5066
the disposition of all or substantially all of the transferor's	5067
assets is not engaging in business.	5068

(G) "Retail sale" or "sale at retail" means the act or	5069
attempted act of selling, bartering, exchanging, or otherwise	5070
disposing of a motor vehicle to an ultimate purchaser for use as a	5071
consumer.	5072

(H) "Retail installment contract" includes any contract in	5073
the form of a note, chattel mortgage, conditional sales contract,	5074
lease, agreement, or other instrument payable in one or more	5075
installments over a period of time and arising out of the retail	5076
sale of a motor vehicle.	5077

(I) "Farm machinery" means all machines and tools used in the	5078
production, harvesting, and care of farm products.	5079

(J) "Dealer" or "motor vehicle dealer" means any new motor	5080
vehicle dealer, any motor vehicle leasing dealer, and any used	5081
motor vehicle dealer.	5082

(K) "New motor vehicle dealer" means any person engaged in	5083
the business of selling at retail, displaying, offering for sale,	5084
or dealing in new motor vehicles pursuant to a contract or	5085
agreement entered into with the manufacturer, remanufacturer, or	5086
distributor of the motor vehicles.	5087

(L) "Used motor vehicle dealer" means any person engaged in	5088
the business of selling, displaying, offering for sale, or dealing	5089
in used motor vehicles, at retail or wholesale, but does not mean	5090
any new motor vehicle dealer selling, displaying, offering for	5091
sale, or dealing in used motor vehicles incidentally to engaging	5092
in the business of selling, displaying, offering for sale, or	5093
dealing in new motor vehicles, any person engaged in the business	5094
of dismantling, salvaging, or rebuilding motor vehicles by means	5095
of using used parts, or any public officer performing official	5096
duties.	5097

(M) "Motor vehicle leasing dealer" means any person engaged	5098
in the business of regularly making available, offering to make	5099
available, or arranging for another person to use a motor vehicle	5100
pursuant to a bailment, lease, sublease, or other contractual	5101
arrangement under which a charge is made for its use at a periodic	5102
rate for a term of thirty days or more, and title to the motor	5103
vehicle is in and remains in the motor vehicle leasing dealer who	5104
originally leases it, irrespective of whether or not the motor	5105
vehicle is the subject of a later sublease, and not in the user,	5106
but does not mean a manufacturer or its affiliate leasing to its	5107
employees or to dealers.	5108

(N) "Salesperson" means any person employed by a dealer or	5109
manufactured home broker to sell, display, and offer for sale, or	5110
deal in motor vehicles for a commission, compensation, or other	5111
valuable consideration, but does not mean any public officer	5112
performing official duties.	5113

(O) "Casual sale" means any transfer of a motor vehicle by a	5114
person other than a new motor vehicle dealer, used motor vehicle	5115
dealer, motor vehicle salvage dealer, as defined in division (A)	5116
of section 4738.01 of the Revised Code, salesperson, motor vehicle	5117
auction owner, manufacturer, or distributor acting in the capacity	5118
of a dealer, salesperson, auction owner, manufacturer, or	5119
distributor, to a person who purchases the motor vehicle for use	5120
as a consumer.	5121

(P) "Motor vehicle show" means a display of current models of	5122
motor vehicles whereby the primary purpose is the exhibition of	5123
competitive makes and models in order to provide the general	5124
public the opportunity to review and inspect various makes and	5125
models of motor vehicles at a single location.	5126

(Q) "Motor vehicle auction owner" means any person who is	5127
engaged wholly or in part in the business of auctioning motor	5128
vehicles.	5129

(R) "Manufacturer" means a person who manufactures,	5130
assembles, or imports motor vehicles, including motor homes, but	5131
does not mean a person who only assembles or installs a body,	5132
special equipment unit, finishing trim, or accessories on a motor	5133
vehicle chassis supplied by a manufacturer or distributor.	5134

(S) "Tent-type fold-out camping trailer" means any vehicle	5135
intended to be used, when stationary, as a temporary shelter with	5136
living and sleeping facilities, and that is subject to the	5137
following properties and limitations:	5138

(1) A minimum of twenty-five per cent of the fold-out portion	5139
of the top and sidewalls combined must be constructed of canvas,	5140
vinyl, or other fabric, and form an integral part of the shelter.	5141

(2) When folded, the unit must not exceed:

5142

(a) Fifteen feet in length, exclusive of bumper and tongue;

5143

(b) Sixty inches in height from the point of contact with the	5144
ground;	5145

5146

(d) One ton gross weight at time of sale.

5147

(T) "Distributor" means any person authorized by a motor	5148
vehicle manufacturer to distribute new motor vehicles to licensed	5149
new motor vehicle dealers, but does not mean a person who only	5150
assembles or installs a body, special equipment unit, finishing	5151
trim, or accessories on a motor vehicle chassis supplied by a	5152
manufacturer or distributor.	5153

(U) "Flea market" means a market place, other than a dealer's	5154
location licensed under this chapter, where a space or location is	5155
provided for a fee or compensation to a seller to exhibit and	5156
offer for sale or trade, motor vehicles to the general public.	5157

(V) "Franchise" means any written agreement, contract, or	5158
understanding between any motor vehicle manufacturer or	5159
remanufacturer engaged in commerce and any motor vehicle dealer	5160
that purports to fix the legal rights and liabilities of the	5161
parties to such agreement, contract, or understanding.	5162

(W) "Franchisee" means a person who receives new motor	5163
vehicles from the franchisor under a franchise agreement and who	5164
offers, sells, and provides service for such new motor vehicles to	5165
the general public.	5166

(X) "Franchisor" means a new motor vehicle manufacturer,	5167
remanufacturer, or distributor who supplies new motor vehicles	5168
under a franchise agreement to a franchisee.	5169

(Y) "Dealer organization" means a state or local trade	5170
association the membership of which is comprised predominantly of	5171
new motor vehicle dealers.	5172

(Z) "Factory representative" means a representative employed	5173
by a manufacturer, remanufacturer, or by a factory branch	5174
primarily for the purpose of promoting the sale of its motor	5175
vehicles, parts, or accessories to dealers or for supervising or	5176
contacting its dealers or prospective dealers.	5177

(AA) "Administrative or executive management" means those	5178
individuals who are not subject to federal wage and hour laws.	5179

(BB) "Good faith" means honesty in the conduct or transaction	5180
concerned and the observance of reasonable commercial standards of	5181
fair dealing in the trade as is defined in ~~division (S) of~~ section	5182
~~1301.01~~1301.201 of the Revised Code, including, but not limited	5183
to, the duty to act in a fair and equitable manner so as to	5184
guarantee freedom from coercion, intimidation, or threats of	5185
coercion or intimidation; provided however, that recommendation,	5186
endorsement, exposition, persuasion, urging, or argument shall not	5187
be considered to constitute a lack of good faith.	5188

(CC) "Coerce" means to compel or attempt to compel by failing	5189
to act in good faith or by threat of economic harm, breach of	5190
contract, or other adverse consequences. Coerce does not mean to	5191
argue, urge, recommend, or persuade.	5192

(DD) "Relevant market area" means any area within a radius of	5193
ten miles from the site of a potential new dealership, except that	5194
for manufactured home or recreational vehicle dealerships the	5195
radius shall be twenty-five miles. The ten-mile radius shall be	5196
measured from the dealer's established place of business that is	5197
used exclusively for the purpose of selling, displaying, offering	5198
for sale, or dealing in motor vehicles.	5199

(EE) "Wholesale" or "at wholesale" means the act or attempted	5200
act of selling, bartering, exchanging, or otherwise disposing of a	5201
motor vehicle to a transferee for the purpose of resale and not	5202
for ultimate consumption by that transferee.	5203

(FF) "Motor vehicle wholesaler" means any person licensed as	5204
a dealer under the laws of another state and engaged in the	5205
business of selling, displaying, or offering for sale used motor	5206
vehicles, at wholesale, but does not mean any motor vehicle dealer	5207
as defined in this section.	5208

(GG)(1) "Remanufacturer" means a person who assembles or	5209
installs passenger seating, walls, a roof elevation, or a body	5210
extension on a conversion van with the motor vehicle chassis	5211
supplied by a manufacturer or distributor, a person who modifies a	5212
truck chassis supplied by a manufacturer or distributor for use as	5213
a public safety or public service vehicle, a person who modifies a	5214
motor vehicle chassis supplied by a manufacturer or distributor	5215
for use as a limousine or hearse, or a person who modifies an	5216
incomplete motor vehicle cab and chassis supplied by a new motor	5217
vehicle dealer or distributor for use as a tow truck, but does not	5218
mean either of the following:	5219

(a) A person who assembles or installs passenger seating, a	5220
roof elevation, or a body extension on a recreational vehicle as	5221
defined in division (Q) and referred to in division (B) of section	5222
4501.01 of the Revised Code;	5223

(b) A person who assembles or installs special equipment or	5224
accessories for handicapped persons, as defined in section 4503.44	5225
of the Revised Code, upon a motor vehicle chassis supplied by a	5226
manufacturer or distributor.	5227

(2) For the purposes of division (GG)(1) of this section,	5228
"public safety vehicle or public service vehicle" means a fire	5229
truck, ambulance, school bus, street sweeper, garbage packing	5230
truck, or cement mixer, or a mobile self-contained facility	5231
vehicle.	5232

(3) For the purposes of division (GG)(1) of this section,	5233
"limousine" means a motor vehicle, designed only for the purpose	5234
of carrying nine or fewer passengers, that a person modifies by	5235
cutting the original chassis, lengthening the wheelbase by forty	5236
inches or more, and reinforcing the chassis in such a way that all	5237
modifications comply with all applicable federal motor vehicle	5238
safety standards. No person shall qualify as or be deemed to be a	5239
remanufacturer who produces limousines unless the person has a	5240
written agreement with the manufacturer of the chassis the person	5241
utilizes to produce the limousines to complete properly the	5242
remanufacture of the chassis into limousines.	5243

(4) For the purposes of division (GG)(1) of this section,	5244
"hearse" means a motor vehicle, designed only for the purpose of	5245
transporting a single casket, that is equipped with a compartment	5246
designed specifically to carry a single casket that a person	5247
modifies by cutting the original chassis, lengthening the	5248
wheelbase by ten inches or more, and reinforcing the chassis in	5249
such a way that all modifications comply with all applicable	5250
federal motor vehicle safety standards. No person shall qualify as	5251
or be deemed to be a remanufacturer who produces hearses unless	5252
the person has a written agreement with the manufacturer of the	5253
chassis the person utilizes to produce the hearses to complete	5254
properly the remanufacture of the chassis into hearses.	5255

(5) For the purposes of division (GG)(1) of this section,	5256
"mobile self-contained facility vehicle" means a mobile classroom	5257
vehicle, mobile laboratory vehicle, bookmobile, bloodmobile,	5258
testing laboratory, and mobile display vehicle, each of which is	5259
designed for purposes other than for passenger transportation and	5260
other than the transportation or displacement of cargo, freight,	5261
materials, or merchandise. A vehicle is remanufactured into a	5262
mobile self-contained facility vehicle in part by the addition of	5263
insulation to the body shell, and installation of all of the	5264
following: a generator, electrical wiring, plumbing, holding	5265
tanks, doors, windows, cabinets, shelving, and heating,	5266
ventilating, and air conditioning systems.	5267

(6) For the purposes of division (GG)(1) of this section,	5268
"tow truck" means both of the following:	5269

(a) An incomplete cab and chassis that are purchased by a	5270
remanufacturer from a new motor vehicle dealer or distributor of	5271
the cab and chassis and on which the remanufacturer then installs	5272
in a permanent manner a wrecker body it purchases from a	5273
manufacturer or distributor of wrecker bodies, installs an	5274
emergency flashing light pylon and emergency lights upon the mast	5275
of the wrecker body or rooftop, and installs such other related	5276
accessories and equipment, including push bumpers, front grille	5277
guards with pads and other custom-ordered items such as painting,	5278
special lettering, and safety striping so as to create a complete	5279
motor vehicle capable of lifting and towing another motor vehicle.	5280

(b) An incomplete cab and chassis that are purchased by a	5281
remanufacturer from a new motor vehicle dealer or distributor of	5282
the cab and chassis and on which the remanufacturer then installs	5283
in a permanent manner a car carrier body it purchases from a	5284
manufacturer or distributor of car carrier bodies, installs an	5285
emergency flashing light pylon and emergency lights upon the	5286
rooftop, and installs such other related accessories and	5287
equipment, including push bumpers, front grille guards with pads	5288
and other custom-ordered items such as painting, special	5289
lettering, and safety striping.	5290

As used in division (GG)(6)(b) of this section, "car carrier	5291
body" means a mechanical or hydraulic apparatus capable of lifting	5292
and holding a motor vehicle on a flat level surface so that one or	5293
more motor vehicles can be transported, once the car carrier is	5294
permanently installed upon an incomplete cab and chassis.	5295

(HH) "Operating as a new motor vehicle dealership" means	5296
engaging in activities such as displaying, offering for sale, and	5297
selling new motor vehicles at retail, operating a service facility	5298
to perform repairs and maintenance on motor vehicles, offering for	5299
sale and selling motor vehicle parts at retail, and conducting all	5300
other acts that are usual and customary to the operation of a new	5301
motor vehicle dealership. For the purposes of this chapter only,	5302
possession of either a valid new motor vehicle dealer franchise	5303
agreement or a new motor vehicle dealers license, or both of these	5304
items, is not evidence that a person is operating as a new motor	5305
vehicle dealership.	5306

(II) "Outdoor power equipment" means garden and small utility	5307
tractors, walk-behind and riding mowers, chainsaws, and tillers.	5308

(JJ) "Remote service facility" means premises that are	5309
separate from a licensed new motor vehicle dealer's sales facility	5310
by not more than one mile and that are used by the dealer to	5311
perform repairs, warranty work, recall work, and maintenance on	5312
motor vehicles pursuant to a franchise agreement entered into with	5313
a manufacturer of motor vehicles. A remote service facility shall	5314
be deemed to be part of the franchise agreement and is subject to	5315
all the rights, duties, obligations, and requirements of Chapter	5316
4517. of the Revised Code that relate to the performance of motor	5317
vehicle repairs, warranty work, recall work, and maintenance work	5318
by new motor vehicle dealers.	5319

Sec. 4729.51. (A) No person other than a registered	5320
wholesale distributor of dangerous drugs shall possess for sale,	5321
sell, distribute, or deliver, at wholesale, dangerous drugs,	5322
except as follows:	5323

(1) A pharmacist who is a licensed terminal distributor of	5324
dangerous drugs or who is employed by a licensed terminal	5325
distributor of dangerous drugs may make occasional sales of	5326
dangerous drugs at wholesale;	5327

(2) A licensed terminal distributor of dangerous drugs having	5328
more than one establishment or place may transfer or deliver	5329
dangerous drugs from one establishment or place for which a	5330
license has been issued to the terminal distributor to another	5331
establishment or place for which a license has been issued to the	5332
terminal distributor if the license issued for each establishment	5333
or place is in effect at the time of the transfer or delivery.	5334

(B)(1) No registered wholesale distributor of dangerous drugs	5335
shall possess for sale, or sell, at wholesale, dangerous drugs to	5336
any person other than the following:	5337

(a) A licensed health professional authorized to prescribe	5338
drugs;	5339

(b) An optometrist licensed under Chapter 4725. of the	5340
Revised Code who holds a topical ocular pharmaceutical agents	5341
certificate;	5342

5343

(d) A manufacturer of dangerous drugs;

5344

(e) A licensed terminal distributor of dangerous drugs,	5345
subject to division (B)(2) of this section;	5346

(f) Carriers or ~~warehousers~~warehouses for the purpose of	5347
carriage or storage;	5348

(g) Terminal or wholesale distributors of dangerous drugs who	5349
are not engaged in the sale of dangerous drugs within this state;	5350

(h) An individual who holds a current license, certificate,	5351
or registration issued under Title 47 of the Revised Code and has	5352
been certified to conduct diabetes education by a national	5353
certifying body specified in rules adopted by the state board of	5354
pharmacy under section 4729.68 of the Revised Code, but only with	5355
respect to insulin that will be used for the purpose of diabetes	5356
education and only if diabetes education is within the	5357
individual's scope of practice under statutes and rules regulating	5358
the individual's profession;	5359

(i) An individual who holds a valid certificate issued by a	5360
nationally recognized S.C.U.B.A. diving certifying organization	5361
approved by the pharmacy board in rule, but only with respect to	5362
medical oxygen that will be used for the purpose of emergency care	5363
or treatment at the scene of a diving emergency;	5364

(j) A business entity that is a corporation formed under	5365
division (B) of section 1701.03 of the Revised Code, a limited	5366
liability company formed under Chapter 1705. of the Revised Code,	5367
or a professional association formed under Chapter 1785. of the	5368
Revised Code if the entity has a sole shareholder who is a	5369
licensed health professional authorized to prescribe drugs and is	5370
authorized to provide the professional services being offered by	5371
the entity;	5372

(k) A business entity that is a corporation formed under	5373
division (B) of section 1701.03 of the Revised Code, a limited	5374
liability company formed under Chapter 1705. of the Revised Code,	5375
a partnership or a limited liability partnership formed under	5376
Chapter 1775. of the Revised Code, or a professional association	5377
formed under Chapter 1785. of the Revised Code, if, to be a	5378
shareholder, member, or partner, an individual is required to be	5379
licensed, certified, or otherwise legally authorized under Title	5380
XLVII of the Revised Code to perform the professional service	5381
provided by the entity and each such individual is a licensed	5382
health professional authorized to prescribe drugs.	5383

(2) No registered wholesale distributor of dangerous drugs	5384
shall possess dangerous drugs for sale at wholesale, or sell such	5385
drugs at wholesale, to a licensed terminal distributor of	5386
dangerous drugs, except to:	5387

(a) A terminal distributor who has a category I license, only	5388
dangerous drugs described in category I, as defined in division	5389
(A)(1) of section 4729.54 of the Revised Code;	5390

(b) A terminal distributor who has a category II license,	5391
only dangerous drugs described in category I and category II, as	5392
defined in divisions (A)(1) and (2) of section 4729.54 of the	5393
Revised Code;	5394

(c) A terminal distributor who has a category III license,	5395
dangerous drugs described in category I, category II, and category	5396
III, as defined in divisions (A)(1), (2), and (3) of section	5397
4729.54 of the Revised Code;	5398

(d) A terminal distributor who has a limited category I, II,	5399
or III license, only the dangerous drugs specified in the	5400
certificate furnished by the terminal distributor in accordance	5401
with section 4729.60 of the Revised Code.	5402

(C)(1) Except as provided in division (C)(4) of this section,	5403
no person shall sell, at retail, dangerous drugs.	5404

(2) Except as provided in division (C)(4) of this section, no	5405
person shall possess for sale, at retail, dangerous drugs.	5406

(3) Except as provided in division (C)(4) of this section, no	5407
person shall possess dangerous drugs.	5408

(4) Divisions (C)(1), (2), and (3) of this section do not	5409
apply to a registered wholesale distributor of dangerous drugs, a	5410
licensed terminal distributor of dangerous drugs, or a person who	5411
possesses, or possesses for sale or sells, at retail, a dangerous	5412
drug in accordance with Chapters 3719., 4715., 4723., 4725.,	5413
4729., 4730., 4731., and 4741. of the Revised Code.	5414

Divisions (C)(1), (2), and (3) of this section do not apply	5415
to an individual who holds a current license, certificate, or	5416
registration issued under Title XLVII of the Revised Code and has	5417
been certified to conduct diabetes education by a national	5418
certifying body specified in rules adopted by the state board of	5419
pharmacy under section 4729.68 of the Revised Code, but only to	5420
the extent that the individual possesses insulin or personally	5421
supplies insulin solely for the purpose of diabetes education and	5422
only if diabetes education is within the individual's scope of	5423
practice under statutes and rules regulating the individual's	5424
profession.	5425

Divisions (C)(1), (2), and (3) of this section do not apply	5426
to an individual who holds a valid certificate issued by a	5427
nationally recognized S.C.U.B.A. diving certifying organization	5428
approved by the pharmacy board in rule, but only to the extent	5429
that the individual possesses medical oxygen or personally	5430
supplies medical oxygen for the purpose of emergency care or	5431
treatment at the scene of a diving emergency.	5432

(D) No licensed terminal distributor of dangerous drugs shall	5433
purchase for the purpose of resale dangerous drugs from any person	5434
other than a registered wholesale distributor of dangerous drugs,	5435
except as follows:	5436

(1) A licensed terminal distributor of dangerous drugs may	5437
make occasional purchases of dangerous drugs for resale from a	5438
pharmacist who is a licensed terminal distributor of dangerous	5439
drugs or who is employed by a licensed terminal distributor of	5440
dangerous drugs;	5441

(2) A licensed terminal distributor of dangerous drugs having	5442
more than one establishment or place may transfer or receive	5443
dangerous drugs from one establishment or place for which a	5444
license has been issued to the terminal distributor to another	5445
establishment or place for which a license has been issued to the	5446
terminal distributor if the license issued for each establishment	5447
or place is in effect at the time of the transfer or receipt.	5448

(E) No licensed terminal distributor of dangerous drugs shall	5449
engage in the sale or other distribution of dangerous drugs at	5450
retail or maintain possession, custody, or control of dangerous	5451
drugs for any purpose other than the distributor's personal use or	5452
consumption, at any establishment or place other than that or	5453
those described in the license issued by the board of pharmacy to	5454
such terminal distributor.	5455

(F) Nothing in this section shall be construed to interfere	5456
with the performance of official duties by any law enforcement	5457
official authorized by municipal, county, state, or federal law to	5458
collect samples of any drug, regardless of its nature or in whose	5459
possession it may be.	5460

Sec. 5322.01. As used in sections 5322.01 to 5322.05 of the	5461
Revised Code:	5462

(A) "Self-service storage facility" means any real property	5463
that is designed and used only for the purpose of renting or	5464
leasing individual storage space in the facility under the	5465
following conditions:	5466

(1) The occupants have access to the storage space only for	5467
the purpose of storing and removing personal property;	5468

(2) The owner does not issue a warehouse receipt, bill of	5469
lading, or other document of title, as defined in ~~division (O) of~~	5470
section ~~1301.01~~1301.201 of the Revised Code, for the personal	5471
property stored in the storage space;	5472

(3) The property has fifty or more individual storage spaces.

5473

"Self-service storage facility" does not include any garage	5474
used principally for parking motor vehicles, an establishment	5475
licensed pursuant to sections 915.14 to 915.24 of the Revised	5476
Code, or any property of a bank or savings and loan association	5477
that contains vaults, safe deposit boxes, or other receptacles for	5478
the uses, purposes, and benefits of the bank's or savings and loan	5479
association's customers.	5480

(B) "Owner" means a person that is either the owner of a	5481
self-service storage facility or the lessor of an entire	5482
self-service storage facility and that receives rent from an	5483
occupant pursuant to a rental agreement that the person enters	5484
into with the occupant.	5485

(C) "Occupant" means a person that rents storage space at a	5486
self-service storage facility pursuant to a rental agreement that	5487
the person enters into with the owner.	5488

(D) "Rental agreement" means any written agreement that is	5489
entered into by the owner and the occupant and that establishes	5490
the terms and conditions of the occupant's use of storage space at	5491
a self-service storage facility.	5492

(E) "Personal property" means money and every animate or	5493
inanimate tangible thing that is the subject of ownership, except	5494
anything forming part of a parcel of real estate, as defined in	5495
section 5701.02 of the Revised Code, and except anything that is	5496
an agricultural commodity, as defined in division (A) of section	5497
926.01 of the Revised Code.	5498

(F) "Late fee" means any fee or charge assessed for an	5499
occupant's failure to pay rent when due. "Late fee" does not	5500
include interest on a debt, reasonable expenses incurred in the	5501
collection of unpaid rent, or costs associated with the	5502
enforcement of any other remedy provided by statute or contract.	5503

Section 2. That existing sections 1.01, 926.24, 926.26,	5504
1301.01, 1301.02, 1301.04, 1301.05, 1301.06, 1301.07, 1301.08,	5505
1301.09, 1301.10, 1301.11, 1301.13, 1301.14, 1301.15, 1301.16,	5506
1301.18, 1301.21, 1302.01, 1302.05, 1302.23, 1302.36, 1302.42,	5507
1302.44, 1302.47, 1302.49, 1302.50, 1302.53, 1302.63, 1302.79,	5508
1303.01, 1304.01, 1304.20, 1304.51, 1304.53, 1304.59, 1305.02,	5509
1306.02, 1306.15, 1307.01, 1307.02, 1307.04, 1307.06, 1307.07,	5510
1307.08, 1307.09, 1307.10, 1307.11, 1307.12, 1307.13, 1307.14,	5511
1307.15, 1307.16, 1307.17, 1307.18, 1307.19, 1307.20, 1307.21,	5512
1307.22, 1307.23, 1307.24, 1307.25, 1307.26, 1307.27, 1307.28,	5513
1307.29, 1307.30, 1307.31, 1307.32, 1307.33, 1307.34, 1307.35,	5514
1307.36, 1307.37, 1307.38, 1307.39, 1307.40, 1308.01, 1308.02,	5515
1309.102, 1309.203, 1309.207, 1309.208, 1309.301, 1309.310,	5516
1309.312, 1309.313, 1309.314, 1309.317, 1309.331, 1309.338,	5517
1309.601, 1310.01, 1310.47, 1310.60, 1310.64, 1310.65, 1310.72,	5518
1310.73, 1310.74, 1311.55, 1311.57, 1333.23, 1743.08, 2307.39,	5519
2923.17, 2981.01, 3719.14, 3767.29, 4517.01, 4729.51, and 5322.01	5520
and sections 1301.03, 1301.12, 1302.11, 1307.03, 1307.05, and	5521
1310.14 of the Revised Code are hereby repealed.	5522

Section 3. This act applies to transactions entered into on	5523
or after the effective date of this act.	5524