As Reported by the House Judiciary and Ethics Committee

129th General Assembly Regular Session 2011-2012

Am. H. B. No. 9

Representative Coley 

Cosponsors: Representatives Letson, Murray 

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A BILL

To amend sections 1.01, 926.24, 926.26, 1301.01,

1

1301.02, 1301.04, 1301.05, 1301.06, 1301.07,

2

1301.08, 1301.09, 1301.10, 1301.11, 1301.13,

3

1301.14, 1301.15, 1302.01, 1302.05, 1302.23,

4

1302.36, 1302.42, 1302.44, 1302.47, 1302.49,

5

1302.50, 1302.53, 1302.63, 1302.79, 1303.01,

6

1304.01, 1304.20, 1304.51, 1304.53, 1304.59,

7

1305.02, 1306.02, 1306.15, 1307.01, 1307.02,

8

1307.04, 1307.06, 1307.07, 1307.08, 1307.09,

9

1307.10, 1307.11, 1307.12, 1307.13, 1307.14,

10

1307.15, 1307.16, 1307.17, 1307.18, 1307.19,

11

1307.20, 1307.21, 1307.22, 1307.23, 1307.24,

12

1307.25, 1307.26, 1307.27, 1307.28, 1307.29,

13

1307.30, 1307.31, 1307.32, 1307.33, 1307.34,

14

1307.35, 1307.36, 1307.37, 1307.38, 1307.39,

15

1307.40, 1308.01, 1308.02, 1309.102, 1309.203,

16

1309.207, 1309.208, 1309.301, 1309.310, 1309.312,

17

1309.313, 1309.314, 1309.317, 1309.331, 1309.338,

18

1309.601, 1310.01, 1310.47, 1310.60, 1310.64,

19

1310.65, 1310.72, 1310.73, 1310.74, 1311.57,

20

1333.23, 1743.08, 2307.39, 2923.17, 2981.01,

21

3719.14, 3767.29, 4517.01, 4729.51, and 5322.01;

22

to amend, for the purpose of adopting new section

23

numbers as indicated in parentheses, sections

24

1301.01 (1301.201), 1301.02 (1301.103), 1301.04

25

(1301.104), 1301.05 (1301.301), 1301.06

26

(1301.305), 1301.07 (1301.306), 1301.08

27

(1301.307), 1301.09 (1301.304), 1301.10

28

(1301.205), 1301.11 (1301.303), 1301.13

29

(1301.308), 1301.14 (1301.309), 1301.15

30

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

31

1301.21 (1319.02), 1307.01 (1307.102), 1307.02

32

(1307.103), 1307.04 (1307.104), 1307.06

33

(1307.201), 1307.07 (1307.202), 1307.08

34

(1307.203), 1307.09 (1307.204), 1307.10

35

(1307.205), 1307.11 (1307.206), 1307.12

36

(1307.207), 1307.13 (1307.208), 1307.14

37

(1307.209), 1307.15 (1307.210), 1307.16

38

(1307.301), 1307.17 (1307.302), 1307.18

39

(1307.303), 1307.19 (1307.304), 1307.20

40

(1307.305), 1307.21 (1307.306), 1307.22

41

(1307.307), 1307.23 (1307.308), 1307.24

42

(1307.309), 1307.25 (1307.401), 1307.26

43

(1307.402), 1307.27 (1307.403), 1307.28

44

(1307.404), 1307.29 (1307.501), 1307.30

45

(1307.502), 1307.31 (1307.503), 1307.32

46

(1307.504), 1307.33 (1307.505), 1307.34

47

(1307.506), 1307.35 (1307.507), 1307.36

48

(1307.508), 1307.37 (1307.509), 1307.38

49

(1307.601), 1307.39 (1307.602), and 1307.40

50

(1307.603); to enact sections 1301.101, 1301.102,

51

1301.105, 1301.106, 1301.107, 1301.108, 1301.202,

52

1301.203, 1301.204, 1301.206, 1301.302, 1301.310,

53

1307.101, 1307.105, 1307.106, 1307.703, and

54

1307.704; and to repeal sections 1301.03, 1301.12,

55

1302.11, 1307.03, 1307.05, and 1310.14 of the

56

Revised Code to adopt the revisions to the general

57

provisions and documents of title portions of the

58

Uniform Commercial Code that were recommended by

59

the National Conference of Commissioners on

60

Uniform State Laws and to make related changes in

61

the Uniform Commercial Code and the Revised Code.

62

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

284

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

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

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

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

294

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

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

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

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

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

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

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

312

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

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

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

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

Sec. 1301.105.  Severability [UCC 1-105]

339

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

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

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

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

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

356

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

357

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

502

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

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

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

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

(2) "Holder" with respect to;

514

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

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

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

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

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

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

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

533

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

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

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

(1) The person has actual knowledge of it.

543

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

544

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

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

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

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

560

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

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

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

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

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

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

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

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

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

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

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

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

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

620

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

755

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

(1) Has actual knowledge of it;

758

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

759

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

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

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

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

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

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

772

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

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

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

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

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

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

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

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

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

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

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

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

819

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

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

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

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

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

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

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

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

Sec. 1301.204.  Value [UCC 1-204]

850

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

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

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

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

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

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

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

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

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

Sec. 1301.206.  Presumptions [UCC 1-206]

876

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

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

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

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

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

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

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

(3) Section 1304.02 of the Revised Code;

905

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

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

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

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

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

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

920

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

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

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

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

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

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

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

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

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

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

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

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

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

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

983

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

1048

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Sec. 1302.23.  Unless otherwise agreed:

1207

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

1454

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

1455

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

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

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

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

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

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

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

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

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

1476

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

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

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

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

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

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

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

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

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

1509

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

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

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

(B) As used in this chapter:

1519

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

1620

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

1668

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

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

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

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

1685

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

1896

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

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

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

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

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

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

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

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

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

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

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

1936

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

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

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

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

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

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

1950

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

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

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

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

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

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

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

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

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

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

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

1987

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(B) Any otherA document of title other than one described in	2046
division (A) of this section is non-negotiablenonnegotiable. A	2047
bill of lading in which it is statedthat states that the goods	2048
are consigned to a named person is not made negotiable by a	2049
provision that the goods are to be delivered only against a	2050
writtenan order in a record signed by the same or another named	2051
person.	2052

(C) A document of title is nonnegotiable if, at the time it	2053
is issued, the document has a conspicuous legend, however	2054
expressed, that it is nonnegotiable.	2055

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

2056

(A) Upon request of a person entitled under an electronic	2057
document of title, the issuer of the electronic document may issue	2058
a tangible document of title as a substitute for the electronic	2059
document if:	2060

(1) The person entitled under the electronic document	2061
surrenders control of the document to the issuer; and	2062

(2) The tangible document when issued contains a statement	2063
that it is issued in substitution for the electronic document.	2064

(B) Upon issuance of a tangible document of title in	2065
substitution for an electronic document of title in accordance	2066
with division (A) of this section:	2067

(1) The electronic document ceases to have any effect or	2068
validity; and	2069

(2) The person that procured issuance of the tangible	2070
document warrants to all subsequent persons entitled under the	2071
tangible document that the warrantor was a person entitled under	2072
the electronic document when the warrantor surrendered control of	2073
the electronic document to the issuer.	2074

(C) Upon request of a person entitled under a tangible	2075
document of title, the issuer of the tangible document may issue	2076
an electronic document of title as a substitute for the tangible	2077
document if:	2078

(1) The person entitled under the tangible document	2079
surrenders possession of the document to the issuer; and	2080

(2) The electronic document when issued contains a statement	2081
that it is issued in substitution for the tangible document.	2082

(D) Upon issuance of an electronic document of title in	2083
substitution for a tangible document of title in accordance with	2084
division (C) of this section:	2085

(1) The tangible document ceases to have any effect or	2086
validity; and	2087

(2) The person that procured issuance of the electronic	2088
document warrants to all subsequent persons entitled under the	2089
electronic document that the warrantor was a person entitled under	2090
the tangible document when the warrantor surrendered possession of	2091
the tangible document to the issuer.	2092

Sec. 1307.106.  Control of electronic document of title [UCC	2093
7-106]	2094

(A) A person has control of an electronic document of title	2095
if a system employed for evidencing the transfer of interests in	2096
the electronic document reliably establishes that person as the	2097
person to which the electronic document was issued or transferred.	2098

(B) A system satisfies division (A) of this section, and a	2099
person is deemed to have control of an electronic document of	2100
title, if the document is created, stored, and assigned in such a	2101
manner that:	2102

(1) A single authoritative copy of the document exists which	2103
is unique, identifiable, and, except as otherwise provided in	2104
divisions (B)(4), (5), and (6) of this section, unalterable;	2105

(2) The authoritative copy identifies the person asserting	2106
control as:	2107

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

2108

(b) If the authoritative copy indicates that the document has	2109
been transferred, the person to which the document was most	2110
recently transferred.	2111

(3) The authoritative copy is communicated to and maintained	2112
by the person asserting control or its designated custodian;	2113

(4) Copies or amendments that add or change an identified	2114
assignee of the authoritative copy can be made only with the	2115
consent of the person asserting control;	2116

(5) Each copy of the authoritative copy and any copy of a	2117
copy is readily identifiable as a copy that is not the	2118
authoritative copy; and	2119

(6) Any amendment of the authoritative copy is readily	2120
identifiable as authorized or unauthorized.	2121

Sec. 1307.06.        Sec. 1307.201. (A)Person that may issue a warehouse	2122
receipt; storage under bond [UCC 7-201]	2123

(A) A warehouse receipt may be issued by any warehouseman	2124
warehouse.	2125

(B) WhereIf goods, including distilled spirits and	2126
agricultural commodities, are stored under a statute requiring a	2127
bond against withdrawal or a license for the issuance of receipts	2128
in the nature of warehouse receipts, a receipt issued for the	2129
goods has like effect asis deemed to be a warehouse receipt even	2130
thoughif issued by a person whothat is the owner of the goods	2131
and is not a warehousemanwarehouse.	2132

Sec. 1307.07.        Sec. 1307.202. (A)Form of warehouse receipt; effect	2133
of omission [UCC 7-202]	2134

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

2135

(B) Unless a warehouse receipt embodies within its written or	2136
printed termsprovides for each of the following, the warehouser	2137
warehouse is liable for damages caused by the omission to a person	2138
injured by theits omission:	2139

(1) TheA statement of the location of the warehouse facility	2140
where the goods are stored;	2141

(2) The date of issue of the receipt;

2142

(3) The consecutive numberunique identification code of the	2143
receipt;	2144

(4) A statement whether the goods received will be delivered	2145
to the bearer, to a specifiednamed person, or to a named person	2146
or its order;	2147

(5) The rate of storage and handling charges, except that, if	2148
unless goods are stored under a field warehousing arrangement, in	2149
which case a statement of that fact is sufficient on a	2150
non-negotiablenonnegotiable receipt;	2151

(6) A description of the goods or of the packages containing	2152
them;	2153

(7) The signature of the warehouserwarehouse, which may be	2154
made by the warehouser's authorizedor its agent;	2155

(8) If the receipt is issued for goods of whichthat the	2156
warehouser is ownerwarehouse owns, either solely or, jointly, or	2157
in common with others, a statement of the fact of that ownership;	2158
and	2159

(9) A statement of the amount of advances made and of	2160
liabilities incurred for which the warehouserwarehouse claims a	2161
lien or security interest, pursuant to section 1307.14 of the	2162
Revised Code. Ifunless the precise amount of the advances made or	2163
of the liabilities incurred is, at the time of the issue of the	2164
receipt, is unknown to the warehouserwarehouse or to the	2165
warehouser'sits agent who issues itthat issued the receipt, in	2166
which case a statement of the fact that advances have been made or	2167
liabilities incurred and the purpose of the advances or	2168
liabilities is sufficient.	2169

(C) A warehouserwarehouse may insert in the warehouser'sits	2170
receipt any other terms that are not contrary to the provisions of	2171
Chapters 1301., 1302., 1303., 1304., 1305., 1307., 1308., 1309.,	2172
and 1310. of the Revised Code and do not impair the warehouser's	2173
its obligation of delivery, as set forth inunder section 1307.27	2174
1307.403 of the Revised Code, or the warehouser'sits duty of	2175
care, as set forth inunder section 1307.091307.204 of the	2176
Revised Code. Any contrary provisions shall beprovision is	2177
ineffective.	2178

Sec. 1307.08.        Sec. 1307.203. ALiability for nonreceipt or	2179
misdescription [UCC 7-203]	2180

A party to or purchaser for value in good faith of a document	2181
of title, other than a bill of lading relying in either case, that	2182
relies upon the description therein of the goods in the document	2183
may recover from the issuer damages caused by the non-receipt	2184
nonreceipt or misdescription of the goods, except to the extent	2185
that the:	2186

(A) The document conspicuously indicates that the issuer does	2187
not know whether anyall or part or all of the goods in fact were	2188
received or conform to the description, such as wherea case in	2189
which the description is in terms of marks or labels or kind,	2190
quantity, or condition, or the receipt or description is qualified	2191
by "contents, condition, and quality unknown", "said to contain",	2192
or the likewords of similar import, if suchthe indication beis	2193
true,; or the	2194

(B) The party or purchaser otherwise has notice of the	2195
nonreceipt or misdescription.	2196

Sec. 1307.09.        Sec. 1307.204. (A)Duty of care; contractual	2197
limitation of warehouse's liability [UCC 7-204]	2198

(A) A warehousemanwarehouse is liable for damages for loss	2199
of or injury to the goods caused by hisits failure to exercise	2200
such care inwith regard to them asthe goods that a reasonably	2201
careful manperson would exercise under likesimilar circumstances	2202
but unless. Unless otherwise agreed he, the warehouse is not	2203
liable for damages whichthat could not have been avoided by the	2204
exercise of suchthat care.	2205

(B) Damages may be limited by a term in the warehouse receipt	2206
or storage agreement limiting the amount of liability in case of	2207
loss or damage, and setting forth a specific liability per article	2208
or item, or value per unit of weight, beyond which the	2209
warehouseman shallwarehouse is not be liable; provided, that such	2210
liability may on written. Such a limitation is not effective with	2211
respect to the warehouse's liability for conversion to its own	2212
use. On request of the bailor in a record at the time of signing	2213
suchthe storage agreement or within a reasonable time after	2214
receipt of the warehouse receipt, the warehouse's liability may be	2215
increased on part or all of the goods thereunder, in whichcovered	2216
by the storage agreement or the warehouse receipt. In this event,	2217
increased rates may be charged based on suchan increased	2218
valuation, but that no such increase shall be permitted contrary	2219
to a lawful limitation of liability contained in the	2220
warehouseman's tariff, if any. No such limitation is effective	2221
with respect to the warehouseman's liability for conversion to his	2222
own useof the goods.	2223

(C) Reasonable provisions as to the time and manner of	2224
presenting claims and institutingcommencing actions based on the	2225
bailment may be included in the warehouse receipt or tariff	2226
storage agreement.	2227

Sec. 1307.10.        Sec. 1307.205. ATitle under warehouse receipt	2228
defeated in certain cases [UCC 7-205]	2229

A buyer in the ordinary course of business of fungible goods	2230
sold and delivered by a warehouseman whowarehouse that is also in	2231
the business of buying and selling such goods takes the goods free	2232
of any claim under a warehouse receipt even though itif the	2233
receipt is negotiable and has been duly negotiated.	2234

Sec. 1307.11.        Sec. 1307.206. (A)Termination of storage at	2235
warehouse's option [UCC 7-206]	2236

(A) A warehouseman may on notifyingwarehouse, by giving	2237
notice to the person on whose account the goods are held and any	2238
other personsperson known to claim an interest in the goods, may	2239
require payment of any charges and removal of the goods from the	2240
warehouse at the termination of the period of storage fixed by the	2241
document,of title or, if noa period is not fixed, within a	2242
stated period not less than thirty days after the notification	2243
warehouse gives notice. If the goods are not removed before the	2244
date specified in the notificationnotice, the warehouseman	2245
warehouse may sell them in accordance with the provisions of	2246
pursuant to section 1307.151307.210 of the Revised Code on	2247
enforcement of a warehouseman's lien.	2248

(B) If a warehousemanwarehouse in good faith believes that	2249
the goods are about to deteriorate or decline in value to less	2250
than the amount of hisits lien within the time prescribed in	2251
division (A) of this section for notification, advertisement, and	2252
saleand section 1307.210 of the Revised Code, the warehouseman	2253
warehouse may specify in the notificationnotice given under	2254
division (A) of this section any reasonable shorter time for	2255
removal of the goods and in case, if the goods are not removed,	2256
may sell them at public sale held not less than one week after a	2257
single advertisement or posting.	2258

(C) If, as a result of a quality or condition of the goods of	2259
which the warehouseman had nowarehouse did not have notice at the	2260
time of deposit, the goods are a hazard to other property or to,	2261
the warehouse facilities, or toother persons, the warehouseman	2262
warehouse may sell the goods at public or private sale without	2263
advertisement or posting on reasonable notification to all persons	2264
known to claim an interest in the goods. If the warehouseman	2265
warehouse, after a reasonable effort, is unable to sell the goods	2266
he, it may dispose of them in any lawful manner and shalldoes not	2267
incur no liability by reason of suchthat disposition.	2268

(D) The warehouseman mustA warehouse shall deliver the goods	2269
to any person entitled to them under sections 1307.011307.101 to	2270
1307.40, inclusive,1307.603 of the Revised Code, upon due demand	2271
made at any time prior tobefore sale or other disposition under	2272
this section.	2273

(E) The warehousemanA warehouse may satisfy hisits lien	2274
from the proceeds of any sale or disposition under this section	2275
but mustshall hold the balance for delivery on the demand of any	2276
person to whom hewhich the warehouse would have been bound to	2277
deliver the goods.	2278

Sec. 1307.12.        Sec. 1307.207. (A)Goods must be kept separate;	2279
fungible goods [UCC 7-207]	2280

(A) Unless the warehouse receipt provides otherwise provides,	2281
a warehouseman mustwarehouse shall keep separate the goods	2282
covered by each receipt so as to permit at all times	2283
identification and delivery of those goods except that. However,	2284
different lots of fungible goods may be commingled.	2285

(B) FungibleIf different lots of fungible goods soare	2286
commingled, the goods are owned in common by the persons entitled	2287
thereto and the warehousemanwarehouse is severally liable to each	2288
owner for that owner's share. WhereIf, because of overissue, a	2289
mass of fungible goods is insufficient to meet all the receipts	2290
which the warehousemanwarehouse has issued against it, the	2291
persons entitled include all holders to whomwhich overissued	2292
receipts have been duly negotiated.	2293

Sec. 1307.13.        Sec. 1307.208. WhereAltered warehouse receipts [UCC	2294
7-208]	2295

If a blank in a negotiable tangible warehouse receipt has	2296
been filled in without authority, a good-faith purchaser for value	2297
and without notice of the wantlack of authority may treat the	2298
insertion as authorized. Any other unauthorized alteration leaves	2299
any tangible or electronic warehouse receipt enforceable against	2300
the issuer according to its original tenor.	2301

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

2302

(A) A warehouserwarehouse has a lien against the bailor on	2303
the goods covered by a warehouse receipt or storage agreement or	2304
on the proceeds thereof in the warehouser'sits possession for	2305
charges for storage or transportation, including demurrage and	2306
terminal charges, insurance, labor, or other charges, present or	2307
future, in relation to the goods, and for expenses necessary for	2308
preservation of the goods or reasonably incurred in their sale	2309
pursuant to law. If the person on whose account the goods are held	2310
is liable for likesimilar charges or expenses in relation to	2311
other goods whenever deposited and it is stated in the warehouse	2312
receipt or storage agreement that a lien is claimed for charges	2313
and expenses in relation to other goods, the warehouserwarehouse	2314
also has a lien against the persongoods covered by the warehouse	2315
receipt or storage agreement or on the proceeds thereof in its	2316
possession for suchthose charges and expenses, whether or not the	2317
other goods have been delivered by the warehouserwarehouse. But	2318
However, as against a person to whomwhich a negotiable warehouse	2319
receipt is duly negotiated, a warehouser'swarehouse's lien is	2320
limited to charges in an amount or at a rate specified onin the	2321
warehouse receipt or, if no charges are so specified then, to a	2322
reasonable charge for storage of the specific goods covered by the	2323
receipt subsequent to the date of the receipt.	2324

(B) The warehouserA warehouse may also reserve a security	2325
interest against the bailor for athe maximum amount specified on	2326
the receipt for charges other than those specified in division (A)	2327
of this section, such as for money advanced and interest. Such a	2328
The security interest is governed by Chapter 1309. of the Revised	2329
Code.	2330

(C) A warehouser'swarehouse's lien for charges and expenses	2331
under division (A) of this section, or a security interest under	2332
division (B) of this section is also effective against any person	2333
whothat so entrusted the bailor with possession of the goods that	2334
a pledge of them by the bailor to a good faith purchaser for value	2335
would have been valid but. However, the lien or security interest	2336
is not effective against a person as to whom thethat before	2337
issuance of a document confers no rightof title had a legal	2338
interest or a perfected security interest in the goods covered by	2339
itand that did not:	2340

(1) Deliver or entrust the goods or any document covering the	2341
goods to the bailor or the bailor's nominee with:	2342

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

2343

(b) Power to obtain delivery under section 1307.311307.403	2344
of the Revised Code; or	2345

(c) Power of disposition under section 1302.44, 1309.320,	2346
division (B) of section 1310.32, or division (B) of section	2347
1310.33 of the Revised Code, or other statute or rule of law; or	2348

(2) Acquiesce in the procurement by the bailor or its nominee	2349
of any document.	2350

(D) A warehouse's lien on household goods for charges and	2351
expenses in relation to the goods under division (A) of this	2352
section is also effective against all persons if the depositor was	2353
the legal possessor of the goods at the time of deposit. In this	2354
division, "household goods" means furniture, furnishings, or	2355
personal effects used by the depositor in a dwelling.	2356

(E) A warehouserwarehouse loses the warehouser'sits lien on	2357
any goods which the warehouserthat it voluntarily delivers or	2358
which the warehouser unjustifiably refuses to deliver.	2359

Sec. 1307.15.        Sec. 1307.210. (A)Enforcement of warehouse's lien	2360
[UCC 7-210]	2361

(A) Except as otherwise provided in division (B) of this	2362
section, a warehouseman'swarehouse's lien may be enforced by	2363
public or private sale of the goods, in blocbulk or in parcels	2364
packages, at any time or place and on any terms whichthat are	2365
commercially reasonable, after notifying all persons known to	2366
claim an interest in the goods. SuchThe notification must include	2367
a statement of the amount due, the nature of the proposed sale,	2368
and the time and place of any public sale. The fact that a better	2369
price could have been obtained by a sale at a different time or in	2370
a different method different from that selected by the	2371
warehousemanwarehouse is not of itself sufficient to establish	2372
that the sale was not made in a commercially reasonable manner. If	2373
the warehouseman eitherThe warehouse sells in a commercially	2374
reasonable manner if the warehouse sells the goods in the usual	2375
manner in any recognized market therefor, or if he sells at the	2376
price current in suchthat market at the time of histhe sale, or	2377
if he has otherwise soldsells in conformity with commercially	2378
reasonable practices among dealers in the type of goods sold, he	2379
has sold in a commercially reasonable manner. A sale of more goods	2380
than apparently necessary to be offered to insureensure	2381
satisfaction of the obligation is not commercially reasonable,	2382
except in cases covered by the preceding sentence.	2383

(B) A warehouseman'swarehouse may enforce its lien on goods,	2384
other than goods stored by a merchant in the course of hisits	2385
business may be enforced, only as followsif the following	2386
requirements are satisfied:	2387

(1) All persons known to claim an interest in the goods must	2388
be notified.	2389

(2) The notification must be delivered in person or sent by	2390
registered letter to the last known address of any person to be	2391
notified.	2392

(3) The notification must include an itemized statement of	2393
the claim, a description of the goods subject to the lien, a	2394
demand for payment within a specified time not less than ten days	2395
after receipt of the notification, and a conspicuous statement	2396
that unless the claim is paid within that time the goods will be	2397
advertised for sale and sold by auction at a specified time and	2398
place.	2399

(4)(3) The sale must conform to the terms of the	2400
notification.	2401

(5)(4) The sale must be held at the nearest suitable place to	2402
that where the goods are held or stored.	2403

(6)(5) After the expiration of the time given in the	2404
notification, an advertisement of the sale must be published once	2405
a week for two weeks consecutively in a newspaper of general	2406
circulation where the sale is to be held. The advertisement must	2407
include a description of the goods, the name of the person on	2408
whose account they are being held, and the time and place of the	2409
sale. The sale must take place at least fifteen days after the	2410
first publication. If there is no newspaper of general circulation	2411
where the sale is to be held, the advertisement must be posted at	2412
least ten days before the sale in not lessfewer than six	2413
conspicuous places in the neighborhood of the proposed sale.	2414

(C) Before any sale pursuant to this section, any person	2415
claiming a right in the goods may pay the amount necessary to	2416
satisfy the lien and the reasonable expenses incurred underin	2417
complying with this section. In that event, the goods mustmay not	2418
be sold, but must be retained by the warehousemanwarehouse	2419
subject to the terms of the receipt and sections 1307.011307.101	2420
to 1307.40, inclusive,1307.603 of the Revised Code.	2421

(D) The warehousemanA warehouse may buy at any public sale	2422
held pursuant to this section.	2423

(E) A purchaser in good faith of goods sold to enforce a	2424
warehouseman'swarehouse's lien takes the goods free of any rights	2425
of persons against whomwhich the lien was valid, despite the	2426
warehouse's noncompliance by the warehouseman with the	2427
requirements of this section.	2428

(F) The warehousemanA warehouse may satisfy hisits lien	2429
from the proceeds of any sale pursuant to this section but must	2430
shall hold the balance, if any, for delivery on demand to any	2431
person to whom hewhich the warehouse would have been bound to	2432
deliver the goods.	2433

(G) The rights provided by this section shall beare in	2434
addition to all other rights allowed by law to a creditor against	2435
hisa debtor.	2436

(H) WhereIf a lien is on goods stored by a merchant in the	2437
course of hisits business, the lien may be enforced in accordance	2438
with either division (A) or (B) of this section.	2439

(I) The warehousemanA warehouse is liable for damages caused	2440
by failure to comply with the requirements for sale under this	2441
section and, in case of willful violation, is liable for	2442
conversion.	2443

Sec. 1307.16.        Sec. 1307.301. (A)Liability for nonreceipt or	2444
misdescription; "said to contain"; "shipper's weight, load, and	2445
count"; improper handling [UCC 7-301]	2446

(A) A consignee of a non-negotiablenonnegotiable bill whoof	2447
lading which has given value in good faith, or a holder to whom	2448
which a negotiable bill has been duly negotiated, relying in	2449
either case upon the description therein of the goods,in the bill	2450
or upon the date therein shown in the bill, may recover from the	2451
issuer damages caused by the misdating of the bill or the	2452
non-receiptnonreceipt or misdescription of the goods, except to	2453
the extent that the documentbill indicates that the issuer does	2454
not know whether any part or all of the goods in fact were	2455
received or conform to the description, such as wherein a case in	2456
which the description is in terms of marks or labels or kind,	2457
quantity, or condition or the receipt or description is qualified	2458
by "contents or condition of contents of packages unknown", "said	2459
to contain", "shipper's weight, load and count," or the likewords	2460
of similar import, if suchthat indication beis true.	2461

(B) WhenIf goods are loaded by anthe issuer who isof a	2462
common carrier, thebill of lading:	2463

(1) The issuer mustshall count the packages of goods if	2464
package freightshipped in packages and ascertain the kind and	2465
quantity if shipped in bulk freight. In such cases; and	2466

(2) Words such as "shipper's weight, load and count," or	2467
other words of similar import indicating that the description was	2468
made by the shipper are ineffective except as to freightgoods	2469
concealed byin packages.	2470

(C) WhenIf bulk freight isgoods are loaded by a shipper who	2471
that makes available to the issuer of a bill of lading adequate	2472
facilities for weighing such freightthose goods, anthe issuer	2473
who is a common carrier mustshall ascertain the kind and quantity	2474
within a reasonable time after receiving the writtenshipper's	2475
request of the shipperin a record to do so. In such casesthat	2476
case, "shipper's weight" or other words of like purportsimilar	2477
import are ineffective.	2478

(D) The issuer mayof a bill of lading, by inserting	2479
including in the bill the words "shipper's weight, load and	2480
count," or other words of like purportsimilar import, may	2481
indicate that the goods were loaded by the shipper;, and, if such	2482
that statement beis true, the issuer shallis not be liable for	2483
damages caused by the improper loading. But theirHowever,	2484
omission of such words does not imply liability for such damages	2485
caused by improper loading.	2486

(E) TheA shipper shall be deemed to have guaranteed	2487
guarantees to thean issuer the accuracy at the time of shipment	2488
of the description, marks, labels, number, kind, quantity,	2489
condition, and weight, as furnished by him;the shipper, and the	2490
shipper shall indemnify the issuer against damage caused by	2491
inaccuracies in suchthose particulars. TheThis right of the	2492
issuer to such indemnity shall in no waydoes not limit histhe	2493
issuer's responsibility andor liability under the contract of	2494
carriage to any person other than the shipper.	2495

Sec. 1307.17.        Sec. 1307.302. (A)Through bills of lading and	2496
similar documents of title [UCC 7-302]	2497

(A) The issuer of a through bill of lading, or other document	2498
of title embodying an undertaking to be performed in part by	2499
personsa person acting as its agentsagent or by connecting	2500
carriersa performing carrier, is liable to anyoneany person	2501
entitled to recover on the bill or other document for any breach	2502
by suchthe other personsperson or by a connectingthe performing	2503
carrier of its obligation under the bill or other document but.	2504
However, to the extent that the bill or other document covers an	2505
undertaking to be performed overseas or in territory not	2506
contiguous to the continental United States or an undertaking	2507
including matters other than transportation, this liability for	2508
breach by the other person or the performing carrier may be varied	2509
by agreement of the parties.	2510

(B) WhereIf goods covered by a through bill of lading or	2511
other document of title embodying an undertaking to be performed	2512
in part by personsa person other than the issuer are received by	2513
any such personsthat person, hethe person is subject, with	2514
respect to hisits own performance while the goods are in hisits	2515
possession, to the obligation of the issuer. HisThe person's	2516
obligation is discharged by delivery of the goods to another such	2517
person pursuant to the bill or other document, and does not	2518
include liability for breach by any other such personsperson or	2519
by the issuer.	2520

(C) The issuer of sucha through bill of lading or other	2521
document shall beof title described in division (A) of this	2522
section is entitled to recover from the connectingperforming	2523
carrier, or such other person in possession of the goods when the	2524
breach of the obligation under the bill or other document	2525
occurred, the:	2526

(1) The amount it may be required to pay to anyoneany person	2527
entitled to recover on the bill or other document thereforfor the	2528
breach, as may be evidenced by any receipt, judgment, or	2529
transcript thereof,of judgment; and the	2530

(2) The amount of any expense reasonably incurred by itthe	2531
issuer in defending any action broughtcommenced by anyoneany	2532
person entitled to recover on the bill or other document therefor	2533
for the breach.	2534

Sec. 1307.18.        Sec. 1307.303. (A)Diversion; reconsignment; change	2535
of instructions [UCC 7-303]	2536

(A) Unless the bill of lading otherwise provides, thea	2537
carrier may deliver the goods to a person or destination other	2538
than that stated in the bill or may otherwise dispose of the	2539
goods, without liability for misdelivery, on instructions from:	2540

(1) the holder of a negotiable bill; or

2541

(2) the consignor on a non-negotiablenonnegotiable bill	2542
notwithstanding, even if the consignee has given contrary	2543
instructions from the consignee; or	2544

(3) the consignee on a non-negotiablenonnegotiable bill in	2545
the absence of contrary instructions from the consignor, if the	2546
goods have arrived at the billed destination or if the consignee	2547
is in possession of the tangible bill or in control of the	2548
electronic bill; or	2549

(4) the consignee ofon a non-negotiablenonnegotiable bill	2550
if hethe consignee is entitled as against the consignor to	2551
dispose of themthe goods.	2552

(B) Unless such instructions described in division (A) of	2553
this section are noted onincluded in a negotiable bill of lading,	2554
a person to whomwhich the bill is duly negotiated canmay hold	2555
the bailee according to the original terms.	2556

Sec. 1307.19.        Sec. 1307.304. (A)Tangible bills of lading in a set	2557
[UCC 7-304]	2558

(A) Except whereas customary in overseasinternational	2559
transportation, a tangible bill of lading mustmay not be issued	2560
in a set of parts. The issuer is liable for damages caused by	2561
violation of this division.	2562

(B) WhereIf a tangible bill of lading is lawfully drawn	2563
issued in a set of parts, each of which is numberedcontains an	2564
identification code and is expressed to be valid only if the goods	2565
have not been delivered against any other part, the whole of the	2566
parts constituteconstitutes one bill.	2567

(C) WhereIf a tangible negotiable bill of lading is lawfully	2568
issued in a set of parts and different parts are negotiated to	2569
different persons, the title of the holder to whomwhich the first	2570
due negotiation is made prevails as to both the document of title	2571
and the goods even thoughif any later holder may have received	2572
the goods from the carrier in good faith and discharged the	2573
carrier's obligation by surrender of hissurrendering its part.	2574

(D) AnyA person whothat negotiates or transfers a single	2575
part of a tangible bill of lading drawnissued in a set is liable	2576
to holders of that part as if it were the whole set.	2577

(E) The bailee is obliged toshall deliver in accordance with	2578
sections 1307.251307.401 to 1307.28, inclusive,1307.404 of the	2579
Revised Code, against the first presented part of a tangible bill	2580
of lading lawfully drawnissued in a set. Such deliveryDelivery	2581
in this manner discharges the bailee's obligation on the whole	2582
bill.	2583

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

2584

(A) Instead of issuing a bill of lading to the consignor at	2585
the place of shipment, a carrier may, at the request of the	2586
consignor, may procure the bill to be issued at destination or at	2587
any other place designated in the request.	2588

(B) Upon request of anyoneany person entitled as against the	2589
carrier to control the goods while in transit and on surrender of	2590
possession or control of any outstanding bill of lading or other	2591
receipt covering suchthe goods, the issuer, subject to section	2592
1307.105 of the Revised Code, may procure a substitute bill to be	2593
issued at any place designated in the request.	2594

Sec. 1307.21.        Sec. 1307.306. AnAltered bills of lading [UCC	2595
7-306]	2596

An unauthorized alteration or filling in of a blank in a bill	2597
of lading leaves the bill enforceable according to its original	2598
tenor.	2599

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

2600

(A) A carrier has a lien on the goods covered by a bill of	2601
lading or on the proceeds thereof in its possession for charges	2602
subsequent toafter the date of itsthe carrier's receipt of the	2603
goods for storage or transportation, including demurrage and	2604
terminal charges, and for expenses necessary for preservation of	2605
the goods incident to their transportation or reasonably incurred	2606
in their sale pursuant to section 1307.23 of the Revised Codelaw.	2607
ButHowever, against a purchaser for value of a negotiable bill	2608
of lading, a carrier's lien is limited to charges stated in the	2609
bill or the applicable tariffs, or, if no charges are stated then	2610
to, a reasonable charge.	2611

(B) A lien for charges and expenses under division (A) of	2612
this section on goods whichthat the carrier was required by law	2613
to receive for transportation is effective against the consignor	2614
or any person entitled to the goods unless the carrier had notice	2615
that the consignor lacked authority to subject the goods to such	2616
those charges and expenses. Any other lien under division (A) of	2617
this section is effective against the consignor and any person who	2618
that permitted the bailor to have control or possession of the	2619
goods unless the carrier had notice that the bailor lacked such	2620
authority.	2621

(C) A carrier loses hisits lien on any goods which hethat	2622
it voluntarily delivers or which he unjustifiably refuses to	2623
deliver.	2624

Sec. 1307.23.        Sec. 1307.308. (A)Enforcement of carrier's lien	2625
[UCC 7-308]	2626

(A) A carrier's lien on goods may be enforced by public or	2627
private sale of the goods, in blocbulk or in parcelspackages, at	2628
any time or place, and on any terms whichthat are commercially	2629
reasonable, after notifying all persons known to claim an interest	2630
in the goods. SuchThe notification must include a statement of	2631
the amount due, the nature of the proposed sale, and the time and	2632
place of any public sale. The fact that a better price could have	2633
been obtained by a sale at a different time or in a different	2634
method different from that selected by the carrier is not of	2635
itself sufficient to establish that the sale was not made in a	2636
commercially reasonable manner. If theThe carrier eithersells	2637
goods in a commercially reasonable manner if the carrier sells the	2638
goods in the usual manner in any recognized market therefor or if	2639
he, sells at the price current in suchthat market at the time of	2640
histhe sale, or if he has otherwise soldsells in conformity with	2641
commercially reasonable practices among dealers in the type of	2642
goods sold, he has sold in a commercially reasonable manner. A	2643
sale of more goods than apparently necessary to be offered to	2644
ensure satisfaction of the obligation is not commercially	2645
reasonable, except in cases covered by the preceding sentence.	2646

(B) Before any sale pursuant to this section, any person	2647
claiming a right in the goods may pay the amount necessary to	2648
satisfy the lien and the reasonable expenses incurred underin	2649
complying with this section. In that event, the goods mustmay not	2650
be sold, but must be retained by the carrier, subject to the terms	2651
of the bill of lading and sections 1307.011307.101 to 1307.40,	2652
inclusive,1307.603 of the Revised Code.	2653

(C) TheA carrier may buy at any public sale pursuant to this	2654
section.	2655

(D) A purchaser in good faith of goods sold to enforce a	2656
carrier's lien takes the goods free of any rights of persons	2657
against whomwhich the lien was valid, despite the carrier's	2658
noncompliance by the carrier with the requirements of this	2659
section.	2660

(E) TheA carrier may satisfy hisits lien from the proceeds	2661
of any sale pursuant to this section but mustshall hold the	2662
balance, if any, for delivery on demand to any person to whom he	2663
which the carrier would have been bound to deliver the goods.	2664

(F) The rights provided by this section shall beare in	2665
addition to all other rights allowed by law to a creditor against	2666
hisa debtor.	2667

(G) A carrier's lien may be enforced in accordance with	2668
pursuant to either division (B)(A) of this section or the	2669
procedure set forth in division (B) of section 1307.151307.210 of	2670
the Revised Code.	2671

(H) TheA carrier is liable for damages caused by failure to	2672
comply with the requirements for sale under this section and, in	2673
case of willful violation, is liable for conversion.	2674

Sec. 1307.24.        Sec. 1307.309. (A)Duty of care; contractual	2675
limitation of carrier's liability [UCC 7-309]	2676

(A) A carrier whothat issues a bill of lading, whether	2677
negotiable or non-negotiable mustnonnegotiable, shall exercise	2678
the degree of care in relation to the goods which a reasonably	2679
careful manperson would exercise under likesimilar	2680
circumstances. This division does not repeal or changeaffect any	2681
lawstatute, regulation, or rule of law whichthat imposes	2682
liability upon a common carrier for damages not caused by its	2683
negligence.	2684

(B) Damages may be limited by a provisionterm in the bill of	2685
lading or in a transportation agreement that the carrier's	2686
liability shallmay not exceed a value stated in the documentbill	2687
or transportation agreement if the carrier's rates are dependent	2688
upon value and the consignor by the carrier's tariff is afforded	2689
an opportunity to declare a higher value or a value as lawfully	2690
provided inand the tariff, or where no tariff is filed he	2691
consignor is otherwise advised of suchthe opportunity; but no.	2692
However, such a limitation is not effective with respect to the	2693
carrier's liability for conversion to its own use.	2694

(C) Reasonable provisions as to the time and manner of	2695
presenting claims and institutingcommencing actions based on the	2696
shipment may be included in a bill of lading or tariffa	2697
transportation agreement.	2698

Sec. 1307.25.        Sec. 1307.401. TheIrregularities in issue of	2699
receipt or bill or conduct of issuer [UCC 7-401]	2700

The obligations imposed by sections 1307.011307.101 to	2701
1307.40, inclusive,1307.603 of the Revised Code on an issuer	2702
apply to a document of title regardless of the fact that even if:	2703

(1)the(A) The document maydoes not comply with the	2704
requirements of sections 1307.011307.101 to 1307.40, inclusive,	2705
1307.603 of the Revised Code or of any other lawstatute, rule, or	2706
regulation regarding its issueissuance, form, or content; or	2707

(2)the(B) The issuer may have violated laws regulating the	2708
conduct of hisits business; or	2709

(3)the(C) The goods covered by the document were owned by	2710
the bailee at the timewhen the document was issued; or	2711

(4)the(D) The person issuing the document does not come	2712
withinis not a warehouse but the definition of warehouseman if	2713
itdocument purports to be a warehouse receipt.	2714

Sec. 1307.26.        Sec. 1307.402. Neither aDuplicate document of	2715
title; overissue [UCC 7-402]	2716

A duplicate noror any other document of title purporting to	2717
cover goods already represented by an outstanding document of the	2718
same issuer confersdoes not confer any right in the goods, except	2719
as provided in the case of tangible bills of lading in a set of	2720
parts, overissue of documents for fungible goods, and substitutes	2721
for lost, stolen, or destroyed documents , or substitute documents	2722
issued pursuant to section 1307.105 of the Revised Code. But the	2723
The issuer is liable for damages caused by hisits overissue or	2724
failure to identify a duplicate document as such by a conspicuous	2725
notation on its face.	2726

Sec. 1307.27.        Sec. 1307.403. (A) TheObligation of bailee to	2727
deliver; excuse [UCC 7-403]	2728

(A) A bailee mustshall deliver the goods to a person	2729
entitled under thea document whoof title if the person complies	2730
with divisions (B) and (C) of this section, unless and to the	2731
extent that the bailee establishes any of the following:	2732

(1) delivery of the goods to a person whose receipt was	2733
rightful as against the claimant;	2734

(2) damage to or delay, loss, or destruction of the goods for	2735
which the bailee is not liable, but the burden of establishing	2736
negligence in such cases is on the person entitled under the	2737
document;	2738

(3) previous sale or other disposition of the goods in lawful	2739
enforcement of a lien or on warehouseman'sa warehouse's lawful	2740
termination of storage;	2741

(4) the exercise by a seller of hisits right to stop	2742
delivery pursuant to the provisions of section 1302.79 of the	2743
Revised Code or by a lessor of its right to stop delivery pursuant	2744
to section 1310.72 of the Revised Code;	2745

(5) a diversion, reconsignment, or other disposition pursuant	2746
to the provisions of section 1307.181307.303 of the Revised Code	2747
or tariff regulating such right;	2748

(6) release, satisfaction, or any other fact affording a	2749
personal defense against the claimant; or	2750

(7) any other lawful excuse.

2751

(B) A person claiming goods covered by a document of title	2752
mustshall satisfy the bailee's lien whereif the bailee so	2753
requests or whereif the bailee is prohibited by law from	2754
delivering the goods until the charges are paid.	2755

(C) Unless the person claiming the goods is onea person	2756
against whomwhich the document confers noof title does not	2757
confer a right under division (A) of section 1307.311307.503 of	2758
the Revised Code, he must:	2759

(1) The person claiming under a document shall surrender for	2760
cancellationpossession or notationcontrol of partial deliveries	2761
any outstanding negotiable document covering the goods,for	2762
cancellation or indication of partial deliveries; and the	2763

(2) The bailee mustshall cancel the document or	2764
conspicuously noteindicate in the document the partial delivery	2765
thereon or bethe bailee is liable to any person to whomwhich the	2766
document is duly negotiated.	2767

(D) "Person entitled under the document" means holder in the	2768
case of a negotiable document, or the person to whom delivery is	2769
to be made by the terms of or pursuant to written instructions	2770
under a non-negotiable document.	2771

Sec. 1307.28.        Sec. 1307.404. ANo liability for good-faith	2772
delivery pursuant to document of title [UCC 7-404]	2773

A bailee whothat in good faith, including observance of	2774
reasonable commercial standards has received goods and delivered	2775
or otherwise disposed of themthe goods according to the terms of	2776
thea document of title or pursuant to sections 1307.011307.101	2777
to 1307.40, inclusive,1307.603 of the Revised Code, is not liable	2778
therefor. This rule appliesfor the goods even though theif:	2779

(A) The person from whom hewhich the bailee received the	2780
goods had nodid not have authority to procure the document or to	2781
dispose of the goods and even though the; or	2782

(B) The person to whom hewhich the bailee delivered the	2783
goods had nodid not have authority to receive themthe goods.	2784

Sec. 1307.29.        Sec. 1307.501. (A) AForm of negotiation and	2785
requirements of due negotiation [UCC 7-501]	2786

(A) The following rules apply to a negotiable tangible	2787
document of title running:	2788

(1) If the document's original terms run to the order of a	2789
named person, the document is negotiated by histhe named person's	2790
indorsement and delivery. After histhe named person's indorsement	2791
in blank or to bearer, any person canmay negotiate itthe	2792
document by delivery alone.	2793

(B)(1) A negotiable document of title(2) If the document's	2794
original terms run to bearer, it is also negotiated by delivery	2795
alone when by its original terms it runs to bearer.	2796

(2) When a document running(3) If the document's original	2797
terms run to the order of a named person and it is delivered to	2798
himthe named person, the effect is the same as if the document	2799
had been negotiated.	2800

(C)(4) Negotiation of a negotiablethe document of title	2801
after it has been indorsed to a specifiednamed person requires	2802
indorsement by the special indorsee as well asnamed person and	2803
delivery.	2804

(D)(5) A negotiable document of title is "duly negotiated"	2805
whenif it is negotiated in the manner stated in this section	2806
division to a holder whothat purchases it in good faith, without	2807
notice of any defense against or claim to it on the part of any	2808
person, and for value, unless it is established that the	2809
negotiation is not in the regular course of business or financing	2810
or involves receiving the document in settlement or payment of a	2811
moneymonetary obligation.	2812

(E)(B) The following rules apply to a negotiable electronic	2813
document of title:	2814

(1) If the document's original terms run to the order of a	2815
named person or to bearer, the document is negotiated by delivery	2816
of the document to another person. Indorsement by the named person	2817
is not required to negotiate the document.	2818

(2) If the document's original terms run to the order of a	2819
named person and the named person has control of the document, the	2820
effect is the same as if the document had been negotiated.	2821

(3) A document is duly negotiated if it is negotiated in the	2822
manner stated in this division to a holder that purchases it in	2823
good faith, without notice of any defense against or claim to it	2824
on the part of any person, and for value, unless it is established	2825
that the negotiation is not in the regular course of business or	2826
financing or involves taking delivery of the document in	2827
settlement or payment of a monetary obligation.	2828

(C) Indorsement of a non-negotiablenonnegotiable document of	2829
title neither makes it negotiable nor adds to the transferee's	2830
rights.	2831

(F)(D) The naming in a negotiable bill of lading of a person	2832
to be notified of the arrival of the goods does not limit the	2833
negotiability of the bill noror constitute notice to a purchaser	2834
thereofof the bill of any interest of suchthat person in the	2835
goods.	2836

Sec. 1307.30.        Sec. 1307.502. (A)Rights acquired by due	2837
negotiation [UCC 7-502]	2838

(A) Subject to sections 1307.311307.205 and 1307.101307.503	2839
of the Revised Code on fungible goods, a holder to whomwhich a	2840
negotiable document of title has been duly negotiated acquires	2841
thereby:	2842

(1) title to the document;

2843

(2) title to the goods;

2844

(3) all rights accruing under the law of agency or estoppel,	2845
including rights to goods delivered to the bailee after the	2846
document was issued; and	2847

(4) the direct obligation of the issuer to hold or deliver	2848
the goods according to the terms of the document free of any	2849
defense or claim by himthe issuer except those arising under the	2850
terms of the document or under sections 1307.011307.101 to	2851
1307.40, inclusive,1307.603 of the Revised Code. In, but in the	2852
case of a delivery order, the bailee's obligation accrues only	2853
upon the bailee's acceptance of the delivery order and the	2854
obligation acquired by the holder is that the issuer and any	2855
indorser will procure the acceptance of the bailee.	2856

(B) Subject to section 1307.311307.503 of the Revised Code,	2857
title and rights so acquired by due negotiation are not defeated	2858
by any stoppage of the goods represented by the document of title	2859
or by surrender of suchthe goods by the bailee, and are not	2860
impaired even though theif:	2861

(1) The due negotiation or any prior due negotiation	2862
constituted a breach of duty or even though any;	2863

(2) Any person has been deprived of possession of thea	2864
negotiable tangible document or control of a negotiable electronic	2865
document by misrepresentation, fraud, accident, mistake, duress,	2866
loss, theft, or conversion,; or even though a	2867

(3) A previous sale or other transfer of the goods or	2868
document has been made to a third person.	2869

Sec. 1307.31.        Sec. 1307.503. (A)Document of title to goods	2870
defeated in certain cases [UCC 7-503]	2871

(A) A document of title confers no right in goods against a	2872
person whothat before issuance of the document had a legal	2873
interest or a perfected security interest in themthe goods and	2874
who neitherthat did not:	2875

(1) delivered or entrusted themDeliver or entrust the goods	2876
or any document of title covering themthe goods to the bailor or	2877
the bailor's nominee with actual:	2878

(a) Actual or apparent authority to ship, store, or sell or	2879
with power;	2880

(b) Power to obtain delivery under section 1307.271307.403	2881
of the Revised Code; or with power	2882

(c) Power of disposition under sectionsdivision (C) of	2883
section 1309.321 or section 1302.44 and, 1309.320, 1310.32, or	2884
1310.33 of the Revised Code, or other statuestatute or rule of	2885
law; noror	2886

(2) acquiescedAcquiesce in the procurement by the bailor or	2887
the bailor'sits nominee of any document of title.	2888

(B) Title to goods based upon an unaccepted delivery order is	2889
subject to the rights of anyoneany person to whomwhich a	2890
negotiable warehouse receipt or bill of lading covering the goods	2891
has been duly negotiated. Such aThat title may be defeated under	2892
section 1307.321307.504 of the Revised Code to the same extent as	2893
the rights of the issuer or a transferee from the issuer.	2894

(C) Title to goods based upon a bill of lading issued to a	2895
freight forwarder is subject to the rights of anyoneany person to	2896
whomwhich a bill issued by the freight forwarder is duly	2897
negotiated; but. However, delivery by the carrier in accordance	2898
with sections 1307.251307.401 to 1307.281307.404 of the Revised	2899
Code, pursuant to its own bill of lading discharges the carrier's	2900
obligation to deliver.	2901

Sec. 1307.32.        Sec. 1307.504. (A)Rights acquired in absence of due	2902
negotiation; effect of diversion; stoppage of delivery [UCC 7-504]	2903

(A) A transferee of a document of title, whether negotiable	2904
or non-negotiablenonnegotiable, to whomwhich the document has	2905
been delivered but not duly negotiated, acquires the title and	2906
rights which histhat its transferor had or had actual authority	2907
to convey.	2908

(B) In the case of a non-negotiabletransfer of a	2909
nonnegotiable document of title, until but not after the bailee	2910
receives notificationnotice of the transfer, the rights of the	2911
transferee may be defeated:	2912

(1) byBy those creditors of the transferor whowhich could	2913
treat the saletransfer as void under section 1302.43 or 1310.36	2914
of the Revised Code; or	2915

(2) byBy a buyer from the transferor in ordinary course of	2916
business if the bailee has delivered the goods to the buyer or	2917
received notification of histhe buyer's rights; or	2918

(3) asBy a lessee from the transferor in ordinary course of	2919
business if the bailee has delivered the goods to the lessee or	2920
received notification of the lessee's rights; or	2921

(4) As against the bailee, by good faithgood-faith dealings	2922
of the bailee with the transferor.	2923

(C) A diversion or other change of shipping instructions by	2924
the consignor in a non-negotiablenonnegotiable bill of lading	2925
which causes the bailee not to deliver the goods to the consignee	2926
defeats the consignee's title to the goods if theythe goods have	2927
been delivered to a buyer in ordinary course of business or a	2928
lessee in ordinary course of business and, in any event, defeats	2929
the consignee's rights against the bailee.	2930

(D) Delivery of the goods pursuant to a non-negotiable	2931
nonnegotiable document of title may be stopped by a seller	2932
pursuant tounder section 1302.79 of the Revised Code andor a	2933
lessor under section 1310.72 of the Revised Code, subject to the	2934
requirementrequirements of due notification there providedin	2935
those sections. A bailee honoringthat honors the seller's or	2936
lessor's instructions is entitled to be indemnified by the seller	2937
or lessor against any resulting loss or expense.	2938

Sec. 1307.33.        Sec. 1307.505. TheIndorser not guarantor for other	2939
parties [UCC 7-505]	2940

The indorsement of a tangible document of title issued by a	2941
bailee does not make the indorser liable for any default by the	2942
bailee or by previous indorsers.	2943

Sec. 1307.34.        Sec. 1307.506. TheDelivery without indorsement:	2944
right to compel indorsement [UCC 7-506]	2945

The transferee of a negotiable tangible document of title has	2946
a specifically enforceable right to have hisits transferor supply	2947
any necessary indorsement, but the transfer becomes a negotiation	2948
only as of the time the indorsement is supplied.	2949

Sec. 1307.35.        Sec. 1307.507. WhereWarranties on negotiation or	2950
delivery of document of title [UCC 7-507]	2951

If a person negotiates or transfersdelivers a document of	2952
title for value, otherwise than as a mere intermediary under	2953
section 1307.361307.508 of the Revised Code, then unless	2954
otherwise agreed he warrants to his immediate purchaser only, the	2955
transferor, in addition to any warranty made in selling or leasing	2956
the goods, warrants to its immediate purchaser only that:	2957

(A) that theThe document is genuine; and

2958

(B) that he has noThe transferor does not have knowledge of	2959
any fact whichthat would impair itsthe document's validity or	2960
worth; and	2961

(C) that hisThe negotiation or transferdelivery is rightful	2962
and fully effective with respect to the title to the document and	2963
the goods it represents.	2964

Sec. 1307.36.        Sec. 1307.508. AWarranties of collecting bank as to	2965
documents of title [UCC 7-508]	2966

A collecting bank or other intermediary known to be entrusted	2967
with documents of title on behalf of another or with collection of	2968
a draft or other claim against delivery of documents warrants by	2969
suchthe delivery of the documents only its own good faith and	2970
authority. This rule applies even thoughif the collecting bank or	2971
other intermediary has purchased or made advances against the	2972
claim or draft to be collected.	2973

Sec. 1307.37.        Sec. 1307.509. The question whetherAdequate	2974
compliance with commercial contract [UCC 7-509]	2975

Whether a document of title is adequate to fulfill the	2976
obligations of a contract for sale, a contract for lease, or the	2977
conditions of a letter of credit is governeddetermined by	2978
sections 1302.01 to 1302.98, inclusive, and 1305.01 to 1305.16,	2979
inclusive,and 1310.01 to 1310.78 of the Revised Code.	2980

Sec. 1307.38.        Sec. 1307.601. (A)Lost, stolen, or destroyed	2981
documents of title [UCC 7-601]	2982

(A) If a document has beenof title is lost, stolen, or	2983
destroyed, a court may order delivery of the goods or issuance of	2984
a substitute document and the bailee may without liability to any	2985
person comply with suchthe order. If the document was negotiable,	2986
a court may not order delivery of the goods or issuance of a	2987
substitute document without the claimant must postclaimant's	2988
posting security approved by the court to indemnifyunless it	2989
finds that any person whothat may suffer loss as a result of	2990
non-surrendernonsurrender of possession or control of the	2991
document is adequately protected against the loss. If the document	2992
was not negotiablenonnegotiable, suchthe court may require	2993
security may be required at the discretion of the court. The court	2994
may also in its discretion order payment of the bailee's	2995
reasonable costs and counselattorney's fees in any action under	2996
this division.	2997

(B) A bailee whothat, without a court order, delivers goods	2998
to a person claiming under a missing negotiable document of title	2999
is liable to any person injured thereby, and if. If the delivery	3000
is not in good faith becomes, the bailee is liable for conversion.	3001
Delivery in good faith is not conversion if made in accordance	3002
with a filed classification or tariff or, where no classification	3003
or tariff is filed, if the claimant posts security with the bailee	3004
in an amount at least double the value of the goods at the time of	3005
posting to indemnify any person injured by the delivery whowhich	3006
files a notice of claim within one year after the delivery.	3007

Sec. 1307.39.        Sec. 1307.602. Except where theJudicial process	3008
against goods covered by negotiable document of title [UCC 7-602]	3009

Unless a document of title was originally issued upon	3010
delivery of the goods by a person who had nothat did not have	3011
power to dispose of them, noa lien attachesdoes not attach by	3012
virtue of any judicial process to goods in the possession of a	3013
bailee for which a negotiable document of title is outstanding	3014
unless possession or control of the document beis first	3015
surrendered to the bailee or itsthe document's negotiation is	3016
enjoined, and the. The bailee shallmay not be compelled to	3017
deliver the goods pursuant to process until possession or control	3018
of the document is surrendered to himthe bailee or impounded by	3019
to the court. One who purchasesA purchaser of the document for	3020
value without notice of the process or injunction takes free of	3021
the lien imposed by judicial process.	3022

Sec. 1307.40.        Sec. 1307.603. IfConflicting claims; interpleader	3023
[UCC 7-603]	3024

If more than one person claims title to or possession of the	3025
goods, the bailee is excused from delivery until hethe bailee has	3026
had a reasonable time to ascertain the validity of the adverse	3027
claims or to bringcommence an action to compel all claimants to	3028
interplead and may compel suchfor interpleader,. The bailee may	3029
assert an interpleader either in defending an action for	3030
non-deliverynondelivery of the goods, or by original action,	3031
whichever is appropriate.	3032

Sec. 1307.703.  Applicability [UCC 7-703]

3033

Sections 1307.101 to 1307.603 of the Revised Code apply to a	3034
document of title that is issued or a bailment that arises on or	3035
after the effective date of this section. Sections 1307.101 to	3036
1307.603 of the Revised Code do not apply to a document of title	3037
that is issued or a bailment that arises before the effective date	3038
of this section even if the document of title or bailment would be	3039
subject to those sections if the document of title had been issued	3040
or bailment had arisen after the effective date of this section.	3041
These sections do not apply to a right of action that has accrued	3042
before the effective date of this section.	3043

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

3044

A document of title issued or a bailment that arises before	3045
the effective date of sections 1307.101 to 1307.603 of the Revised	3046
Code and the rights, obligations, and interests flowing from that	3047
document or bailment are governed by any statute or other rule	3048
amended or repealed by H.B. 9 of the 129th general assembly as if	3049
amendment or repeal had not occurred and may be terminated,	3050
completed, consummated, or enforced under that statute or other	3051
rule.	3052

Sec. 1308.01.  (A) In this chapter:

3053

(1) "Adverse claim" means a claim that a claimant has a	3054
property interest in a financial asset and that it is a violation	3055
of the rights of the claimant for another person to hold,	3056
transfer, or deal with the financial asset.	3057

(2) "Bearer form," as applied to a certificated security,	3058
means a form in which the security is payable to the bearer of the	3059
security certificate according to its terms but not by reason of	3060
an indorsement.	3061

(3) "Broker" means a person defined as a broker or dealer	3062
under the federal securities laws, but without excluding a bank	3063
acting in that capacity.	3064

(4) "Certificated security" means a security that is	3065
represented by a certificate.	3066

(5) "Clearing corporation" means:

3067

(a) A person that is registered as a "clearing agency" under	3068
the federal securities laws;	3069

(b) A federal reserve bank; or

3070

(c) Any other person that provides clearance or settlement	3071
services with respect to financial assets that would require it to	3072
register as a clearing agency under the federal securities laws	3073
but for an exclusion or exemption from the registration	3074
requirement, if its activities as a clearing corporation,	3075
including promulgation of rules, are subject to regulation by a	3076
federal or state governmental authority.	3077

(6) "Communicate" means to:

3078

(a) Send a signed writing; or

3079

(b) Transmit information by any mechanism agreed upon by the	3080
persons transmitting and receiving the information.	3081

(7) "Entitlement holder" means a person identified in the	3082
records of a securities intermediary as the person having a	3083
security entitlement against the securities intermediary. If a	3084
person acquires a security entitlement by virtue of division	3085
(B)(2) or (3) of section 1308.51 of the Revised Code, that person	3086
is the entitlement holder.	3087

(8) "Entitlement order" means a notification communicated to	3088
a securities intermediary directing transfer or redemption of a	3089
financial asset to which the entitlement holder has a security	3090
entitlement.	3091

(9) "Financial asset," except as otherwise provided in	3092
section 1308.02 of the Revised Code, means:	3093

(a) A security;

3094

(b) An obligation of a person or a share, participation, or	3095
other interest in a person or in property or an enterprise of a	3096
person, which is, or is of a type, dealt in or traded on financial	3097
markets, or which is recognized in any area in which it is issued	3098
or dealt in as a medium for investment; or	3099

(c) Any property that is held by a securities intermediary	3100
for another person in a securities account if the securities	3101
intermediary has expressly agreed with the other person that the	3102
property is to be treated as a financial asset under this chapter.	3103

As context requires, the term means either the interest	3104
itself or the means by which a person's claim to it is evidenced,	3105
including a certificated or uncertificated security, a security	3106
certificate, or a security entitlement.	3107

(10) "Good faith," for purposes of the obligation of good	3108
faith in the performance or enforcement of contracts or duties	3109
within this chapter, means honesty in fact and the observance of	3110
reasonable commercial standards of fair dealinghas the same	3111
meaning as in section 1301.201 of the Revised Code.	3112

(11) "Indorsement" means a signature that alone or	3113
accompanied by other words is made on a security certificate in	3114
registered form or on a separate document for the purpose of	3115
assigning, transferring, or redeeming the security or granting a	3116
power to assign, transfer, or redeem it.	3117

(12) "Instruction" means a notification communicated to the	3118
issuer of an uncertificated security which directs that the	3119
transfer of the security be registered or that the security be	3120
redeemed.	3121

(13) "Registered form," as applied to a certificated	3122
security, means a form in which:	3123

(a) The security certificate specifies a person entitled to	3124
the security; and	3125

(b) A transfer of the security may be registered upon books	3126
maintained for that purpose by or on behalf of the issuer, or the	3127
security certificate so states.	3128

(14) "Securities intermediary" means:

3129

(a) A clearing corporation; or

3130

(b) A person, including a bank or broker, that in the	3131
ordinary course of its business maintains securities accounts for	3132
others and is acting in that capacity.	3133

(15) "Security," except as otherwise provided in section	3134
1308.02 of the Revised Code, means an obligation of an issuer or a	3135
share, participation, or other interest in an issuer or in	3136
property or an enterprise of an issuer:	3137

(a) Which is represented by a security certificate in bearer	3138
or registered form, or the transfer of which may be registered	3139
upon books maintained for that purpose by or on behalf of the	3140
issuer;	3141

(b) Which is one of a class or series or by its terms is	3142
divisible into a class or series of shares, participations,	3143
interests, or obligations; and	3144

(c) Which:

3145

(i) Is, or is of a type, dealt in or traded on securities	3146
exchanges or securities markets; or	3147

(ii) Is a medium for investment and by its terms expressly	3148
provides that it is a security governed by this chapter.	3149

(16) "Security certificate" means a certificate representing	3150
a security.	3151

(17) "Security entitlement" means the rights and property	3152
interest of an entitlement holder with respect to a financial	3153
asset specified in sections 1308.51 to 1308.61 of the Revised	3154
Code.	3155

(18) "Uncertificated security" means a security that is not	3156
represented by a certificate.	3157

(B) Other definitions applying to this chapter and the	3158
sections in which they appear are:	3159

(1) "Appropriate person," as defined in section 1308.23 of	3160
the Revised Code.	3161

(2) "Control," as defined in section 1308.24 of the Revised	3162
Code.	3163

(3) "Delivery," as defined in section 1308.27 of the Revised	3164
Code.	3165

(4) "Investment company security," as defined in section	3166
1308.02 of the Revised Code.	3167

(5) "Issuer," as defined in section 1308.08 of the Revised	3168
Code.	3169

(6) "Overissue," as defined in section 1308.03 of the Revised	3170
Code.	3171

(7) "Protected purchaser," as defined in section 1308.17 of	3172
the Revised Code.	3173

(8) "Securities account," as defined in section 1308.51 of	3174
the Revised Code.	3175

(C) In addition, Chapter 1301. of the Revised Code contains	3176
general definitions and principles of construction and	3177
interpretation applicable throughout this chapter.	3178

(D) The characterization of a person, business, or	3179
transaction for purposes of this chapter does not determine the	3180
characterization of the person, business, or transaction for	3181
purposes of any other law, regulation, or rule.	3182

Sec. 1308.02.  (A) A share or similar equity interest issued	3183
by a corporation, business trust, joint stock company, or similar	3184
entity is a security.	3185

(B) An "investment company security" is a security.	3186
"Investment company security" means a share or similar equity	3187
interest issued by an entity that is registered as an investment	3188
company under the federal investment company laws, an interest in	3189
a unit investment trust that is so registered, or a face-amount	3190
certificate issued by a face-amount certificate company that is so	3191
registered. Investment company security does not include an	3192
insurance policy or endowment policy or annuity contract issued by	3193
an insurance company.	3194

(C) An interest in a partnership or limited liability company	3195
is not a security unless it is dealt in or traded on securities	3196
exchanges or in securities markets, its terms expressly provide	3197
that it is a security governed by this chapter, or it is an	3198
investment company security. However, an interest in a partnership	3199
or limited liability company is a financial asset if it is held in	3200
a securities account.	3201

(D) A writing that is a security certificate is governed by	3202
this chapter and not by Chapter 1303. of the Revised Code, even	3203
though it also meets the requirements of that chapter. However, a	3204
negotiable instrument governed by Chapter 1303. of the Revised	3205
Code is a financial asset if it is held in a securities account.	3206

(E) An option or similar obligation issued by a clearing	3207
corporation to its participants is not a security, but is a	3208
financial asset.	3209

(F) A commodity contract, as defined in division (A)(15) of	3210
section 1309.102 of the Revised Code, is not a security or a	3211
financial asset.	3212

(G) A document of title is not a financial asset unless	3213
division (A)(9)(c) of section 1308.01 of the Revised Code applies.	3214

Sec. 1309.102.  (A) As used in this chapter, unless the	3215
context requires otherwise:	3216

(1) "Accession" means goods that are physically united with	3217
other goods in such a manner that the identity of the original	3218
goods is not lost.	3219

(2)(a) "Account," except as used in "account for," means a	3220
right to payment of a monetary obligation, whether or not earned	3221
by performance, (i) for property that has been or is to be sold,	3222
leased, licensed, assigned, or otherwise disposed of, (ii) for	3223
services rendered or to be rendered, (iii) for a policy of	3224
insurance issued or to be issued, (iv) for a secondary obligation	3225
incurred or to be incurred, (v) for energy provided or to be	3226
provided, (vi) for the use or hire of a vessel under a charter or	3227
other contract, (vii) arising out of the use of a credit or charge	3228
card or information contained on or for use with the card, or	3229
(viii) as winnings in a lottery or other game of chance operated	3230
or sponsored by a state, governmental unit of a state, or person	3231
licensed or authorized to operate the game by a state or	3232
governmental unit of a state.	3233

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

3234

(c) "Account" does not include (i) rights to payment	3235
evidenced by chattel paper or an instrument, (ii) commercial tort	3236
claims, (iii) deposit accounts, (iv) investment property, (v)	3237
letter-of-credit rights or letters of credit, or (vi) rights to	3238
payment for money or funds advanced or sold, other than rights	3239
arising out of the use of a credit or charge card or information	3240
contained on or for use with the card.	3241

(3) "Account debtor" means a person who is obligated on an	3242
account, chattel paper, or general intangible. "Account debtor"	3243
does not include a person who is obligated to pay a negotiable	3244
instrument, even if the instrument constitutes part of chattel	3245
paper.	3246

(4) "Accounting," except as used in "accounting for," means a	3247
record:	3248

(a) Authenticated by a secured party;

3249

(b) Indicating the aggregate unpaid secured obligations as of	3250
a date not more than thirty-five days earlier or thirty-five days	3251
later than the date of the record; and	3252

(c) Identifying the components of the obligations in	3253
reasonable detail.	3254

(5) "Agricultural lien" means an interest, other than a	3255
security interest, in farm products:	3256

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

3257

(i) Goods or services furnished in connection with a debtor's	3258
farming operation; or	3259

(ii) Rent on real property leased by a debtor in connection	3260
with its farming operation.	3261

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

3262

(i) In the ordinary course of business, furnished goods or	3263
services to a debtor in connection with the debtor's farming	3264
operation; or	3265

(ii) Leased real property to a debtor in connection with the	3266
debtor's farming operation; and	3267

(c) Whose effectiveness does not depend on the person's	3268
possession of the personal property.	3269

(6) "As-extracted collateral" means:

3270

(a) Oil, gas, or other minerals that are subject to a	3271
security interest that:	3272

(i) Is created by a debtor having an interest in the minerals	3273
before extraction; and	3274

(ii) Attaches to the minerals as extracted; or

3275

(b) Accounts arising out of the sale at the wellhead or	3276
minehead of oil, gas, or other minerals in which the debtor had an	3277
interest before extraction.	3278

(7) "Authenticate" means:

3279

(a) To sign; or

3280

(b) To execute or otherwise adopt a symbol, or encrypt or	3281
similarly process a record in whole or in part, with the present	3282
intent of the authenticating person to identify the person and	3283
adopt or accept a record.	3284

(8) "Bank" means an organization that is engaged in the	3285
business of banking. "Bank" includes savings banks, savings and	3286
loan associations, credit unions, and trust companies.	3287

(9) "Cash proceeds" means proceeds that are money, checks,	3288
deposit accounts, or the like.	3289

(10) "Certificate of title" means a certificate of title with	3290
respect to which a statute provides for the security interest in	3291
question to be indicated on the certificate as a condition or	3292
result of the security interest's obtaining priority over the	3293
rights of a lien creditor with respect to the collateral.	3294

(11)(a) "Chattel paper" means a record that evidences both a	3295
monetary obligation and a security interest in specific goods, a	3296
security interest in specific goods and software used in the	3297
goods, a security interest in specific goods and license of	3298
software used in the goods, a lease of specific goods, or a lease	3299
of specific goods and license of software used in the goods.	3300

As used in division (A)(11)(a) of this section, "monetary	3301
obligation" means a monetary obligation secured by the goods or	3302
owed under a lease of the goods and includes a monetary obligation	3303
with respect to software used in the goods.	3304

(b) If a transaction is evidenced by records that include an	3305
instrument or series of instruments, the group of records taken	3306
together constitutes chattel paper.	3307

(c) "Chattel paper" does not include (i) charters or other	3308
contracts involving the use or hire of a vessel or (ii) records	3309
that evidence a right to payment arising out of the use of a	3310
credit or charge card or information contained on or for use with	3311
the card.	3312

(12) "Collateral" means the property subject to a security	3313
interest or agricultural lien, including:	3314

(a) Proceeds to which a security interest attaches;

3315

(b) Accounts, chattel paper, payment intangibles, and	3316
promissory notes that have been sold; and	3317

(c) Goods that are the subject of a consignment.

3318

(13) "Commercial tort claim" means a claim arising in tort	3319
with respect to which:	3320

(a) The claimant is an organization; or

3321

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

3322

(i) Arose in the course of the claimant's business or	3323
profession; and	3324

(ii) Does not include damages arising out of personal injury	3325
to or the death of an individual.	3326

(14) "Commodity account" means an account maintained by a	3327
commodity intermediary in which a commodity contract is carried	3328
for a commodity customer.	3329

(15) "Commodity contract" means a commodity futures contract,	3330
an option on a commodity futures contract, a commodity option, or	3331
another contract if the contract or option is:	3332

(a) Traded on or subject to the rules of a board of trade	3333
that has been designated as a contract market for such a contract	3334
pursuant to the federal commodities laws; or	3335

(b) Traded on a foreign commodity board of trade, exchange,	3336
or market and is carried on the books of a commodity intermediary	3337
for a commodity customer.	3338

(16) "Commodity customer" means a person for whom a commodity	3339
intermediary carries a commodity contract on its books.	3340

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

3341

(a) Is registered as a futures commission merchant under the	3342
federal commodities laws; or	3343

(b) In the ordinary course of its business provides clearance	3344
or settlement services for a board of trade that has been	3345
designated as a contract market pursuant to the federal	3346
commodities laws.	3347

(18) "Communicate" means:

3348

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

3349

(b) To transmit a record by any means agreed upon by the	3350
persons sending and receiving the record; or	3351

(c) In the case of transmission of a record to or by a filing	3352
office, to transmit a record by any means prescribed by	3353
filing-office rule.	3354

(19) "Consignee" means a merchant to whom goods are delivered	3355
in a consignment.	3356

(20) "Consignment" means a transaction, regardless of its	3357
form, in which a person delivers goods to a merchant for the	3358
purpose of sale and:	3359

(a) The merchant:

3360

(i) Deals in goods of that kind under a name other than the	3361
name of the person making delivery;	3362

(ii) Is not an auctioneer; and

3363

(iii) Is not generally known by its creditors to be	3364
substantially engaged in selling the goods of others;	3365

(b) With respect to each delivery, the aggregate value of the	3366
goods is one thousand dollars or more at the time of delivery.	3367

(c) The goods are not consumer goods immediately before	3368
delivery; and	3369

(d) The transaction does not create a security interest that	3370
secures an obligation.	3371

(21) "Consignor" means a person that delivers goods to a	3372
consignee in a consignment.	3373

(22) "Consumer debtor" means a debtor in a consumer	3374
transaction.	3375

(23) "Consumer goods" means goods that are used or bought for	3376
use primarily for personal, family, or household purposes.	3377

(24) "Consumer-goods transaction" means a consumer	3378
transaction in which:	3379

(a) An individual incurs an obligation primarily for	3380
personal, family, or household purposes; and	3381

(b) A security interest in consumer goods secures the	3382
obligation.	3383

(25) "Consumer obligor" means an obligor who is an individual	3384
and who incurred the obligation as part of a transaction entered	3385
into primarily for personal, family, or household purposes.	3386

(26) "Consumer transaction" means a transaction in which: (a)	3387
an individual incurs an obligation primarily for personal, family,	3388
or household purposes, (b) a security interest secures the	3389
obligation, and (c) the collateral is held or acquired primarily	3390
for personal, family, or household purposes. "Consumer	3391
transaction" includes consumer-goods transactions.	3392

(27) "Continuation statement" means an amendment of a	3393
financing statement that:	3394

(a) Identifies, by its file number, the initial financing	3395
statement to which it relates; and	3396

(b) Indicates that it is a continuation statement for, or	3397
that it is filed to continue the effectiveness of, the identified	3398
financing statement.	3399

(28) "Debtor" means:

3400

(a) A person having an interest, other than a security	3401
interest or other lien, in the collateral, whether or not the	3402
person is an obligor;	3403

(b) A seller of accounts, chattel paper, payment intangibles,	3404
or promissory notes; or	3405

(c) A consignee.

3406

(29) "Deposit account" means a demand, time, savings,	3407
passbook, or similar account maintained with a bank but does not	3408
include investment property or accounts evidenced by an	3409
instrument.	3410

(30) "Document" means a document of title or a receipt of the	3411
type described in division (B) of section 1307.061307.201 of the	3412
Revised Code.	3413

(31) "Electronic chattel paper" means chattel paper evidenced	3414
by a record consisting of information stored in an electronic	3415
medium.	3416

(32) "Encumbrance" means a right, other than an ownership	3417
interest, in real property. "Encumbrance" includes mortgages and	3418
other liens on real property.	3419

(33) "Equipment" means goods other than inventory, farm	3420
products, or consumer goods.	3421

(34) "Farm products" means goods, other than standing timber,	3422
with respect to which the debtor is engaged in a farming operation	3423
and that are:	3424

(a) Crops grown, growing, or to be grown, including:

3425

(i) Crops produced on trees, vines, and bushes; and

3426

(ii) Aquatic goods produced in aquacultural operations;

3427

(b) Livestock, born or unborn, including aquatic goods	3428
produced in aquacultural operations;	3429

(c) Supplies used or produced in a farming operation; or

3430

(d) Products of crops or livestock in their unmanufactured	3431
states.	3432

(35) "Farming operation" means raising, cultivating,	3433
propagating, fattening, grazing, or any other farming, livestock,	3434
or aquacultural operation.	3435

(36) "File number" means the number assigned to an initial	3436
financing statement under division (A) of section 1309.519 of the	3437
Revised Code.	3438

(37) "Filing office" means an office designated in section	3439
1309.501 of the Revised Code as the place to file a financing	3440
statement.	3441

(38) "Filing-office rule" means a rule adopted under section	3442
1309.526 of the Revised Code.	3443

(39) "Financing statement" means a record composed of an	3444
initial financing statement and any filed record or records	3445
relating to the initial financing statement. For the purposes of	3446
this chapter, financing statements filed for recording with the	3447
secretary of state shall not be required to include social	3448
security or employer identification numbers.	3449

(40) "Fixture filing" means the filing of a financing	3450
statement covering goods that are or are to become fixtures and	3451
satisfying divisions (A) and (B) of section 1309.502 of the	3452
Revised Code. "Fixture filing" includes the filing of a financing	3453
statement covering goods of a transmitting utility that are or are	3454
to become fixtures.	3455

(41) "Fixtures" means goods that have become so related to	3456
particular real property that an interest in them arises under	3457
real property law.	3458

(42) "General intangible" means any personal property,	3459
including things in action, other than accounts, chattel paper,	3460
commercial tort claims, deposit accounts, documents, goods,	3461
instruments, investment property, letter-of-credit rights, letters	3462
of credit, money, and oil, gas, or other minerals before	3463
extraction. "General intangible" includes payment intangibles and	3464
software.	3465

(43) "Good faith" means honesty in fact and the observance of	3466
reasonable commercial standards of fair dealinghas the same	3467
meaning as in section 1301.201 of the Revised Code.	3468

(44)(a) "Goods" means all things that are movable when a	3469
security interest attaches. "Goods" includes (i) fixtures, (ii)	3470
standing timber that is to be cut and removed under a conveyance	3471
or contract for sale, (iii) the unborn young of animals, (iv)	3472
crops grown, growing, or to be grown, even if the crops are	3473
produced on trees, vines, or bushes, and (v) manufactured homes.	3474

(b) "Goods" also includes a computer program embedded in	3475
goods and any supporting information provided in connection with a	3476
transaction relating to the program if (i) the program is	3477
associated with the goods in such a manner that it customarily is	3478
considered part of the goods, or (ii) by becoming the owner of the	3479
goods, a person acquires a right to use the program in connection	3480
with the goods.	3481

(c) "Goods" does not include a computer program embedded in	3482
goods that consist solely of the medium in which the program is	3483
embedded. "Goods" does not include accounts, chattel paper,	3484
commercial tort claims, deposit accounts, documents, general	3485
intangibles, instruments, investment property, letter-of-credit	3486
rights, letters of credit, money, or oil, gas, or other minerals	3487
before extraction.	3488

(45) "Governmental unit" means a subdivision, agency,	3489
department, county, parish, municipal corporation, or other unit	3490
of the government of the United States, a state, or a foreign	3491
country. "Governmental unit" includes an organization having a	3492
separate corporate existence if the organization is eligible to	3493
issue debt on which interest is exempt from income taxation under	3494
the laws of the United States.	3495

(46) "Health-care-insurance receivable" means an interest in	3496
or claim under a policy of insurance that is a right to payment of	3497
a monetary obligation for health-care goods or services provided.	3498

(47)(a) "Instrument" means a negotiable instrument or any	3499
other writing that evidences a right to the payment of a monetary	3500
obligation, is not itself a security agreement or lease, and is of	3501
a type that in ordinary course of business is transferred by	3502
delivery with any necessary indorsement or assignment.	3503

(b) "Instrument" does not include (i) investment property,	3504
(ii) letters of credit, or (iii) writings that evidence a right to	3505
payment arising out of the use of a credit or charge card or	3506
information contained on or for use with the card.	3507

(48) "Inventory" means goods, other than farm products, that:

3508

(a) Are leased by a person as lessor;

3509

(b) Are held by a person for sale or lease or to be furnished	3510
under a contract of service;	3511

(c) Are furnished by a person under a contract of service; or

3512

(d) Consist of raw materials, work in process, or materials	3513
used or consumed in a business.	3514

(49) "Investment property" means a security, whether	3515
certificated or uncertificated, a security entitlement, a	3516
securities account, a commodity contract, or a commodity account.	3517

(50) "Jurisdiction of organization," with respect to a	3518
registered organization, means the jurisdiction under whose law	3519
the organization is organized.	3520

(51) "Letter-of-credit right" means a right to payment or	3521
performance under a letter of credit, whether or not the	3522
beneficiary has demanded or is at the time entitled to demand	3523
payment or performance. "Letter-of-credit right" does not include	3524
the right of a beneficiary to demand payment or performance under	3525
a letter of credit.	3526

(52) "Lien creditor" means:

3527

(a) A creditor who has acquired a lien on the property	3528
involved by attachment, levy or the like;	3529

(b) An assignee for benefit of creditors from the time of	3530
assignment;	3531

(c) A trustee in bankruptcy from the date of the filing of	3532
the petition; or	3533

(d) A receiver in equity from the time of appointment.

3534

(53) "Manufactured home" means a structure, transportable in	3535
one or more sections, that, in the traveling mode, is eight body	3536
feet or more in width or forty body feet or more in length, or,	3537
when erected on site, is three hundred twenty or more square feet,	3538
and that is built on a permanent chassis and designed to be used	3539
as a dwelling with or without a permanent foundation when	3540
connected to the required utilities, and includes the plumbing,	3541
heating, air conditioning, and electrical systems contained in the	3542
structure. "Manufactured home" includes any structure that meets	3543
all of the requirements of this paragraph except the size	3544
requirements and with respect to which the manufacturer	3545
voluntarily files a certification required by the United States	3546
secretary of housing and urban development and complies with the	3547
standards established under Title 42 of the United States Code.	3548

(54) "Manufactured-home transaction" means a secured	3549
transaction:	3550

(a) That creates a purchase-money security interest in a	3551
manufactured home, other than a manufactured home held as	3552
inventory; or	3553

(b) In which a manufactured home, other than a manufactured	3554
home held as inventory, is the primary collateral.	3555

(55) "Mortgage" means a consensual interest in real property,	3556
including fixtures, that secures payment or performance of an	3557
obligation.	3558

(56) "New debtor" means a person that becomes bound as debtor	3559
under division (D) of section 1309.203 of the Revised Code by a	3560
security agreement previously entered into by another person.	3561

(57)(a) "New value" means (i) money, (ii) money's worth in	3562
property, services, or new credit, or (iii) release by a	3563
transferee of an interest in property previously transferred to	3564
the transferee.	3565

(b) "New value" does not include an obligation substituted	3566
for another obligation.	3567

(58) "Noncash proceeds" means proceeds other than cash	3568
proceeds.	3569

(59)(a) "Obligor" means a person who, with respect to an	3570
obligation secured by a security interest in or an agricultural	3571
lien on the collateral, (i) owes payment or other performance of	3572
the obligation, (ii) has provided property other than the	3573
collateral to secure payment or other performance of the	3574
obligation, or (iii) is otherwise accountable in whole or in part	3575
for payment or other performance of the obligation.	3576

(b) "Obligor" does not include issuers or nominated persons	3577
under a letter of credit.	3578

(60) "Original debtor," except as used in division (C) of	3579
section 1309.310 of the Revised Code, means a person who, as	3580
debtor, entered into a security agreement to which a new debtor	3581
has become bound under division (D) of section 1309.203 of the	3582
Revised Code.	3583

(61) "Payment intangible" means a general intangible under	3584
which the account debtor's principal obligation is a monetary	3585
obligation.	3586

(62) "Person related to," with respect to an individual,	3587
means:	3588

(a) The spouse of the individual;

3589

(b) A brother, brother-in-law, sister, or sister-in-law of	3590
the individual;	3591

(c) An ancestor or lineal descendant of the individual or the	3592
individual's spouse; or	3593

(d) Any other relative, by blood or marriage, of the	3594
individual or the individual's spouse who shares the same home	3595
with the individual.	3596

(63) "Person related to," with respect to an organization,	3597
means:	3598

(a) A person directly or indirectly controlling, controlled	3599
by, or under common control with the organization;	3600

(b) An officer or director of, or a person performing similar	3601
functions with respect to, the organization;	3602

(c) An officer or director of, or a person performing similar	3603
functions with respect to, a person described in division	3604
(A)(63)(a) of this section;	3605

(d) The spouse of an individual described in division	3606
(A)(63)(a), (b), or (c) of this section; or	3607

(e) An individual who is related by blood or marriage to an	3608
individual described in division (A)(63)(a), (b), (c), or (d) of	3609
this section and shares the same home with the individual.	3610

(64) "Proceeds," except as used in division (B) of section	3611
1309.609 of the Revised Code, means the following property:	3612

(a) Whatever is acquired upon the sale, lease, license,	3613
exchange, or other disposition of collateral;	3614

(b) Whatever is collected on, or distributed on account of,	3615
collateral;	3616

(c) Rights arising out of collateral;

3617

(d) To the extent of the value of collateral, claims arising	3618
out of the loss, nonconformity, or interference with the use of,	3619
defects or infringement of rights in, or damage to the collateral;	3620
or	3621

(e) To the extent of the value of collateral and to the	3622
extent payable to the debtor or the secured party, insurance	3623
payable by reason of the loss or nonconformity of, defects or	3624
infringement of rights in, or damage to the collateral.	3625

(65) "Promissory note" means an instrument that evidences a	3626
promise to pay a monetary obligation, does not evidence an order	3627
to pay, and does not contain an acknowledgment by a bank that the	3628
bank has received for deposit a sum of money or funds.	3629

(66) "Proposal" means a record authenticated by a secured	3630
party that includes the terms on which the secured party is	3631
willing to accept collateral in full or partial satisfaction of	3632
the obligation it secures pursuant to sections 1309.620, 1309.621,	3633
and 1309.622 of the Revised Code.	3634

(67) "Public-finance transaction" means a secured transaction	3635
in connection with which:	3636

(a) Debt securities are issued;

3637

(b) All or a portion of the securities issued have an initial	3638
stated maturity of at least twenty years; and	3639

(c) The debtor, obligor, secured party, account debtor or	3640
other person obligated on collateral, assignor or assignee of a	3641
secured obligation, or assignor or assignee of a security interest	3642
is a state or a governmental unit of a state.	3643

(68) "Pursuant to commitment," with respect to an advance	3644
made or other value given by a secured party, means pursuant to	3645
the secured party's obligation, whether or not a subsequent event	3646
of default or other event not within the secured party's control	3647
has relieved or may relieve the secured party from its obligation.	3648

(69) "Record," except as used in "for record," "of record,"	3649
"record or legal title," and "record owner," means information	3650
that is inscribed on a tangible medium or that is stored in an	3651
electronic or other medium and is retrievable in perceivable form.	3652

(70) "Registered organization" means an organization	3653
organized solely under the law of a single state or the United	3654
States and as to which the state or the United States must	3655
maintain a public record showing the organization to have been	3656
organized.	3657

(71) "Secondary obligor" means an obligor to the extent that:

3658

(a) The obligor's obligation is secondary; or

3659

(b) The obligor has a right of recourse with respect to an	3660
obligation secured by collateral against the debtor, another	3661
obligor, or property of either.	3662

(72) "Secured party" means:

3663

(a) A person in whose favor a security interest is created or	3664
provided for under a security agreement, whether or not any	3665
obligation to be secured is outstanding;	3666

(b) A person that holds an agricultural lien;

3667

(c) A consignor;

3668

(d) A person to whom accounts, chattel paper, payment	3669
intangibles, or promissory notes have been sold;	3670

(e) A trustee, indenture trustee, agent, collateral agent, or	3671
other representative in whose favor a security interest or	3672
agricultural lien is created or provided for; or	3673

(f) A person who holds a security interest arising under	3674
section 1302.42, 1302.49, 1302.85, 1304.20, 1305.18, or 1310.54 of	3675
the Revised Code.	3676

(73) "Security agreement" means an agreement that creates or	3677
provides for a security interest.	3678

(74) "Send," in connection with a record or notification,	3679
means:	3680

(a) To deposit in the mail, deliver for transmission, or	3681
transmit by any other usual means of communication, with postage	3682
or cost of transmission provided for, addressed to any address	3683
reasonable under the circumstances; or	3684

(b) To cause the record or notification to be received within	3685
the time that it would have been received if properly sent under	3686
division (A)(74)(a) of this section.	3687

(75) "Software" means a computer program and any supporting	3688
information provided in connection with a transaction relating to	3689
the program. "Software" does not include a computer program that	3690
is included in the definition of goods.	3691

(76) "State" means a state of the United States, the District	3692
of Columbia, Puerto Rico, the United States Virgin Islands, or any	3693
territory or insular possession subject to the jurisdiction of the	3694
United States.	3695

(77) "Supporting obligation" means a letter-of-credit right	3696
or secondary obligation that supports the payment or performance	3697
of an account, chattel paper, a document, a general intangible, an	3698
instrument, or investment property.	3699

(78) "Tangible chattel paper" means chattel paper evidenced	3700
by a record consisting of information that is inscribed on a	3701
tangible medium.	3702

(79) "Termination statement" means an amendment of a	3703
financing statement that:	3704

(a) Identifies, by its file number, the initial financing	3705
statement to which it relates; and	3706

(b) Indicates either that it is a termination statement or	3707
that the identified financing statement is no longer effective.	3708

(80) "Transmitting utility" means a person primarily engaged	3709
in the business of:	3710

(a) Operating a railroad, subway, street railway, or trolley	3711
bus;	3712

(b) Transmitting communications electrically,	3713
electromagnetically, or by light;	3714

(c) Transmitting goods by pipeline or sewer; or

3715

(d) Transmitting or producing and transmitting electricity,	3716
steam, gas, or water.	3717

(B) Other definitions applying to this chapter are:

3718

(1) "Applicant" has the same meaning as in section 1305.01 of	3719
the Revised Code.	3720

(2) "Beneficiary" has the same meaning as in section 1305.01	3721
of the Revised Code.	3722

(3) "Broker" has the same meaning as in section 1308.01 of	3723
the Revised Code.	3724

(4) "Certificated security" has the same meaning as in	3725
section 1308.01 of the Revised Code.	3726

(5) "Check" has the same meaning as in section 1303.03 of the	3727
Revised Code.	3728

(6) "Clearing corporation" has the same meaning as in section	3729
1308.01 of the Revised Code.	3730

(7) "Contract for sale" has the same meaning as in section	3731
1302.01 of the Revised Code.	3732

(8) "Control" with respect to a document of title, has the	3733
same meaning as in section 1307.106 of the Revised Code.	3734

(9) "Customer" has the same meaning as in section 1304.01 of	3735
the Revised Code.	3736

(9)(10) "Entitlement holder" has the same meaning as in	3737
section 1308.01 of the Revised Code.	3738

(10)(11) "Financial asset" has the same meaning as in section	3739
1308.01 of the Revised Code.	3740

(11)(12) "Holder in due course" has the same meaning as in	3741
section 1303.32 of the Revised Code.	3742

(12)(13) "Issuer," with respect to a letter of credit or	3743
letter-of-credit right, has the same meaning as in section 1305.01	3744
of the Revised Code.	3745

(13)(14) "Issuer," with respect to a security, has the same	3746
meaning as in section 1308.08 of the Revised Code.	3747

(14)(15) "Issuer," with respect to a document of title, has	3748
the same meaning as in section 1307.102 of the Revised Code.	3749

(16) "Lease," "lease agreement," "lease contract," "leasehold	3750
interest," "lessee," "lessee in ordinary course of business,"	3751
"lessor," and "lessor's residual interest" have the same meanings	3752
as in section 1310.01 of the Revised Code.	3753

(15)(17) "Letter of credit" has the same meaning as in	3754
section 1305.01 of the Revised Code.	3755

(16)(18) "Merchant" has the same meaning as in section	3756
1302.01 of the Revised Code.	3757

(17)(19) "Negotiable instrument" has the same meaning as in	3758
section 1303.03 of the Revised Code.	3759

(18)(20) "Nominated person" has the same meaning as in	3760
section 1305.01 of the Revised Code.	3761

(19)(21) "Note" has the same meaning as in section 1303.03 of	3762
the Revised Code.	3763

(20)(22) "Proceeds of a letter of credit" has the same	3764
meaning as in section 1305.13 of the Revised Code.	3765

(21)(23) "Prove" has the same meaning as in section 1303.01	3766
of the Revised Code.	3767

(22)(24) "Sale" has the same meaning as in division (A)(11)	3768
of section 1302.01 of the Revised Code.	3769

(23)(25) "Securities account" has the same meaning as in	3770
section 1308.51 of the Revised Code.	3771

(24)(26) "Securities intermediary," "security," "security	3772
certificate," "security entitlement," and "uncertificated	3773
security" have the same meanings as in section 1308.01 of the	3774
Revised Code.	3775

(C) The termsIn addition, Chapter 1301. of the Revised Code	3776
contains general definitions and principles of construction and	3777
interpretations set forth in sections 1301.01 to 1301.14 of the	3778
Revised Code are applicable tothroughout this chapter.	3779

Sec. 1309.203.  (A) A security interest attaches to	3780
collateral when it becomes enforceable against the debtor with	3781
respect to the collateral, unless an agreement expressly postpones	3782
the time of attachment.	3783

(B) Except as otherwise provided in divisions (C) to (I) of	3784
this section, a security interest is enforceable against the	3785
debtor and third parties with respect to the collateral only if:	3786

(1) Value has been given;

3787

(2) The debtor has rights in the collateral or the power to	3788
transfer rights in the collateral to a secured party; and	3789

(3) One of the following conditions is met:

3790

(a) The debtor has authenticated a security agreement that	3791
provides a description of the collateral and, if the security	3792
interest covers timber to be cut, a description of the land	3793
concerned;	3794

(b) The collateral is not a certificated security and is in	3795
the possession of the secured party under section 1309.313 of the	3796
Revised Code pursuant to the debtor's security agreement;	3797

(c) The collateral is a certificated security in registered	3798
form and the security certificate has been delivered to the	3799
secured party under section 1308.27 of the Revised Code pursuant	3800
to the debtor's security agreement; or	3801

(d) The collateral is deposit accounts, electronic chattel	3802
paper, investment property, or letter-of-credit rights, or	3803
electronic documents, and the secured party has control under	3804
section 1307.106, 1309.104, 1309.105, 1309.106, or 1309.107 of the	3805
Revised Code pursuant to the debtor's security agreement.	3806

(C) Division (B) of this section is subject to section	3807
1304.20 of the Revised Code on the security interest of a	3808
collecting bank, section 1305.18 of the Revised Code on the	3809
security interest of a letter-of-credit issuer or nominated	3810
person, section 1309.110 of the Revised Code on a security	3811
interest arising under Chapter 1302. or 1310. of the Revised Code,	3812
and section 1309.206 of the Revised Code on security interests in	3813
investment property.	3814

(D) A person becomes bound as debtor by a security agreement	3815
entered into by another person if, by operation of law other than	3816
this article or by contract:	3817

(1) The security agreement becomes effective to create a	3818
security interest in the person's property; or	3819

(2) The person becomes generally obligated for the	3820
obligations of the other person, including the obligation secured	3821
under the security agreement, and acquires or succeeds to all or	3822
substantially all of the assets of the other person.	3823

(E) If a new debtor becomes bound as debtor by a security	3824
agreement entered into by another person:	3825

(1) The agreement satisfies division (B)(3) of this section	3826
with respect to existing or after-acquired property of the new	3827
debtor to the extent the property is described in the agreement;	3828
and	3829

(2) Another agreement is not necessary to make a security	3830
interest in the property enforceable.	3831

(F) The attachment of a security interest in collateral gives	3832
the secured party the rights to proceeds provided by section	3833
1309.315 of the Revised Code and is also attachment of a security	3834
interest in a supporting obligation for the collateral.	3835

(G) The attachment of a security interest in a right to	3836
payment or performance secured by a security interest or other	3837
lien on personal or real property is also attachment of a security	3838
interest in the security interest, mortgage, or other lien.	3839

(H) The attachment of a security interest in a securities	3840
account is also attachment of a security interest in the security	3841
entitlements carried in the securities account.	3842

(I) The attachment of a security interest in a commodity	3843
account is also attachment of a security interest in the commodity	3844
contracts carried in the commodity account.	3845

Sec.  1309.207.  (A) Except as otherwise provided in division	3846
(D) of this section, a secured party shall use reasonable care in	3847
the custody and preservation of collateral in the secured party's	3848
possession. In the case of an instrument or chattel paper,	3849
reasonable care includes taking necessary steps to preserve rights	3850
against prior parties unless otherwise agreed.	3851

(B) Except as otherwise provided in division (D) of this	3852
section, if a secured party has possession of collateral:	3853

(1) Reasonable expenses, including the cost of insurance and	3854
payment of taxes or other charges, incurred in the custody,	3855
preservation, use, or operation of the collateral are chargeable	3856
to the debtor and are secured by the collateral;	3857

(2) The risk of accidental loss or damage is on the debtor to	3858
the extent of a deficiency in any effective insurance coverage;	3859

(3) The secured party shall keep the collateral identifiable	3860
but fungible collateral may be commingled; and	3861

(4) The secured party may use or operate the collateral:

3862

(a) For the purpose of preserving the collateral or its	3863
value;	3864

(b) As permitted by an order of a court having competent	3865
jurisdiction; or	3866

(c) Except in the case of consumer goods, in the manner and	3867
to the extent agreed by the debtor.	3868

(C) Except as otherwise provided in division (D) of this	3869
section, a secured party having possession of collateral or	3870
control of collateral under section 1307.106, 1309.104, 1309.105,	3871
1309.106, or 1309.107 of the Revised Code:	3872

(1) May hold as additional security any proceeds, except	3873
money or funds, received from the collateral;	3874

(2) Shall apply money or funds received from the collateral	3875
to reduce the secured obligation, unless remitted to the debtor;	3876
and	3877

(3) May create a security interest in the collateral.

3878

(D) If the secured party is a buyer of accounts, chattel	3879
paper, payment intangibles, or promissory notes or a consignor:	3880

(1) Division (A) of this section does not apply unless the	3881
secured party is entitled under an agreement:	3882

(a) To charge back uncollected collateral; or

3883

(b) Otherwise to full or limited recourse against the debtor	3884
or a secondary obligor based on the nonpayment or other default of	3885
an account debtor or other obligor on the collateral; and	3886

(2) Divisions (B) and (C) of this section do not apply.

3887

Sec. 1309.208.  (A) This section applies to cases in which	3888
there is no outstanding secured obligation and the secured party	3889
is not committed to make advances, incur obligations, or otherwise	3890
give value.	3891

(B) Within ten days after receiving an authenticated demand	3892
by the debtor:	3893

(1) A secured party having control of a deposit account under	3894
division (A)(2) of section 1309.104 of the Revised Code shall send	3895
to the bank with which the deposit account is maintained an	3896
authenticated statement that releases the bank from any further	3897
obligation to comply with instructions originated by the secured	3898
party.	3899

(2) A secured party having control of a deposit account under	3900
division (A)(3) of section 1309.104 of the Revised Code shall:	3901

(a) Pay the debtor the balance on deposit in the deposit	3902
account; or	3903

(b) Transfer the balance on deposit into a deposit account in	3904
the debtor's name.	3905

(3) A secured party, other than a buyer, having control of	3906
electronic chattel paper under section 1309.105 of the Revised	3907
Code shall:	3908

(a) Communicate the authoritative copy of the electronic	3909
chattel paper to the debtor or its designated custodian;	3910

(b) If the debtor designates a custodian that is the	3911
designated custodian with which the authoritative copy of the	3912
electronic chattel paper is maintained for the secured party,	3913
communicate to the custodian an authenticated record releasing the	3914
designated custodian from any further obligation to comply with	3915
instructions originated by the secured party and instructing the	3916
custodian to comply with instructions originated by the debtor;	3917
and	3918

(c) Take appropriate action to enable the debtor or its	3919
designated custodian to make copies of or revisions to the	3920
authoritative copy that add or change an identified assignee of	3921
the authoritative copy without the consent of the secured party.	3922

(4) A secured party having control of investment property	3923
under division (D)(2) of section 1308.24 or division (B) of	3924
section 1309.106 of the Revised Code shall send to the securities	3925
intermediary or commodity intermediary with which the security	3926
entitlement or commodity contract is maintained an authenticated	3927
record that releases the securities intermediary or commodity	3928
intermediary from any further obligation to comply with	3929
entitlement orders or directions originated by the secured party;	3930
and	3931

(5) A secured party having control of a letter-of-credit	3932
right under section 1309.107 of the Revised Code shall send to	3933
each person having an unfulfilled obligation to pay or deliver	3934
proceeds of the letter of credit to the secured party an	3935
authenticated release from any further obligation to pay or	3936
deliver proceeds of the letter of credit to the secured party.	3937

(6) A secured party having control of an electronic document	3938
shall:	3939

(a) Give control of the electronic document to the debtor or	3940
its designated custodian;	3941

(b) If the debtor designates a custodian that is the	3942
designated custodian with which the authoritative copy of the	3943
electronic document is maintained for the secured party,	3944
communicate to the custodian an authenticated record releasing the	3945
designated custodian from any further obligation to comply with	3946
instructions originated by the secured party and instructing the	3947
custodian to comply with instructions originated by the debtor;	3948
and	3949

(c) Take appropriate action to enable the debtor or its	3950
designated custodian to make copies of or revisions to the	3951
authoritative copy which add or change an identified assignee of	3952
the authoritative copy without the consent of the secured party.	3953

Sec. 1309.301.  Except as otherwise provided in sections	3954
1309.303 to 1309.306 of the Revised Code, the following rules	3955
determine the law governing perfection, the effect of perfection	3956
or nonperfection, and the priority of a security interest in	3957
collateral:	3958

(A) Except as otherwise provided in this section, while a	3959
debtor is located in a jurisdiction, the local law of that	3960
jurisdiction governs perfection, the effect of perfection or	3961
nonperfection, and the priority of a security interest in	3962
collateral.	3963

(B) While collateral is located in a jurisdiction, the local	3964
law of that jurisdiction governs perfection, the effect of	3965
perfection or nonperfection, and the priority of a possessory	3966
security interest in that collateral.	3967

(C) Except as otherwise provided in division (D) of this	3968
section, while tangible negotiable documents, goods, instruments,	3969
money, or tangible chattel paper is located in a jurisdiction, the	3970
local law of that jurisdiction governs:	3971

(1) Perfection of a security interest in the goods by filing	3972
a fixture filing;	3973

(2) Perfection of a security interest in timber to be cut;	3974
and	3975

(3) The effect of perfection or nonperfection and the	3976
priority of a nonpossessory security interest in the collateral.	3977

(D) The local law of the jurisdiction in which the wellhead	3978
or minehead is located governs perfection, the effect of	3979
perfection or nonperfection, and the priority of a security	3980
interest in as-extracted collateral.	3981

Sec. 1309.310.  (A) Except as otherwise provided in division	3982
(B) of this section and division (B) of section 1309.312 of the	3983
Revised Code, a financing statement must be filed to perfect all	3984
security interests and agricultural liens.	3985

(B) The filing of a financing statement is not necessary to	3986
perfect a security interest:	3987

(1) That is perfected under division (D), (E), (F), or (G) of	3988
section 1309.308 of the Revised Code;	3989

(2) That is perfected under section 1309.309 of the Revised	3990
Code when it attaches;	3991

(3) In property subject to a statute, regulation, or treaty	3992
described in division (A) of section 1309.311 of the Revised Code;	3993

(4) In goods in possession of a bailee which is perfected	3994
under division (D)(1) or (2) of section 1309.312 of the Revised	3995
Code;	3996

(5) In certificated securities, documents, goods, or	3997
instruments which is perfected without filing, control, or	3998
possession under division (E), (F), or (G) of section 1309.312 of	3999
the Revised Code;	4000

(6) In collateral in the secured party's possession under	4001
section 1309.313 of the Revised Code;	4002

(7) In a certificated security perfected by delivery of the	4003
security certificate to the secured party under section 1309.313	4004
of the Revised Code;	4005

(8) In deposit accounts, electronic chattel paper, electronic	4006
documents, investment property, or letter-of-credit rights	4007
perfected by control under section 1309.314 of the Revised Code;	4008

(9) In proceeds which is perfected under section 1309.315 of	4009
the Revised Code; or	4010

(10) That is perfected under section 1309.316 of the Revised	4011
Code.	4012

(C) If a secured party assigns a perfected security interest	4013
or agricultural lien, a filing under this chapter is not required	4014
to continue the perfected status of the security interest against	4015
creditors of and transferees from the original debtor.	4016

Sec.  1309.312.  (A) A security interest in chattel paper,	4017
negotiable documents, instruments, or investment property may be	4018
perfected by filing.	4019

(B) Except as otherwise provided in divisions (C) and (D) of	4020
section 1309.315 of the Revised Code for proceeds:	4021

(1) A security interest in a deposit account may be perfected	4022
only by control under section 1309.314 of the Revised Code;	4023

(2) And except as otherwise provided in division (D) of	4024
section 1309.308 of the Revised Code, a security interest in a	4025
letter-of-credit right may be perfected only by control under	4026
section 1309.314 of the Revised Code; and	4027

(3) A security interest in money may be perfected only by the	4028
secured party's taking possession under section 1309.313 of the	4029
Revised Code.	4030

(C) While goods are in the possession of a bailee that has	4031
issued a negotiable document covering the goods:	4032

(1) A security interest in the goods may be perfected by	4033
perfecting a security interest in the document; and	4034

(2) A security interest perfected in the document has	4035
priority over any security interest that becomes perfected in the	4036
goods by another method during that time.	4037

(D) While goods are in the possession of a bailee that has	4038
issued a non-negotiable document covering the goods, a security	4039
interest in the goods may be perfected by:	4040

(1) Issuance of a document in the name of the secured party;

4041

(2) The bailee's receipt of notification of the secured	4042
party's interest; or	4043

(3) Filing as to the goods.

4044

(E) A security interest in certificated securities, or	4045
negotiable documents, or instruments is perfected without filing	4046
or the taking of possession or control for a period of twenty days	4047
from the time it attaches to the extent that it arises for new	4048
value given under an authenticated security agreement.	4049

(F) A perfected security interest in a negotiable document or	4050
goods in possession of a bailee, other than one that has issued a	4051
negotiable document for the goods, remains perfected for a period	4052
of twenty days without filing if the secured party makes available	4053
to the debtor the goods or documents representing the goods for	4054
the purpose of:	4055

(1) Ultimate sale or exchange; or

4056

(2) Loading, unloading, storing, shipping, trans-shipping,	4057
manufacturing, processing, or otherwise dealing with them in a	4058
manner preliminary to their sale or exchange.	4059

(G) A perfected security interest in an instrument or	4060
certificated security remains perfected for twenty days without	4061
filing if the secured party delivers the security certificate or	4062
instrument to the debtor for the purpose of:	4063

(1) Ultimate sale or exchange; or

4064

(2) Presentation, collection, enforcement, renewal, or	4065
registration of transfer.	4066

(H) After the twenty-day period specified in divisions (E),	4067
(F), or (G) of this section expires, perfection depends upon	4068
compliance with this chapter.	4069

Sec. 1309.313.  (A) Except as otherwise provided in division	4070
(B) of this section, a secured party may perfect a security	4071
interest in tangible negotiable documents, goods, instruments,	4072
money, or tangible chattel paper by taking possession of the	4073
collateral. A secured party may perfect a security interest in	4074
certificated securities by taking delivery of the certificated	4075
securities under section 1308.27 of the Revised Code.	4076

(B) With respect to goods covered by a certificate of title	4077
issued by this state, a secured party may perfect a security	4078
interest in the goods by taking possession of the goods only in	4079
the circumstances described in division (D) of section 1309.316 of	4080
the Revised Code.	4081

(C) With respect to collateral other than certificated	4082
securities and goods covered by a document, a secured party takes	4083
possession of collateral in the possession of a person other than	4084
the debtor, the secured party, or a lessee of the collateral from	4085
the debtor in the ordinary course of the debtor's business, when:	4086

(1) The person in possession authenticates a record	4087
acknowledging that the person holds possession of the collateral	4088
for the secured party's benefit; or	4089

(2) The person takes possession of the collateral after	4090
having authenticated a record acknowledging that the person will	4091
hold possession of collateral for the secured party's benefit.	4092

(D) If perfection of a security interest depends upon	4093
possession of the collateral by a secured party, perfection occurs	4094
no earlier than the time the secured party takes possession and	4095
continues only while the secured party retains possession.	4096

(E) A security interest in a certificated security in	4097
registered form is perfected by delivery when delivery of the	4098
certificated security occurs under section 1308.27 of the Revised	4099
Code and remains perfected by delivery until the debtor obtains	4100
possession of the security certificate.	4101

(F) A person in possession of collateral is not required to	4102
acknowledge that the person holds possession for a secured party's	4103
benefit.	4104

(G) If a person acknowledges that the person holds possession	4105
for the secured party's benefit:	4106

(1) The acknowledgment is effective under division (C) of	4107
this section or division (A) of section 1308.27 of the Revised	4108
Code, even if the acknowledgment violates the rights of a debtor;	4109
and	4110

(2) Unless the person otherwise agrees or law other than this	4111
chapter otherwise provides, the person does not owe any duty to	4112
the secured party and is not required to confirm the	4113
acknowledgment to another person.	4114

(H) A secured party having possession of collateral does not	4115
relinquish possession by delivering the collateral to a person	4116
other than the debtor or a lessee of the collateral from the	4117
debtor in the ordinary course of the debtor's business if the	4118
person was instructed before the delivery or is instructed	4119
contemporaneously with the delivery:	4120

(1) To hold possession of the collateral for the secured	4121
party's benefit; or	4122

(2) To redeliver the collateral to the secured party.

4123

(I) A secured party does not relinquish possession, even if a	4124
delivery under division (H) of this section violates the rights of	4125
a debtor. A person to whom collateral is delivered under division	4126
(H) of this section does not owe any duty to the secured party and	4127
is not required to confirm the delivery to another person unless	4128
the person otherwise agrees or law other than this chapter	4129
otherwise provides.	4130

Sec. 1309.314.  (A) A security interest in investment	4131
property, deposit accounts, letter-of-credit rights, or electronic	4132
chattel paper, or electronic documents may be perfected by control	4133
of the collateral under section 1307.106, 1309.104, 1309.105,	4134
1309.106, or 1309.107 of the Revised Code.	4135

(B) A security interest in deposit accounts, electronic	4136
chattel paper, or letter-of-credit rights, or electronic documents	4137
is perfected by control under section 1307.106, 1309.104,	4138
1309.105, or 1309.107 of the Revised Code when the secured party	4139
obtains control and remains perfected by control only while the	4140
secured party retains control.	4141

(C) A security interest in investment property is perfected	4142
by control under Sectionsection 1309.106 of the Revised Code from	4143
the time the secured party obtains control and remains perfected	4144
by control until:	4145

(1) The secured party does not have control; and

4146

(2) One of the following occurs:

4147

(a) If the collateral is a certificated security, the debtor	4148
has or acquires possession of the security certificate;	4149

(b) If the collateral is an uncertificated security, the	4150
issuer has registered or registers the debtor as the registered	4151
owner; or	4152

(c) If the collateral is a security entitlement, the debtor	4153
is or becomes the entitlement holder.	4154

Sec.  1309.317.  (A) A security interest or agricultural lien	4155
is subordinate to the rights of:	4156

(1) A person entitled to priority under section 1309.322 of	4157
the Revised Code; and	4158

(2) Except as otherwise provided in division (E) of this	4159
section, a person who becomes a lien creditor before the earlier	4160
of the time:	4161

(a) The security interest or agricultural lien is perfected;	4162
or	4163

(b) One of the conditions specified in division (B)(3) of	4164
section 1309.203 of the Revised Code is met and a financing	4165
statement covering the collateral is filed.	4166

(B) Except as otherwise provided in division (E) of this	4167
section, a buyer, other than a secured party, of tangible chattel	4168
paper, tangible documents, goods, instruments, or a security	4169
certificate takes free of a security interest or agricultural lien	4170
if the buyer gives value and receives delivery of the collateral	4171
without knowledge of the security interest or agricultural lien	4172
and before it is perfected.	4173

(C) Except as otherwise provided in division (E) of this	4174
section, a lessee of goods takes free of a security interest or	4175
agricultural lien if the lessee gives value and receives delivery	4176
of the collateral without knowledge of the security interest or	4177
agricultural lien and before it is perfected.	4178

(D) A licensee of a general intangible or a buyer, other than	4179
a secured party, of accounts, electronic chattel paper, electronic	4180
documents, general intangibles, or investment property other than	4181
a certificated security takes free of a security interest if the	4182
licensee or buyer gives value without knowledge of the security	4183
interest and before it is perfected.	4184

(E) Except as otherwise provided in sections 1309.320 and	4185
1309.321 of the Revised Code, if a person files a financing	4186
statement with respect to a purchase money security interest	4187
before or within twenty days after the debtor receives delivery of	4188
the collateral, the security interest takes priority over the	4189
rights of a buyer, lessee, or lien creditor that arise between the	4190
time the security interest attaches and the time of filing.	4191

Sec.  1309.331.  (A) This chapter does not limit the rights of	4192
a holder in due course of a negotiable instrument, as defined in	4193
section 1303.32 of the Revised Code, or a holder to whom a	4194
negotiable document of title has been duly negotiated under	4195
section 1307.291307.501 of the Revised Code, or a protected	4196
purchaser of a security under section 1308.17 of the Revised Code.	4197
These holders or purchasers take priority over an earlier security	4198
interest, even though perfected, to the extent provided in	4199
Chapters 1303., 1307., and 1308. of the Revised Code.	4200

(B) This chapter does not limit the rights of or impose	4201
liability on a person to the extent that the person is protected	4202
against the assertion of a claim under Chapter 1308. of the	4203
Revised Code.	4204

(C) Filing under this chapter does not constitute notice of a	4205
claim or defense to the holders, purchasers, or persons described	4206
in divisions (A) and (B) of this section.	4207

Sec. 1309.338.  If a security interest or agricultural lien	4208
is perfected by a filed financing statement providing information	4209
described in division (B)(5) of section 1309.516 of the Revised	4210
Code that is incorrect at the time the financing statement is	4211
filed:	4212

(A) The security interest or agricultural lien is subordinate	4213
to a conflicting perfected security interest in the collateral to	4214
the extent that the holder of the conflicting security interest	4215
gives value in reasonable reliance upon the incorrect information;	4216
and	4217

(B) A purchaser, other than a secured party, of the	4218
collateral takes free of the security interest or agricultural	4219
lien to the extent that, in reasonable reliance upon the incorrect	4220
information, the purchaser gives value and, in the case of	4221
tangible chattel paper, tangible documents, goods, instruments, or	4222
a security certificate, receives delivery of the collateral.	4223

Sec. 1309.601.  (A) After default, a secured party has the	4224
rights provided in sections 1309.601 to 1309.628 of the Revised	4225
Code and, except as otherwise provided in section 1309.602 of the	4226
Revised Code, those provided by agreement of the parties. A	4227
secured party:	4228

(1) May reduce a claim to judgment, foreclose, or otherwise	4229
enforce the claim, security interest, or agricultural lien by any	4230
available judicial procedure; and	4231

(2) If the collateral is documents, proceed either as to the	4232
documents or as to the goods they cover.	4233

(B) A secured party in possession of collateral or control of	4234
collateral under section 1307.106, 1309.104, 1309.105, 1309.106,	4235
or 1309.107 of the Revised Code has the rights and duties provided	4236
in section 1309.207 of the Revised Code.	4237

(C) The rights under divisions (A) and (B) of this section	4238
are cumulative and may be exercised simultaneously.	4239

(D) Except as otherwise provided in division (G) of this	4240
section and section 1309.605 of the Revised Code, after default, a	4241
debtor and an obligor have the rights provided in sections	4242
1309.601 to 1309.628 of the Revised Code and by agreement of the	4243
parties.	4244

(E) If a secured party has reduced its claim to judgment, the	4245
lien of any levy that may be made upon the collateral by virtue of	4246
an execution based upon the judgment relates back to the earliest	4247
of:	4248

(1) The date of perfection of the security interest or	4249
agricultural lien in the collateral;	4250

(2) The date of filing a financing statement covering the	4251
collateral; or	4252

(3) Any date specified in a statute under which the	4253
agricultural lien was created.	4254

(F) A sale pursuant to an execution is a foreclosure of the	4255
security interest or agricultural lien by judicial procedure	4256
within the meaning of this section. A secured party may purchase	4257
at the sale and after the sale may hold the collateral free of any	4258
other requirements of this chapter.	4259

(G) Except as provided in division (C) of section 1309.607 of	4260
the Revised Code, sections 1309.601 to 1309.628 of the Revised	4261
Code do not impose any duties upon a secured party who is a	4262
consignor or a buyer of accounts, chattel paper, payment	4263
intangibles, or promissory notes.	4264

Sec. 1310.01.  (A) As used in sections 1310.01 to 1310.78 of	4265
the Revised Code, unless the context otherwise requires:	4266

(1) "Buyer in ordinary course of business" means a person who	4267
in good faith and without knowledge that the sale to the person is	4268
in violation of the ownership rights or security interest or	4269
leasehold interest of a third party in the goods buys in ordinary	4270
course from a person in the business of selling goods of that	4271
kind. "Buyer in ordinary course of business" does not include a	4272
pawnbroker. "Buying" may be for cash, by exchange of other	4273
property, or on secured or unsecured credit and includes receiving	4274
acquiring goods or documents of title under a preexisting contract	4275
for sale. "Buying" does not include a transfer in bulk or as	4276
security for or in total or partial satisfaction of a money debt.	4277

(2) "Cancellation" occurs when either party puts an end to	4278
the lease contract for default by the other party.	4279

(3) "Commercial unit" means a unit of goods that by	4280
commercial usage is a single whole for purposes of lease and	4281
division of which materially impairs its character or value on the	4282
market or in use. A "commercial unit" may be a single article,	4283
including a machine; a set of articles, including a suite of	4284
furniture or a line of machinery; a quantity, including a gross or	4285
carload; or any other unit treated in use or in the relevant	4286
market as a single whole.	4287

(4) "Conforming" goods or performance under a lease contract	4288
means goods or performance that are in accordance with the	4289
obligations under the lease contract.	4290

(5) "Consumer lease" means a lease that a lessor regularly	4291
engaged in the business of leasing or selling makes to a lessee	4292
who is an individual and who takes under the lease primarily for a	4293
personal, family, or household purpose.	4294

(6) "Fault" means wrongful act, omission, breach, or default.

4295

(7) "Finance lease" means a lease with respect to which all	4296
of the following apply:	4297

(a) The lessor does not select, manufacture, or supply the	4298
goods;	4299

(b) The lessor acquires the goods or the right to possession	4300
and use of the goods in connection with the lease;	4301

(c) One of the following occurs:

4302

(i) The lessee receives a copy of the contract by which the	4303
lessor acquired the goods or the right to possession and use of	4304
the goods before signing the lease contract;	4305

(ii) The lessee's approval of the contract by which the	4306
lessor acquired the goods or the right to possession and use of	4307
the goods is a condition to effectiveness of the lease contract;	4308

(iii) Before signing the lease contract, the lessee receives	4309
an accurate and complete statement designating the promises and	4310
warranties, disclaimers of warranties, limitations or	4311
modifications of remedies, or liquidated damages of the	4312
manufacturer of the goods and of any other third party that were	4313
provided to the lessor by the person supplying the goods in	4314
connection with or as part of the contract by which the lessor	4315
acquired the goods or the right to possession and use of the	4316
goods;	4317

(iv) If the lease is not a consumer lease, before the lessee	4318
signs the lease contract, the lessor informs the lessee in writing	4319
of the identity of the person supplying the goods to the lessor,	4320
unless the lessee has selected that person and directed the lessor	4321
to acquire the goods or the right to possession and use of the	4322
goods from that person; that the lessee is entitled under sections	4323
1310.01 to 1310.78 of the Revised Code to the promises and	4324
warranties, including those of any third party, provided to the	4325
lessor by the person supplying the goods in connection with or as	4326
part of the contract by which the lessor acquired the goods or the	4327
right to possession and use of the goods; and that the lessee may	4328
communicate with the person supplying the goods to the lessor and	4329
receive an accurate and complete statement of those promises and	4330
warranties, including any disclaimers and limitations of them or	4331
of remedies.	4332

(8) "Goods" means all things that are movable at the time of	4333
identification to the lease contract or that are fixtures, as	4334
defined in section 1310.37 of the Revised Code. "Goods" does not	4335
include money, documents, instruments, accounts, chattel paper,	4336
general intangibles, or minerals or the like, including oil and	4337
gas, before extraction. "Goods" includes the unborn young of	4338
animals.	4339

(9) "Installment lease contract" means a lease contract that	4340
authorizes or requires the delivery of goods in separate lots to	4341
be separately accepted, even though the lease contract contains a	4342
clause "each delivery is a separate lease" or its equivalent.	4343

(10) "Lease" means a transfer of the right to possession and	4344
use of goods for a term in return for consideration. A sale,	4345
including a sale on approval or a sale or return, or retention or	4346
creation of a security interest, is not a lease. Unless the	4347
context clearly indicates otherwise, "lease" includes a sublease.	4348

(11) "Lease agreement" means the bargain, with respect to the	4349
lease, of the lessor and the lessee in fact as found in their	4350
language or by implication from other circumstances, including	4351
course of dealing, usage of trade, or course of performance as	4352
provided in sections 1310.01 to 1310.78 of the Revised Code.	4353
Unless the context clearly indicates otherwise, "lease agreement"	4354
includes a sublease agreement.	4355

(12) "Lease contract" means the total legal obligation that	4356
results from the lease agreement as affected by sections 1310.01	4357
to 1310.78 of the Revised Code and any other applicable rules of	4358
law. Unless the context clearly indicates otherwise, "lease	4359
contract" includes a sublease contract.	4360

(13) "Leasehold interest" means the interest of the lessor or	4361
the lessee under a lease contract.	4362

(14) "Lessee" means a person who acquires the right to	4363
possession and use of goods under a lease. Unless the context	4364
clearly indicates otherwise, "lessee" includes a sublessee.	4365

(15) "Lessee in ordinary course of business" means a person	4366
who in good faith and without knowledge that the lease to the	4367
person is in violation of the ownership rights or security	4368
interest or leasehold interest of a third party in the goods	4369
leases in ordinary course from a person in the business of selling	4370
or leasing goods of that kind. "Lessee in ordinary course of	4371
business" does not include a pawnbroker. "Leasing" may be for	4372
cash, by exchange of other property, or on secured or unsecured	4373
credit and includes receivingacquiring goods or documents of	4374
title under a preexisting lease contract. "Leasing" does not	4375
include a transfer in bulk or as security for or in total or	4376
partial satisfaction of a money debt.	4377

(16) "Lessor" means a person who transfers the right to	4378
possession and use of goods under a lease. Unless the context	4379
clearly indicates otherwise, "lessor" includes a sublessor.	4380

(17) "Lessor's residual interest" means the lessor's interest	4381
in the goods after expiration, termination, or cancellation of the	4382
lease contract.	4383

(18) "Lien" means a charge against or interest in goods to	4384
secure payment of a debt or performance of an obligation but does	4385
not include a security interest.	4386

(19) "Lot" means a parcel or a single article that is the	4387
subject matter of a separate lease or delivery, whether or not it	4388
is sufficient to perform the lease contract.	4389

(20) "Merchant lessee" means a lessee that is a merchant with	4390
respect to goods of the kind subject to the lease.	4391

(21) "Present value" means the amount as of a date certain of	4392
one or more sums payable in the future, discounted to the date	4393
certain. The discount is determined by the interest rate specified	4394
by the parties if the rate was not manifestly unreasonable at the	4395
time the parties entered into the transaction. The discount	4396
otherwise is determined by a commercially reasonable rate that	4397
takes into account the facts and circumstances of each case at the	4398
time the parties entered into the transaction.	4399

(22) "Purchase" includes taking by sale, lease, mortgage,	4400
security interest, pledge, gift, or any other voluntary	4401
transaction creating an interest in goods.	4402

(23) "Sublease" means a lease of goods the right to	4403
possession and use of which was acquired by the lessor as a lessee	4404
under an existing lease.	4405

(24) "Supplier" means a person from whom a lessor buys or	4406
leases goods to be leased under a finance lease.	4407

(25) "Supply contract" means a contract under which a lessor	4408
buys or leases goods to be leased.	4409

(26) "Termination" occurs when either party pursuant to a	4410
power created by agreement or law puts an end to the lease	4411
contract otherwise than for default.	4412

(B) The following definitions also apply to sections 1310.01	4413
to 1310.78 of the Revised Code:	4414

(1) "Accessions," as defined in section 1310.38 of the	4415
Revised Code;	4416

(2) "Construction mortgage," "encumbrance," "fixtures,"	4417
"fixture filing," and "purchase money lease" as defined in section	4418
1310.37 of the Revised Code.	4419

(C) As used in sections 1310.01 to 1310.78 of the Revised	4420
Code:	4421

(1) "Account," "chattel paper," "document," "general	4422
intangible," "instrument," "mortgage," and "pursuant to	4423
commitment" have the same meanings as in section 1309.102 of the	4424
Revised Code.	4425

(2) "Between merchants," "buyer," "good faith," "merchant,"	4426
"receipt," "sale," and "seller" have the same meanings as in	4427
section 1302.01 of the Revised Code.	4428

(3) "Consumer goods" has the same meaning as in section	4429
1309.07 of the Revised Code.	4430

(4) "Entrusting" has the same meaning as in section 1302.44	4431
of the Revised Code.	4432

(5) "Good faith" has the same meaning as in section 1301.201	4433
of the Revised Code.	4434

(6) "Sale on approval" and "sale or return" have the same	4435
meanings as in section 1302.39 of the Revised Code.	4436

(D) The termsIn addition, Chapter 1301. of the Revised Code	4437
contains general definitions and principles of construction and	4438
interpretation set forth in sections 1301.01 to 1301.14 of the	4439
Revised Code are applicable to sections 1310.01 to 1310.78 of the	4440
Revised Codethroughout this chapter.	4441

Sec. 1310.47.  (A) Whether the lessor or the lessee is in	4442
default under a lease contract is determined by the lease	4443
agreement and sections 1310.01 to 1310.78 of the Revised Code.	4444

(B) If the lessor or the lessee is in default under the lease	4445
contract, the party seeking enforcement has rights and remedies as	4446
provided in sections 1310.01 to 1310.78 of the Revised Code and,	4447
except as limited by those sections, as provided in the lease	4448
agreement.	4449

(C) If the lessor or the lessee is in default under the lease	4450
contract, the party seeking enforcement may reduce the party's	4451
claim to judgment or otherwise enforce the lease contract by	4452
self-help or any available judicial procedure or nonjudicial	4453
procedure, including an administrative proceeding, arbitration, or	4454
the like, in accordance with sections 1310.01 to 1310.78 of the	4455
Revised Code.	4456

(D) Except as otherwise provided in division (A) of section	4457
1301.061301.305 or sections 1310.01 to 1310.78 of the Revised	4458
Code or the lease agreement, the rights and remedies referred to	4459
in divisions (B) and (C) of this section are cumulative.	4460

(E) If the lease agreement covers both real property and	4461
goods, the party seeking enforcement may proceed under sections	4462
1310.47 to 1310.78 of the Revised Code as to the goods or under	4463
other applicable law as to both the real property and the goods in	4464
accordance with that party's rights and remedies in respect of the	4465
real property, in which case sections 1310.47 to 1310.78 of the	4466
Revised Code does not apply.	4467

Sec. 1310.60.  (A) In rejecting goods, a lessee's failure to	4468
state a particular defect that is ascertainable by reasonable	4469
inspection precludes the lessee from relying on the defect to	4470
justify rejection or to establish default if either of the	4471
following applies:	4472

(1) The lessor or supplier could have cured the defect as	4473
provided in section 1310.59 of the Revised Code if the defect had	4474
been stated seasonably;	4475

(2) Between merchants, the lessor or supplier, after the	4476
rejection of the goods, made a request in writing for a full and	4477
final written statement of all defects on which the lessee	4478
proposes to rely.	4479

(B) A lessee's failure to reserve rights when paying rent or	4480
other consideration against documents precludes recovery of the	4481
payment for defects apparent on the face ofin the documents.	4482

Sec. 1310.64.  (A) After a default of the type described in	4483
division (A) of section 1310.54 of the Revised Code by a lessor	4484
under a lease contract, the lessee may cover by making any	4485
purchase or lease of or contract to purchase or lease goods in	4486
substitution for those due from the lessor.	4487

(B) Except as otherwise provided in section 1310.50 of the	4488
Revised Code with respect to damages liquidated in the lease	4489
agreement or otherwise determined pursuant to agreement of the	4490
parties as provided in division (C) of section 1301.021301.302	4491
and in section 1310.49 of the Revised Code, if a lessee's cover is	4492
by a lease agreement substantially similar to the original lease	4493
agreement and the new lease agreement is made in good faith and in	4494
a commercially reasonable manner, the lessee may recover from the	4495
lessor as damages both of the following:	4496

(1) The present value, as of the date of the commencement of	4497
the term of the new lease agreement, of the rent under the new	4498
lease agreement applicable to that period of the new lease term	4499
that is comparable to the then remaining term of the original	4500
lease agreement minus the present value, as of the same date, of	4501
the total rent for the then remaining lease term of the original	4502
lease agreement;	4503

(2) Any incidental or consequential damages, less expenses	4504
saved in consequence of the lessor's default.	4505

(C) If a lessee's cover is by a lease agreement that for any	4506
reason does not qualify for treatment under division (B) of this	4507
section or is by purchase or otherwise, the lessee may recover	4508
from the lessor as if the lessee had elected not to cover and	4509
section 1310.65 of the Revised Code governs.	4510

Sec. 1310.65.  (A) Except as otherwise provided in section	4511
1310.50 of the Revised Code with respect to damages liquidated in	4512
the lease agreement or as otherwise determined pursuant to the	4513
agreement of the parties as provided in division (C) of section	4514
1301.021301.302 and section 1310.49 of the Revised Code, if a	4515
lessee elects not to cover or a lessee elects to cover and the	4516
cover is by lease agreement that for any reason does not qualify	4517
for treatment under division (B) of section 1310.64 of the Revised	4518
Code or is by purchase or otherwise, the measure of damages for	4519
nondelivery or repudiation by the lessor or for rejection or	4520
revocation of acceptance by the lessee is the present value, as of	4521
the date of the default, of the then market rent minus the present	4522
value, as of the same date, of the original rent, computed for the	4523
remaining lease term of the original lease agreement, together	4524
with incidental and consequential damages, less expenses saved in	4525
consequence of the lessor's default.	4526

(B) Market rent is to be determined as of the place for	4527
tender or, in cases of rejection after arrival or revocation of	4528
acceptance, as of the place of arrival.	4529

(C) Except as otherwise agreed, if the lessee has accepted	4530
goods and given notification as provided in division (C) of	4531
section 1310.62 of the Revised Code, the measure of damages for	4532
nonconforming tender or delivery or other default by a lessor is	4533
the loss resulting in the ordinary course of events from the	4534
lessor's default as determined in any manner that is reasonable,	4535
together with incidental and consequential damages, less expenses	4536
saved in consequence of the lessor's default.	4537

(D) Except as otherwise agreed, the measure of damages for	4538
breach of warranty is the present value, at the time and place of	4539
acceptance, of the difference between the value of the use of the	4540
goods accepted and that value if they had been as warranted for	4541
the lease term, unless special circumstances show proximate	4542
damages of a different amount, together with incidental and	4543
consequential damages, less expenses saved in consequence of the	4544
lessor's default or breach of warranty.	4545

Sec. 1310.72.  (A) A lessor may stop delivery of goods in the	4546
possession of a carrier or other bailee if the lessor discovers	4547
the lessee to be insolvent and may stop delivery of carload,	4548
truckload, planeload, or larger shipments of express or freight if	4549
the lessee repudiates or fails to make a payment due before	4550
delivery, whether for rent, security, or otherwise under the lease	4551
contract, or for any other reason the lessor has a right to	4552
withhold or take possession of the goods.	4553

(B) In pursuing its remedies under division (A) of this	4554
section, the lessor may stop delivery until one of the following	4555
occurs:	4556

(1) Receipt of the goods by the lessee;

4557

(2) Acknowledgment to the lessee by any bailee of the goods,	4558
except a carrier, that the bailee holds the goods for the lessee;	4559

(3) Such an acknowledgment to the lessee by a carrier via	4560
reshipment or as warehousemanwarehouse.	4561

(C)(1) To stop delivery, a lessor shall so notify as to	4562
enable the bailee by reasonable diligence to prevent delivery of	4563
the goods.	4564

(2) After notification, the bailee shall hold and deliver the	4565
goods according to the directions of the lessor, but the lessor is	4566
liable to the bailee for any ensuing charges or damages.	4567

(3) A carrier who has issued a nonnegotiable bill of lading	4568
is not obliged to obey a notification to stop that is received	4569
from a person other than the consignor.	4570

Sec. 1310.73.  (A) After a default of the type described in	4571
division (A) or (C)(1) of section 1310.69 of the Revised Code by a	4572
lessee under the lease contract, after the lessor refuses to	4573
deliver or takes possession of goods as provided in section	4574
1310.71 or 1310.72 of the Revised Code, or, if agreed, after other	4575
default by a lessee, the lessor may dispose of the goods concerned	4576
or the undelivered balance of the goods concerned by lease, sale,	4577
or otherwise.	4578

(B) Except as otherwise provided with respect to damages	4579
liquidated in the lease agreement pursuant to section 1310.50 of	4580
the Revised Code or otherwise determined pursuant to agreement of	4581
the parties as provided in division (C) of section 1301.02	4582
1301.302 and section 1310.49 of the Revised Code, if the	4583
disposition is by lease agreement substantially similar to the	4584
original lease agreement and the new lease agreement is made in	4585
good faith and in a commercially reasonable manner, the lessor may	4586
recover from the lessee as damages all of the following:	4587

(1) Accrued and unpaid rent as of the date of the	4588
commencement of the term of the new lease agreement;	4589

(2) The present value, as of the same date, of the total rent	4590
for the then remaining lease term of the original lease agreement	4591
minus the present value, as of the same date, of the rent under	4592
the new lease agreement applicable to that period of the new lease	4593
term that is comparable to the then remaining term of the original	4594
lease agreement;	4595

(3) Any incidental damages allowed under section 1310.76 of	4596
the Revised Code, less expenses saved in consequence of the	4597
lessee's default.	4598

(C) If the lessor's disposition of the goods is by a lease	4599
agreement that for any reason does not qualify for treatment under	4600
division (B) of this section, or is by sale or otherwise, the	4601
lessor may recover from the lessee as if the lessor had elected	4602
not to dispose of the goods, and section 1310.74 of the Revised	4603
Code governs.	4604

(D) A subsequent buyer or lessee who buys or leases from the	4605
lessor in good faith for value as a result of a disposition of	4606
goods under this section takes the goods free of the original	4607
lease contract and any rights of the original lessee even though	4608
the lessor fails to comply with one or more of the requirements of	4609
sections 1310.01 to 1310.78 of the Revised Code.	4610

(E) The lessor is not accountable to the lessee for any	4611
profit made on any disposition. A lessee who has rightfully	4612
rejected or justifiably revoked acceptance and has proceeded in	4613
accordance with division (E) of section 1310.54 of the Revised	4614
Code shall account to the lessor for any excess over the amount of	4615
the lessee's security interest.	4616

Sec. 1310.74.  (A) Except as otherwise provided with respect	4617
to damages liquidated in the lease agreement pursuant to section	4618
1310.50 of the Revised Code or otherwise determined pursuant to	4619
the agreement of the parties as provided in division (C) of	4620
section 1301.021301.302 and section 1310.49 of the Revised Code,	4621
if a lessor elects to retain the goods or a lessor elects to	4622
dispose of the goods and the disposition is by lease agreement	4623
that for any reason does not qualify for treatment under division	4624
(B) of section 1310.73 of the Revised Code or is by sale or	4625
otherwise, the lessor may recover from the lessee as damages for a	4626
default of the type described in division (A) or (C)(1) of section	4627
1310.69 of the Revised Code or, if agreed, for other default of	4628
the lessee all of the following:	4629

(1) Accrued and unpaid rent as of the date of default, if the	4630
lessee has never taken possession of the goods or, if the lessee	4631
has taken possession of the goods, as of the date the lessor	4632
repossesses the goods or an earlier date on which the lessee makes	4633
a tender of the goods to the lessor;	4634

(2) The present value as of the date determined under	4635
division (A)(1) of this section of the total rent for the then	4636
remaining lease term of the original lease agreement minus the	4637
present value as of the same date of the market rent at the place	4638
where the goods are located computed for the same lease term;	4639

(3) Any incidental damages allowed under section 1310.76 of	4640
the Revised Code, less expenses saved in consequence of the	4641
lessee's default.	4642

(B) If the measure of damages provided in division (A) of	4643
this section is inadequate to put a lessor in as good a position	4644
as performance would have, the measure of damages is the present	4645
value of the profit, including reasonable overhead, the lessor	4646
would have made from full performance by the lessee, together with	4647
any incidental damages allowed under section 1310.76 of the	4648
Revised Code, due allowance for costs reasonably incurred, and due	4649
credit for payments or proceeds of disposition.	4650

Sec. 1311.57.  (A) An agricultural producer or handler who	4651
perfects hisa lien within sixty days after the date of delivery,	4652
or first delivery if there was a series of deliveries under the	4653
contract, of the agricultural product has priority over all liens,	4654
claims, or encumbrances except wage and salary claims of workers	4655
who have no ownership interest in the business of the agricultural	4656
product handler, warehouseman'swarehouse's liens as provided in	4657
section 1307.141307.209 of the Revised Code, and amounts owed by	4658
the lienholder to the handler that are subject to setoff, and	4659
except that secured creditors who have security interests under	4660
Chapter 1309. of the Revised Code have priority over liens	4661
perfected by agricultural handlers pursuant to section 1311.56 of	4662
the Revised Code. If several liens are obtained by several persons	4663
on the same agricultural product, the person who perfects hissuch	4664
a lien first has priority over all other agricultural product	4665
lienholders.	4666

A producer or handler who does not perfect hissuch a lien	4667
within the time period defined in this division has the status of	4668
an unsecured general creditor.	4669

(B) The agricultural product lien remains in effect for two	4670
years after an affidavit is recorded in the office of the county	4671
recorder under section 1311.56 of the Revised Code, and within	4672
that time, until one of the following occurs:	4673

(1) The lienholder or histhe lienholder's secured creditor	4674
receives full payment from the agricultural product handler;	4675

(2) At the option of the lienholder or histhe lienholder's	4676
secured creditor, less than full payment is received pursuant to a	4677
written agreement with the handler;	4678

(3) A final judgment is entered by a court having	4679
jurisdiction in an action adjudicating the status of the	4680
agricultural product lien.	4681

(C) Notwithstanding division (B) of this section, an	4682
agricultural product lien shall remain in effect throughout any	4683
insolvency proceedings involving the agricultural product handler	4684
named in the affidavit.	4685

(D) After the amount of histhe lienholder's lien has been	4686
satisfied, a lienholder shall cause the lien to be released within	4687
thirty days.	4688

Sec. 1301.21.        Sec. 1319.02.  (A) As used in this section:

4689

(1) "Contract of indebtedness" means a note, bond, mortgage,	4690
conditional sale contract, retail installment contract, lease,	4691
security agreement, or other written evidence of indebtedness,	4692
other than indebtedness incurred for purposes that are primarily	4693
personal, family, or household.	4694

(2) "Commitment to pay attorneys' fees" means an obligation	4695
to pay attorneys' fees that arises in connection with the	4696
enforcement of a contract of indebtedness.	4697

(3) "Maturity of the debt" includes maturity upon default or	4698
otherwise.	4699

(B) If a contract of indebtedness includes a commitment to	4700
pay attorneys' fees, and if the contract is enforced through	4701
judicial proceedings or otherwise after maturity of the debt, a	4702
person that has the right to recover attorneys' fees under the	4703
commitment, at the option of that person, may recover attorneys'	4704
fees in accordance with the commitment, to the extent that the	4705
commitment is enforceable under divisions (C) and (D) of this	4706
section.	4707

(C) A commitment to pay attorneys' fees is enforceable under	4708
this section only if the total amount owed on the contract of	4709
indebtedness at the time the contract was entered into exceeds one	4710
hundred thousand dollars.	4711

(D) A commitment to pay attorneys' fees is enforceable only	4712
to the extent that it obligates payment of a reasonable amount. In	4713
determining the amount of attorneys' fees that is reasonable, all	4714
relevant factors shall be considered, including but not limited	4715
to, the nature of the services rendered, the time expended in	4716
rendering the services, the amount of money and the value of the	4717
property affected, and the professional skill and expertise of the	4718
attorney or attorneys rendering the services. Unless a court has	4719
been requested to make a determination of the amount of attorneys'	4720
fees that is reasonable and finds to the contrary by a	4721
preponderance of the evidence, the following are deemed reasonable	4722
amounts:	4723

(1) If the commitment to pay attorneys' fees is based upon a	4724
specific percentage of the total principal, interest, and other	4725
charges owed on the contract of indebtedness, the percentage of	4726
the total so owed as specified in the contract of indebtedness;	4727

(2) If the commitment to pay attorneys' fees is not based	4728
upon a specific percentage of the total principal, interest, and	4729
other charges owed on the contract of indebtedness, an amount	4730
equal to the attorneys' fees customarily charged by the attorney	4731
or attorneys rendering the services.	4732

Sec. 1333.23.  Any garment, clothing, wearing apparel, or	4733
household goods that are placed in storage and that remain in the	4734
possession of a person without the reasonable or agreed charges	4735
for the storage having been paid for twelve months, and any	4736
garment, clothing, wearing apparel, or household goods on which	4737
any of the services or labor described in section 1333.22 of the	4738
Revised Code have been performed, that subsequently have been	4739
placed in storage by agreement and that remain in the possession	4740
of a person without the reasonable or agreed charges for the	4741
services, labor, and storage having been paid for twelve months	4742
may be sold by that person to pay those charges and the costs of	4743
notifying the owner of the garment, clothing, wearing apparel, or	4744
household goods as described in this section and in section	4745
1333.24 of the Revised Code or may be given away or otherwise	4746
disposed of by that person if hethe person cannot sell the	4747
garment, clothing, wearing apparel, or household goods. The person	4748
to whom the charges are owed shall notify the owner of the	4749
garment, clothing, wearing apparel, or household goods of the time	4750
and place of the proposed sale or other disposition of it in	4751
accordance with section 1333.24 of the Revised Code. This section	4752
does not apply to personsa person operating as warehouses or	4753
warehousemena warehouse as defined in section 1307.102 of the	4754
Revised Code.	4755

Sec. 1301.16.        Sec. 1333.72.  No person shall sell, offer for sale,	4756
or install for use any new grain-drying equipment unless the	4757
equipment is labeled or accompanied by an operator's manual to	4758
indicate its energy usage to the prospective purchaser of the	4759
equipment. Whoever violates this section is guilty of a minor	4760
misdemeanor.	4761

Sec. 1301.18.        Sec. 1333.73.  No person shall sell, offer for sale,	4762
or install for use any new central air conditioner, refrigerator,	4763
refrigerator-freezer, freezer, kitchen range or oven, dishwasher,	4764
clothes washer, clothes dryer, furnace, water heater, room air	4765
conditioner, television set, humidifier, home heating equipment	4766
other than furnaces, or other consumer product subject to an	4767
energy efficiency standard promulgated under section 325 of the	4768
"Energy Policy and Conservation Act," 89 Stat. 923, 42 U.S.C.A.	4769
6295, as amended, that is not in compliance with applicable	4770
standards promulgated under that section. This section does not	4771
apply to the sale, offering for sale, or installation of any such	4772
category of consumer product for which no applicable energy	4773
efficiency standard has been promulgated pursuant to such federal	4774
act. Whoever violates this section is guilty of a minor	4775
misdemeanor on a first offense, and on subsequent offenses is	4776
guilty of a misdemeanor of the first degree.	4777

Sec. 1743.08.  A company or association organized as an	4778
elevator company may purchase and hold real and personal estate;	4779
may erect, purchase, and own the necessary buildings, offices, and	4780
machinery for carrying on the business of receiving, storing,	4781
delivering, and forwarding grain of all kinds; and may add to and	4782
connect with this the business of a general storage warehousemen	4783
andwarehouse or forwarders of all kinds of produce and	4784
merchandise. It shall not deal as buyer or seller on its own	4785
account or for others. In the prosecution of its business it shall	4786
be governed by the same laws, not inconsistent with this section,	4787
as govern individuals in such employment.	4788

When such company erects or owns an elevator building, and	4789
uses it for the purpose of receiving or delivering grain from or	4790
to any railroad company, as freight carried or to be carried over	4791
any part of its railroads, such railroad company may subscribe to	4792
or purchase shares in the elevator company's capital stock, to an	4793
amount not exceeding one third of the entire capital stock of the	4794
elevator company, in the name of an officer of the railroad	4795
company, and hold it as trustee. The railroad company is liable	4796
upon such stock, in its corporate capacity, to the same extent and	4797
in the manner a natural person buying it would be.	4798

Sec. 2307.39.  (A) Except as provided in division (C) of this	4799
section, any person may bring a civil action in a court of this	4800
state against an individual, corporation, or other person who is a	4801
resident of, incorporated under the laws of, or otherwise engaged	4802
in the conduct of business in a foreign nation or a province,	4803
territory, or other political subdivision of a foreign nation,	4804
against a foreign nation, or against a province, territory, or	4805
other political subdivision of a foreign nation upon a cause of	4806
action that arises out of or relates to a contingent or other	4807
contract, agreement, or undertaking, whether or not it bears a	4808
reasonable relation to this state, if the contract, agreement, or	4809
undertaking contains both of the following provisions:	4810

(1) An agreement by the parties to be governed in their	4811
rights and duties under the contract, agreement, or undertaking,	4812
in whole or in part, by the law of this state;	4813

(2) An agreement by the parties to submit to the jurisdiction	4814
of the courts of this state.	4815

(B) The court shall not stay or dismiss a civil action	4816
brought in accordance with division (A) of this section on the	4817
ground of inconvenient forum. In the civil action, the court shall	4818
apply the law of this state as agreed upon by the parties.	4819

(C) This section applies to a transaction covered by section	4820
1301.051301.301 of the Revised Code unless the transaction is	4821
subject to a limitation on choice of law specified in division (B)	4822
of that section. This section does not apply to a contract,	4823
agreement, or undertaking for labor or personal services or for a	4824
consumer transaction, as defined by section 1345.01 of the Revised	4825
Code.	4826

(D) This section does not limit or deny, and shall not be	4827
construed as limiting or denying the enforcement of a provision	4828
respecting choice of law or choice of forum in a contract,	4829
agreement, or undertaking to which this section does not apply.	4830

Sec. 2923.17.  (A) No person shall knowingly acquire, have,	4831
carry, or use any dangerous ordnance.	4832

(B) No person shall manufacture or process an explosive at	4833
any location in this state unless the person first has been issued	4834
a license, certificate of registration, or permit to do so from a	4835
fire official of a political subdivision of this state or from the	4836
office of the fire marshal.	4837

(C) Division (A) of this section does not apply to:

4838

(1) Officers, agents, or employees of this or any other state	4839
or the United States, members of the armed forces of the United	4840
States or the organized militia of this or any other state, and	4841
law enforcement officers, to the extent that any such person is	4842
authorized to acquire, have, carry, or use dangerous ordnance and	4843
is acting within the scope of the person's duties;	4844

(2) Importers, manufacturers, dealers, and users of	4845
explosives, having a license or user permit issued and in effect	4846
pursuant to the "Organized Crime Control Act of 1970," 84 Stat.	4847
952, 18 U.S.C. 843, and any amendments or additions thereto or	4848
reenactments thereof, with respect to explosives and explosive	4849
devices lawfully acquired, possessed, carried, or used under the	4850
laws of this state and applicable federal law;	4851

(3) Importers, manufacturers, and dealers having a license to	4852
deal in destructive devices or their ammunition, issued and in	4853
effect pursuant to the "Gun Control Act of 1968," 82 Stat. 1213,	4854
18 U.S.C. 923, and any amendments or additions thereto or	4855
reenactments thereof, with respect to dangerous ordnance lawfully	4856
acquired, possessed, carried, or used under the laws of this state	4857
and applicable federal law;	4858

(4) Persons to whom surplus ordnance has been sold, loaned,	4859
or given by the secretary of the army pursuant to 70A Stat. 262	4860
and 263, 10 U.S.C. 4684, 4685, and 4686, and any amendments or	4861
additions thereto or reenactments thereof, with respect to	4862
dangerous ordnance when lawfully possessed and used for the	4863
purposes specified in such section;	4864

(5) Owners of dangerous ordnance registered in the national	4865
firearms registration and transfer record pursuant to the act of	4866
October 22, 1968, 82 Stat. 1229, 26 U.S.C. 5841, and any	4867
amendments or additions thereto or reenactments thereof, and	4868
regulations issued thereunder.	4869

(6) Carriers, warehousemenwarehouses, and others engaged in	4870
the business of transporting or storing goods for hire, with	4871
respect to dangerous ordnance lawfully transported or stored in	4872
the usual course of their business and in compliance with the laws	4873
of this state and applicable federal law;	4874

(7) The holders of a license or temporary permit issued and	4875
in effect pursuant to section 2923.18 of the Revised Code, with	4876
respect to dangerous ordnance lawfully acquired, possessed,	4877
carried, or used for the purposes and in the manner specified in	4878
such license or permit.	4879

(D) Whoever violates division (A) of this section is guilty	4880
of unlawful possession of dangerous ordnance, a felony of the	4881
fifth degree.	4882

(E) Whoever violates division (B) of this section is guilty	4883
of illegally manufacturing or processing explosives, a felony of	4884
the second degree.	4885

Sec. 2981.01. (A) Forfeitures under this chapter shall be	4886
governed by all of the following purposes:	4887

(1) To provide economic disincentives and remedies to deter	4888
and offset the economic effect of offenses by seizing and	4889
forfeiting contraband, proceeds, and certain instrumentalities;	4890

(2) To ensure that seizures and forfeitures of	4891
instrumentalities are proportionate to the offense committed;	4892

(3) To protect third parties from wrongful forfeiture of	4893
their property;	4894

(4) To prioritize restitution for victims of offenses.

4895

(B) As used in this chapter:

4896

(1) "Aircraft" has the same meaning as in section 4561.01 of	4897
the Revised Code.	4898

(2) "Computers," "computer networks," "computer systems,"	4899
"computer software," and "telecommunications device" have the same	4900
meanings as in section 2913.01 of the Revised Code.	4901

(3) "Financial institution" means a bank, credit union,	4902
savings and loan association, or a licensee or registrant under	4903
Chapter 1321. of the Revised Code.	4904

(4) "Firearm" and "dangerous ordnance" have the same meanings	4905
as in section 2923.11 of the Revised Code.	4906

(5) "Innocent person" includes any bona fide purchaser of	4907
property that is subject to forfeiture, including any person who	4908
establishes a valid claim to or interest in the property in	4909
accordance with section 2923.04 of the Revised Code, and any	4910
victim of an alleged offense.	4911

(6) "Instrumentality" means property otherwise lawful to	4912
possess that is used in or intended to be used in an offense. An	4913
"instrumentality" may include, but is not limited to, a firearm, a	4914
mobile instrumentality, a computer, a computer network, a computer	4915
system, computer software, a telecommunications device, money, and	4916
any other means of exchange.	4917

(7) "Law enforcement agency" includes, but is not limited to,	4918
the state board of pharmacy, the enforcement division of the	4919
department of taxation, and the office of the prosecutor.	4920

(8) "Mobile instrumentality" means an instrumentality that is	4921
inherently mobile and used in the routine transport of persons.	4922
"Mobile instrumentality" includes, but is not limited to, any	4923
vehicle, any watercraft, and any aircraft.	4924

(9) "Money" has the same meaning as in section 1301.01	4925
1301.201 of the Revised Code.	4926

(10) "Offense" means any act or omission that could be	4927
charged as a criminal offense or a delinquent act, whether or not	4928
a formal criminal prosecution or delinquent child proceeding began	4929
at the time the forfeiture is initiated. Except as otherwise	4930
specified, an offense for which property may be forfeited includes	4931
any felony and any misdemeanor. The commission of an "offense"	4932
includes the commission of a delinquent act.	4933

(11) "Proceeds" means both of the following:

4934

(a) In cases involving unlawful goods, services, or	4935
activities, "proceeds" means any property derived directly or	4936
indirectly from an offense. "Proceeds" may include, but is not	4937
limited to, money or any other means of exchange. "Proceeds" is	4938
not limited to the net gain or profit realized from the offense.	4939

(b) In cases involving lawful goods or services that are sold	4940
or provided in an unlawful manner, "proceeds" means the amount of	4941
money or other means of exchange acquired through the illegal	4942
transactions resulting in the forfeiture, less the direct costs	4943
lawfully incurred in providing the goods or services. The lawful	4944
costs deduction does not include any part of the overhead expenses	4945
of, or income taxes paid by, the entity providing the goods or	4946
services. The alleged offender or delinquent child has the burden	4947
to prove that any costs are lawfully incurred.	4948

(12) "Property" means "property" as defined in section	4949
2901.01 of the Revised Code and any benefit, privilege, claim,	4950
position, interest in an enterprise, or right derived, directly or	4951
indirectly, from the offense.	4952

(13) "Property subject to forfeiture" includes contraband and	4953
proceeds and may include instrumentalities as provided in this	4954
chapter.	4955

(14) "Prosecutor" has the same meaning as in section 2935.01	4956
of the Revised Code. When relevant, "prosecutor" also includes the	4957
attorney general.	4958

(15) "Vehicle" has the same meaning as in section 4501.01 of	4959
the Revised Code.	4960

(16) "Watercraft" has the same meaning as in section 1547.01	4961
of the Revised Code.	4962

(C) The penalties and procedures under Chapters 2923., 2925.,	4963
and 2933. of the Revised Code remain in effect to the extent that	4964
they do not conflict with this chapter.	4965

Sec. 3719.14.  (A) A common carrier or warehouserwarehouse	4966
while engaged in lawfully transporting or storing any controlled	4967
substance or an employee of a common carrier or warehouser	4968
warehouse of that nature who is acting within the scope of the	4969
employee's employment may control and possess any controlled	4970
substance.	4971

(B) Any law enforcement official may purchase, collect, or	4972
possess any controlled substance or may offer to sell any	4973
controlled substance, or any counterfeit controlled substance as	4974
defined in section 2925.01 of the Revised Code, when the purchase,	4975
collection, possession, or offer to sell is necessary to do so in	4976
the performance of the official's official duties. This division	4977
does not permit a law enforcement official to sell any controlled	4978
substance in the performance of the official's official duties. A	4979
peace officer, as defined in section 3719.141 of the Revised Code,	4980
may sell a controlled substance in the performance of the	4981
officer's official duties only as provided in that section.	4982

(C) Any employee or agent of a person who is entitled to	4983
possession of a controlled substance or whose possession of a	4984
controlled substance is for the purpose of aiding any law	4985
enforcement official in the official's official duties temporarily	4986
may possess any controlled substance.	4987

Sec. 3767.29.  No person shall abandon, discard, or knowingly	4988
permit to remain on premises under histhe person's control, in a	4989
place accessible to children, any abandoned or discarded icebox,	4990
refrigerator, or other airtight or semi-airtight container which	4991
has a capacity of one and one-half cubic feet or more and an	4992
opening of fifty square inches or more and which has a door or lid	4993
equipped with hinge, latch, or other fastening device capable of	4994
securing such door or lid, without rendering said equipment	4995
harmless to human life by removing such hinges, latches, or other	4996
hardware which may cause a person to be confined therein. This	4997
section shall not apply to an icebox, refrigerator, or other	4998
airtight or semi-airtight container located in that part of a	4999
building occupied by a dealer, warehousemanwarehouse, or	5000
repairmanrepairer.	5001

Sec. 4517.01.  As used in sections 4517.01 to 4517.65 of the	5002
Revised Code:	5003

(A) "Persons" includes individuals, firms, partnerships,	5004
associations, joint stock companies, corporations, and any	5005
combinations of individuals.	5006

(B) "Motor vehicle" means motor vehicle as defined in section	5007
4501.01 of the Revised Code and also includes "all-purpose	5008
vehicle" and "off-highway motorcycle" as those terms are defined	5009
in section 4519.01 of the Revised Code. "Motor vehicle" does not	5010
include a snowmobile as defined in section 4519.01 of the Revised	5011
Code or manufactured and mobile homes.	5012

(C) "New motor vehicle" means a motor vehicle, the legal	5013
title to which has never been transferred by a manufacturer,	5014
remanufacturer, distributor, or dealer to an ultimate purchaser.	5015

(D) "Ultimate purchaser" means, with respect to any new motor	5016
vehicle, the first person, other than a dealer purchasing in the	5017
capacity of a dealer, who in good faith purchases such new motor	5018
vehicle for purposes other than resale.	5019

(E) "Business" includes any activities engaged in by any	5020
person for the object of gain, benefit, or advantage either direct	5021
or indirect.	5022

(F) "Engaging in business" means commencing, conducting, or	5023
continuing in business, or liquidating a business when the	5024
liquidator thereof holds self out to be conducting such business;	5025
making a casual sale or otherwise making transfers in the ordinary	5026
course of business when the transfers are made in connection with	5027
the disposition of all or substantially all of the transferor's	5028
assets is not engaging in business.	5029

(G) "Retail sale" or "sale at retail" means the act or	5030
attempted act of selling, bartering, exchanging, or otherwise	5031
disposing of a motor vehicle to an ultimate purchaser for use as a	5032
consumer.	5033

(H) "Retail installment contract" includes any contract in	5034
the form of a note, chattel mortgage, conditional sales contract,	5035
lease, agreement, or other instrument payable in one or more	5036
installments over a period of time and arising out of the retail	5037
sale of a motor vehicle.	5038

(I) "Farm machinery" means all machines and tools used in the	5039
production, harvesting, and care of farm products.	5040

(J) "Dealer" or "motor vehicle dealer" means any new motor	5041
vehicle dealer, any motor vehicle leasing dealer, and any used	5042
motor vehicle dealer.	5043

(K) "New motor vehicle dealer" means any person engaged in	5044
the business of selling at retail, displaying, offering for sale,	5045
or dealing in new motor vehicles pursuant to a contract or	5046
agreement entered into with the manufacturer, remanufacturer, or	5047
distributor of the motor vehicles.	5048

(L) "Used motor vehicle dealer" means any person engaged in	5049
the business of selling, displaying, offering for sale, or dealing	5050
in used motor vehicles, at retail or wholesale, but does not mean	5051
any new motor vehicle dealer selling, displaying, offering for	5052
sale, or dealing in used motor vehicles incidentally to engaging	5053
in the business of selling, displaying, offering for sale, or	5054
dealing in new motor vehicles, any person engaged in the business	5055
of dismantling, salvaging, or rebuilding motor vehicles by means	5056
of using used parts, or any public officer performing official	5057
duties.	5058

(M) "Motor vehicle leasing dealer" means any person engaged	5059
in the business of regularly making available, offering to make	5060
available, or arranging for another person to use a motor vehicle	5061
pursuant to a bailment, lease, sublease, or other contractual	5062
arrangement under which a charge is made for its use at a periodic	5063
rate for a term of thirty days or more, and title to the motor	5064
vehicle is in and remains in the motor vehicle leasing dealer who	5065
originally leases it, irrespective of whether or not the motor	5066
vehicle is the subject of a later sublease, and not in the user,	5067
but does not mean a manufacturer or its affiliate leasing to its	5068
employees or to dealers.	5069

(N) "Salesperson" means any person employed by a dealer or	5070
manufactured home broker to sell, display, and offer for sale, or	5071
deal in motor vehicles for a commission, compensation, or other	5072
valuable consideration, but does not mean any public officer	5073
performing official duties.	5074

(O) "Casual sale" means any transfer of a motor vehicle by a	5075
person other than a new motor vehicle dealer, used motor vehicle	5076
dealer, motor vehicle salvage dealer, as defined in division (A)	5077
of section 4738.01 of the Revised Code, salesperson, motor vehicle	5078
auction owner, manufacturer, or distributor acting in the capacity	5079
of a dealer, salesperson, auction owner, manufacturer, or	5080
distributor, to a person who purchases the motor vehicle for use	5081
as a consumer.	5082

(P) "Motor vehicle show" means a display of current models of	5083
motor vehicles whereby the primary purpose is the exhibition of	5084
competitive makes and models in order to provide the general	5085
public the opportunity to review and inspect various makes and	5086
models of motor vehicles at a single location.	5087

(Q) "Motor vehicle auction owner" means any person who is	5088
engaged wholly or in part in the business of auctioning motor	5089
vehicles.	5090

(R) "Manufacturer" means a person who manufactures,	5091
assembles, or imports motor vehicles, including motor homes, but	5092
does not mean a person who only assembles or installs a body,	5093
special equipment unit, finishing trim, or accessories on a motor	5094
vehicle chassis supplied by a manufacturer or distributor.	5095

(S) "Tent-type fold-out camping trailer" means any vehicle	5096
intended to be used, when stationary, as a temporary shelter with	5097
living and sleeping facilities, and that is subject to the	5098
following properties and limitations:	5099

(1) A minimum of twenty-five per cent of the fold-out portion	5100
of the top and sidewalls combined must be constructed of canvas,	5101
vinyl, or other fabric, and form an integral part of the shelter.	5102

(2) When folded, the unit must not exceed:

5103

(a) Fifteen feet in length, exclusive of bumper and tongue;

5104

(b) Sixty inches in height from the point of contact with the	5105
ground;	5106

(c) Eight feet in width;

5107

(d) One ton gross weight at time of sale.

5108

(T) "Distributor" means any person authorized by a motor	5109
vehicle manufacturer to distribute new motor vehicles to licensed	5110
new motor vehicle dealers, but does not mean a person who only	5111
assembles or installs a body, special equipment unit, finishing	5112
trim, or accessories on a motor vehicle chassis supplied by a	5113
manufacturer or distributor.	5114

(U) "Flea market" means a market place, other than a dealer's	5115
location licensed under this chapter, where a space or location is	5116
provided for a fee or compensation to a seller to exhibit and	5117
offer for sale or trade, motor vehicles to the general public.	5118

(V) "Franchise" means any written agreement, contract, or	5119
understanding between any motor vehicle manufacturer or	5120
remanufacturer engaged in commerce and any motor vehicle dealer	5121
that purports to fix the legal rights and liabilities of the	5122
parties to such agreement, contract, or understanding.	5123

(W) "Franchisee" means a person who receives new motor	5124
vehicles from the franchisor under a franchise agreement and who	5125
offers, sells, and provides service for such new motor vehicles to	5126
the general public.	5127

(X) "Franchisor" means a new motor vehicle manufacturer,	5128
remanufacturer, or distributor who supplies new motor vehicles	5129
under a franchise agreement to a franchisee.	5130

(Y) "Dealer organization" means a state or local trade	5131
association the membership of which is comprised predominantly of	5132
new motor vehicle dealers.	5133

(Z) "Factory representative" means a representative employed	5134
by a manufacturer, remanufacturer, or by a factory branch	5135
primarily for the purpose of promoting the sale of its motor	5136
vehicles, parts, or accessories to dealers or for supervising or	5137
contacting its dealers or prospective dealers.	5138

(AA) "Administrative or executive management" means those	5139
individuals who are not subject to federal wage and hour laws.	5140

(BB) "Good faith" means honesty in the conduct or transaction	5141
concerned and the observance of reasonable commercial standards of	5142
fair dealing in the trade as is defined in division (S) of section	5143
1301.011301.201 of the Revised Code, including, but not limited	5144
to, the duty to act in a fair and equitable manner so as to	5145
guarantee freedom from coercion, intimidation, or threats of	5146
coercion or intimidation; provided however, that recommendation,	5147
endorsement, exposition, persuasion, urging, or argument shall not	5148
be considered to constitute a lack of good faith.	5149

(CC) "Coerce" means to compel or attempt to compel by failing	5150
to act in good faith or by threat of economic harm, breach of	5151
contract, or other adverse consequences. Coerce does not mean to	5152
argue, urge, recommend, or persuade.	5153

(DD) "Relevant market area" means any area within a radius of	5154
ten miles from the site of a potential new dealership, except that	5155
for manufactured home or recreational vehicle dealerships the	5156
radius shall be twenty-five miles. The ten-mile radius shall be	5157
measured from the dealer's established place of business that is	5158
used exclusively for the purpose of selling, displaying, offering	5159
for sale, or dealing in motor vehicles.	5160

(EE) "Wholesale" or "at wholesale" means the act or attempted	5161
act of selling, bartering, exchanging, or otherwise disposing of a	5162
motor vehicle to a transferee for the purpose of resale and not	5163
for ultimate consumption by that transferee.	5164

(FF) "Motor vehicle wholesaler" means any person licensed as	5165
a dealer under the laws of another state and engaged in the	5166
business of selling, displaying, or offering for sale used motor	5167
vehicles, at wholesale, but does not mean any motor vehicle dealer	5168
as defined in this section.	5169

(GG)(1) "Remanufacturer" means a person who assembles or	5170
installs passenger seating, walls, a roof elevation, or a body	5171
extension on a conversion van with the motor vehicle chassis	5172
supplied by a manufacturer or distributor, a person who modifies a	5173
truck chassis supplied by a manufacturer or distributor for use as	5174
a public safety or public service vehicle, a person who modifies a	5175
motor vehicle chassis supplied by a manufacturer or distributor	5176
for use as a limousine or hearse, or a person who modifies an	5177
incomplete motor vehicle cab and chassis supplied by a new motor	5178
vehicle dealer or distributor for use as a tow truck, but does not	5179
mean either of the following:	5180

(a) A person who assembles or installs passenger seating, a	5181
roof elevation, or a body extension on a recreational vehicle as	5182
defined in division (Q) and referred to in division (B) of section	5183
4501.01 of the Revised Code;	5184

(b) A person who assembles or installs special equipment or	5185
accessories for handicapped persons, as defined in section 4503.44	5186
of the Revised Code, upon a motor vehicle chassis supplied by a	5187
manufacturer or distributor.	5188

(2) For the purposes of division (GG)(1) of this section,	5189
"public safety vehicle or public service vehicle" means a fire	5190
truck, ambulance, school bus, street sweeper, garbage packing	5191
truck, or cement mixer, or a mobile self-contained facility	5192
vehicle.	5193

(3) For the purposes of division (GG)(1) of this section,	5194
"limousine" means a motor vehicle, designed only for the purpose	5195
of carrying nine or fewer passengers, that a person modifies by	5196
cutting the original chassis, lengthening the wheelbase by forty	5197
inches or more, and reinforcing the chassis in such a way that all	5198
modifications comply with all applicable federal motor vehicle	5199
safety standards. No person shall qualify as or be deemed to be a	5200
remanufacturer who produces limousines unless the person has a	5201
written agreement with the manufacturer of the chassis the person	5202
utilizes to produce the limousines to complete properly the	5203
remanufacture of the chassis into limousines.	5204

(4) For the purposes of division (GG)(1) of this section,	5205
"hearse" means a motor vehicle, designed only for the purpose of	5206
transporting a single casket, that is equipped with a compartment	5207
designed specifically to carry a single casket that a person	5208
modifies by cutting the original chassis, lengthening the	5209
wheelbase by ten inches or more, and reinforcing the chassis in	5210
such a way that all modifications comply with all applicable	5211
federal motor vehicle safety standards. No person shall qualify as	5212
or be deemed to be a remanufacturer who produces hearses unless	5213
the person has a written agreement with the manufacturer of the	5214
chassis the person utilizes to produce the hearses to complete	5215
properly the remanufacture of the chassis into hearses.	5216

(5) For the purposes of division (GG)(1) of this section,	5217
"mobile self-contained facility vehicle" means a mobile classroom	5218
vehicle, mobile laboratory vehicle, bookmobile, bloodmobile,	5219
testing laboratory, and mobile display vehicle, each of which is	5220
designed for purposes other than for passenger transportation and	5221
other than the transportation or displacement of cargo, freight,	5222
materials, or merchandise. A vehicle is remanufactured into a	5223
mobile self-contained facility vehicle in part by the addition of	5224
insulation to the body shell, and installation of all of the	5225
following: a generator, electrical wiring, plumbing, holding	5226
tanks, doors, windows, cabinets, shelving, and heating,	5227
ventilating, and air conditioning systems.	5228

(6) For the purposes of division (GG)(1) of this section,	5229
"tow truck" means both of the following:	5230

(a) An incomplete cab and chassis that are purchased by a	5231
remanufacturer from a new motor vehicle dealer or distributor of	5232
the cab and chassis and on which the remanufacturer then installs	5233
in a permanent manner a wrecker body it purchases from a	5234
manufacturer or distributor of wrecker bodies, installs an	5235
emergency flashing light pylon and emergency lights upon the mast	5236
of the wrecker body or rooftop, and installs such other related	5237
accessories and equipment, including push bumpers, front grille	5238
guards with pads and other custom-ordered items such as painting,	5239
special lettering, and safety striping so as to create a complete	5240
motor vehicle capable of lifting and towing another motor vehicle.	5241

(b) An incomplete cab and chassis that are purchased by a	5242
remanufacturer from a new motor vehicle dealer or distributor of	5243
the cab and chassis and on which the remanufacturer then installs	5244
in a permanent manner a car carrier body it purchases from a	5245
manufacturer or distributor of car carrier bodies, installs an	5246
emergency flashing light pylon and emergency lights upon the	5247
rooftop, and installs such other related accessories and	5248
equipment, including push bumpers, front grille guards with pads	5249
and other custom-ordered items such as painting, special	5250
lettering, and safety striping.	5251

As used in division (GG)(6)(b) of this section, "car carrier	5252
body" means a mechanical or hydraulic apparatus capable of lifting	5253
and holding a motor vehicle on a flat level surface so that one or	5254
more motor vehicles can be transported, once the car carrier is	5255
permanently installed upon an incomplete cab and chassis.	5256

(HH) "Operating as a new motor vehicle dealership" means	5257
engaging in activities such as displaying, offering for sale, and	5258
selling new motor vehicles at retail, operating a service facility	5259
to perform repairs and maintenance on motor vehicles, offering for	5260
sale and selling motor vehicle parts at retail, and conducting all	5261
other acts that are usual and customary to the operation of a new	5262
motor vehicle dealership. For the purposes of this chapter only,	5263
possession of either a valid new motor vehicle dealer franchise	5264
agreement or a new motor vehicle dealers license, or both of these	5265
items, is not evidence that a person is operating as a new motor	5266
vehicle dealership.	5267

(II) "Outdoor power equipment" means garden and small utility	5268
tractors, walk-behind and riding mowers, chainsaws, and tillers.	5269

(JJ) "Remote service facility" means premises that are	5270
separate from a licensed new motor vehicle dealer's sales facility	5271
by not more than one mile and that are used by the dealer to	5272
perform repairs, warranty work, recall work, and maintenance on	5273
motor vehicles pursuant to a franchise agreement entered into with	5274
a manufacturer of motor vehicles. A remote service facility shall	5275
be deemed to be part of the franchise agreement and is subject to	5276
all the rights, duties, obligations, and requirements of Chapter	5277
4517. of the Revised Code that relate to the performance of motor	5278
vehicle repairs, warranty work, recall work, and maintenance work	5279
by new motor vehicle dealers.	5280

(KK) "Recreational vehicle" has the same meaning as in	5281
section 4501.01 of the Revised Code.	5282

Sec. 4729.51.  (A) No person other than a registered	5283
wholesale distributor of dangerous drugs shall possess for sale,	5284
sell, distribute, or deliver, at wholesale, dangerous drugs,	5285
except as follows:	5286

(1) A pharmacist who is a licensed terminal distributor of	5287
dangerous drugs or who is employed by a licensed terminal	5288
distributor of dangerous drugs may make occasional sales of	5289
dangerous drugs at wholesale;	5290

(2) A licensed terminal distributor of dangerous drugs having	5291
more than one establishment or place may transfer or deliver	5292
dangerous drugs from one establishment or place for which a	5293
license has been issued to the terminal distributor to another	5294
establishment or place for which a license has been issued to the	5295
terminal distributor if the license issued for each establishment	5296
or place is in effect at the time of the transfer or delivery.	5297

(B)(1) No registered wholesale distributor of dangerous drugs	5298
shall possess for sale, or sell, at wholesale, dangerous drugs to	5299
any person other than the following:	5300

(a) A licensed health professional authorized to prescribe	5301
drugs;	5302

(b) An optometrist licensed under Chapter 4725. of the	5303
Revised Code who holds a topical ocular pharmaceutical agents	5304
certificate;	5305

(c) A registered wholesale distributor of dangerous drugs;

5306

(d) A manufacturer of dangerous drugs;

5307

(e) A licensed terminal distributor of dangerous drugs,	5308
subject to division (B)(2) of this section;	5309

(f) Carriers or warehouserswarehouses for the purpose of	5310
carriage or storage;	5311

(g) Terminal or wholesale distributors of dangerous drugs who	5312
are not engaged in the sale of dangerous drugs within this state;	5313

(h) An individual who holds a current license, certificate,	5314
or registration issued under Title 47 of the Revised Code and has	5315
been certified to conduct diabetes education by a national	5316
certifying body specified in rules adopted by the state board of	5317
pharmacy under section 4729.68 of the Revised Code, but only with	5318
respect to insulin that will be used for the purpose of diabetes	5319
education and only if diabetes education is within the	5320
individual's scope of practice under statutes and rules regulating	5321
the individual's profession;	5322

(i) An individual who holds a valid certificate issued by a	5323
nationally recognized S.C.U.B.A. diving certifying organization	5324
approved by the pharmacy board in rule, but only with respect to	5325
medical oxygen that will be used for the purpose of emergency care	5326
or treatment at the scene of a diving emergency;	5327

(j) A business entity that is a corporation formed under	5328
division (B) of section 1701.03 of the Revised Code, a limited	5329
liability company formed under Chapter 1705. of the Revised Code,	5330
or a professional association formed under Chapter 1785. of the	5331
Revised Code if the entity has a sole shareholder who is a	5332
licensed health professional authorized to prescribe drugs and is	5333
authorized to provide the professional services being offered by	5334
the entity;	5335

(k) A business entity that is a corporation formed under	5336
division (B) of section 1701.03 of the Revised Code, a limited	5337
liability company formed under Chapter 1705. of the Revised Code,	5338
a partnership or a limited liability partnership formed under	5339
Chapter 1775. of the Revised Code, or a professional association	5340
formed under Chapter 1785. of the Revised Code, if, to be a	5341
shareholder, member, or partner, an individual is required to be	5342
licensed, certified, or otherwise legally authorized under Title	5343
XLVII of the Revised Code to perform the professional service	5344
provided by the entity and each such individual is a licensed	5345
health professional authorized to prescribe drugs.	5346

(2) No registered wholesale distributor of dangerous drugs	5347
shall possess dangerous drugs for sale at wholesale, or sell such	5348
drugs at wholesale, to a licensed terminal distributor of	5349
dangerous drugs, except to:	5350

(a) A terminal distributor who has a category I license, only	5351
dangerous drugs described in category I, as defined in division	5352
(A)(1) of section 4729.54 of the Revised Code;	5353

(b) A terminal distributor who has a category II license,	5354
only dangerous drugs described in category I and category II, as	5355
defined in divisions (A)(1) and (2) of section 4729.54 of the	5356
Revised Code;	5357

(c) A terminal distributor who has a category III license,	5358
dangerous drugs described in category I, category II, and category	5359
III, as defined in divisions (A)(1), (2), and (3) of section	5360
4729.54 of the Revised Code;	5361

(d) A terminal distributor who has a limited category I, II,	5362
or III license, only the dangerous drugs specified in the	5363
certificate furnished by the terminal distributor in accordance	5364
with section 4729.60 of the Revised Code.	5365

(C)(1) Except as provided in division (C)(4) of this section,	5366
no person shall sell, at retail, dangerous drugs.	5367

(2) Except as provided in division (C)(4) of this section, no	5368
person shall possess for sale, at retail, dangerous drugs.	5369

(3) Except as provided in division (C)(4) of this section, no	5370
person shall possess dangerous drugs.	5371

(4) Divisions (C)(1), (2), and (3) of this section do not	5372
apply to a registered wholesale distributor of dangerous drugs, a	5373
licensed terminal distributor of dangerous drugs, or a person who	5374
possesses, or possesses for sale or sells, at retail, a dangerous	5375
drug in accordance with Chapters 3719., 4715., 4723., 4725.,	5376
4729., 4730., 4731., and 4741. of the Revised Code.	5377

Divisions (C)(1), (2), and (3) of this section do not apply	5378
to an individual who holds a current license, certificate, or	5379
registration issued under Title XLVII of the Revised Code and has	5380
been certified to conduct diabetes education by a national	5381
certifying body specified in rules adopted by the state board of	5382
pharmacy under section 4729.68 of the Revised Code, but only to	5383
the extent that the individual possesses insulin or personally	5384
supplies insulin solely for the purpose of diabetes education and	5385
only if diabetes education is within the individual's scope of	5386
practice under statutes and rules regulating the individual's	5387
profession.	5388

Divisions (C)(1), (2), and (3) of this section do not apply	5389
to an individual who holds a valid certificate issued by a	5390
nationally recognized S.C.U.B.A. diving certifying organization	5391
approved by the pharmacy board in rule, but only to the extent	5392
that the individual possesses medical oxygen or personally	5393
supplies medical oxygen for the purpose of emergency care or	5394
treatment at the scene of a diving emergency.	5395

(D) No licensed terminal distributor of dangerous drugs shall	5396
purchase for the purpose of resale dangerous drugs from any person	5397
other than a registered wholesale distributor of dangerous drugs,	5398
except as follows:	5399

(1) A licensed terminal distributor of dangerous drugs may	5400
make occasional purchases of dangerous drugs for resale from a	5401
pharmacist who is a licensed terminal distributor of dangerous	5402
drugs or who is employed by a licensed terminal distributor of	5403
dangerous drugs;	5404

(2) A licensed terminal distributor of dangerous drugs having	5405
more than one establishment or place may transfer or receive	5406
dangerous drugs from one establishment or place for which a	5407
license has been issued to the terminal distributor to another	5408
establishment or place for which a license has been issued to the	5409
terminal distributor if the license issued for each establishment	5410
or place is in effect at the time of the transfer or receipt.	5411

(E) No licensed terminal distributor of dangerous drugs shall	5412
engage in the sale or other distribution of dangerous drugs at	5413
retail or maintain possession, custody, or control of dangerous	5414
drugs for any purpose other than the distributor's personal use or	5415
consumption, at any establishment or place other than that or	5416
those described in the license issued by the board of pharmacy to	5417
such terminal distributor.	5418

(F) Nothing in this section shall be construed to interfere	5419
with the performance of official duties by any law enforcement	5420
official authorized by municipal, county, state, or federal law to	5421
collect samples of any drug, regardless of its nature or in whose	5422
possession it may be.	5423

Sec. 5322.01.  As used in sections 5322.01 to 5322.05 of the	5424
Revised Code:	5425

(A) "Self-service storage facility" means any real property	5426
that is designed and used only for the purpose of renting or	5427
leasing individual storage space in the facility under the	5428
following conditions:	5429

(1) The occupants have access to the storage space only for	5430
the purpose of storing and removing personal property;	5431

(2) The owner does not issue a warehouse receipt, bill of	5432
lading, or other document of title, as defined in division (O) of	5433
section 1301.011301.201 of the Revised Code, for the personal	5434
property stored in the storage space;	5435

(3) The property has fifty or more individual storage spaces.

5436

"Self-service storage facility" does not include any garage	5437
used principally for parking motor vehicles, an establishment	5438
licensed pursuant to sections 915.14 to 915.24 of the Revised	5439
Code, or any property of a bank or savings and loan association	5440
that contains vaults, safe deposit boxes, or other receptacles for	5441
the uses, purposes, and benefits of the bank's or savings and loan	5442
association's customers.	5443

(B) "Owner" means a person that is either the owner of a	5444
self-service storage facility or the lessor of an entire	5445
self-service storage facility and that receives rent from an	5446
occupant pursuant to a rental agreement that the person enters	5447
into with the occupant.	5448

(C) "Occupant" means a person that rents storage space at a	5449
self-service storage facility pursuant to a rental agreement that	5450
the person enters into with the owner.	5451

(D) "Rental agreement" means any written agreement that is	5452
entered into by the owner and the occupant and that establishes	5453
the terms and conditions of the occupant's use of storage space at	5454
a self-service storage facility.	5455

(E) "Personal property" means money and every animate or	5456
inanimate tangible thing that is the subject of ownership, except	5457
anything forming part of a parcel of real estate, as defined in	5458
section 5701.02 of the Revised Code, and except anything that is	5459
an agricultural commodity, as defined in division (A) of section	5460
926.01 of the Revised Code.	5461

(F) "Late fee" means any fee or charge assessed for an	5462
occupant's failure to pay rent when due. "Late fee" does not	5463
include interest on a debt, reasonable expenses incurred in the	5464
collection of unpaid rent, or costs associated with the	5465
enforcement of any other remedy provided by statute or contract.	5466

Section 2.  That existing sections 1.01, 926.24, 926.26,	5467
1301.01, 1301.02, 1301.04, 1301.05, 1301.06, 1301.07, 1301.08,	5468
1301.09, 1301.10, 1301.11, 1301.13, 1301.14, 1301.15, 1301.16,	5469
1301.18, 1301.21, 1302.01, 1302.05, 1302.23, 1302.36, 1302.42,	5470
1302.44, 1302.47, 1302.49, 1302.50, 1302.53, 1302.63, 1302.79,	5471
1303.01, 1304.01, 1304.20, 1304.51, 1304.53, 1304.59, 1305.02,	5472
1306.02, 1306.15, 1307.01, 1307.02, 1307.04, 1307.06, 1307.07,	5473
1307.08, 1307.09, 1307.10, 1307.11, 1307.12, 1307.13, 1307.14,	5474
1307.15, 1307.16, 1307.17, 1307.18, 1307.19, 1307.20, 1307.21,	5475
1307.22, 1307.23, 1307.24, 1307.25, 1307.26, 1307.27, 1307.28,	5476
1307.29, 1307.30, 1307.31, 1307.32, 1307.33, 1307.34, 1307.35,	5477
1307.36, 1307.37, 1307.38, 1307.39, 1307.40, 1308.01, 1308.02,	5478
1309.102, 1309.203, 1309.207, 1309.208, 1309.301, 1309.310,	5479
1309.312, 1309.313, 1309.314, 1309.317, 1309.331, 1309.338,	5480
1309.601, 1310.01, 1310.47, 1310.60, 1310.64, 1310.65, 1310.72,	5481
1310.73, 1310.74, 1311.57, 1333.23, 1743.08, 2307.39, 2923.17,	5482
2981.01, 3719.14, 3767.29, 4517.01, 4729.51, and 5322.01 and	5483
sections 1301.03, 1301.12, 1302.11, 1307.03, 1307.05, and 1310.14	5484
of the Revised Code are hereby repealed.	5485

Section 3. This act applies to transactions entered into on	5486
or after the effective date of this act.	5487