As Reported by the Senate Judiciary--Civil Justice Committee

129th General Assembly
Regular Session
2011-2012
Am. H. B. No. 9


Representative Coley 

Cosponsors: Representatives Letson, Murray, Barnes, Beck, Blessing, Brenner, Bubp, Budish, Carey, Combs, DeGeeter, Derickson, Driehaus, Fedor, Fende, Gardner, Garland, Gonzales, Goyal, Hackett, Hagan, Huffman, Luckie, Lundy, Mallory, McClain, McGregor, McKenney, Mecklenborg, Milkovich, O'Brien, Patmon, Peterson, Roegner, Rosenberger, Ruhl, Slaby, Slesnick, Snitchler, Stebelton, Stinziano, Szollosi, Thompson, Uecker, Weddington, Young, Yuko Speaker Batchelder 

Senator Wagoner 



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 section125
1307.141307.209 of the Revised Code; and126

       (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 handler161
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, which306
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; and311

       (3) To make uniform the law among the various jurisdictions.312

       (C) The effect of(B) Unless displaced by the particular313
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; and355

       (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 to383
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 endorsed400
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 person414
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 whom437
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 not442
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; and447

       (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 purports480
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,or491
omission, or breach.492

       (Q)(18) "Fungible" with respect to goods or securities" means493
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.; or496

       (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 instrument507
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 tangible515
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; or518

       (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 any524
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 has528
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 is533

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

       (X)(24) "Money" means a medium of exchange currently536
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 form644
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; or714

       (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 which730
that relates to a particular matter.731

       (QQ)(41) "Unauthorized" signature" means onea signature made 732
without actual, implied, or apparent authority and. The term733
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; or759

       (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; or772

       (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; or809

       (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; or828

       (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; or840

       (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; or861

       (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 ais868
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. In889

       (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; and947

       (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 writing962
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 anany974
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 course982

       (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 orand998
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 Code1003
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; and1203

       (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; and1210

       (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; and1216

       (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; and1224

       (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; and1242

       (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; but1281

       (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; or1290

       (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, or1306

       (2) The delivery was in exchange for a check which is later 1307
dishonored, or1308

       (3) It was agreed that the transaction was to be a "cash 1309
sale", or1310

       (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; but1334

       (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; but1350

       (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; and1367

       (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 him1374
the seller a security interest in the goods. HisThe seller's1375
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; but1411

       (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; or1420

       (2) on acknowledgment by the bailee of the buyer's right to 1421
possession of the goods; or1422

       (3) after histhe buyer's receipt of possession or control of1423
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's1428
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; or1439

       (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; or1455

       (2) acknowledgment to the buyer by any bailee of the goods 1456
except a carrier that the bailee holds the goods for the buyer; or1457

       (3) such acknowledgment to the buyer by a carrier by 1458
reshipment or as warehousemana warehouse; or1459

       (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 section1834
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) of1848
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 1301.121872
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 1301.011911
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 1307.401307.6031945
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 lading1951
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 as1964
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; or1987

       (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 1307.401307.6032000
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 lawslaw2017
prescribing the form or contentscontent of documentsa document2018
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; or2043

       (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; and2062

       (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; and2069

       (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; and2080

       (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; and2087

       (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; or2108

       (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; and2119

       (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 warehouseman2124
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 warehouser2137
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 facility2140
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, if2148
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 the2156
warehouser is ownerwarehouse owns, either solely or, jointly, or 2157
in common with others, a statement of the fact of that ownership; 2158
and2159

       (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'sits2170
receipt any other terms that are not contrary to the provisions of2171
Chapters 1301., 1302., 1303., 1304., 1305., 1307., 1308., 1309., 2172
and 1310. of the Revised Code and do not impair the warehouser's2173
its obligation of delivery, as set forth inunder section 1307.272174
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 is2177
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 document2183
may recover from the issuer damages caused by the non-receipt2184
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 beis2193
true,; or the2194

       (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 exercise2200
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 tariff2226
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, may2239
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 notification2243
warehouse gives notice. If the goods are not removed before the 2244
date specified in the notificationnotice, the warehouseman2245
warehouse may sell them in accordance with the provisions of2246
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 warehouseman2253
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 warehouseman2262
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 warehouseman2265
warehouse, after a reasonable effort, is unable to sell the goods 2266
he, it may dispose of them in any lawful manner and shalldoes not2267
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 soare2286
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 or2304
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 warehouse2312
receipt or storage agreement that a lien is claimed for charges 2313
and expenses in relation to other goods, the warehouserwarehouse2314
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. But2318
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 a2328
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 person2333
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 interest2336
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 1307.311307.4032344
of the Revised Code; or2345

       (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; or2348

       (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 parcels2364
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 the2371
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 insureensure2381
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 hisits2385
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 warehousemanwarehouse2419
subject to the terms of the receipt and sections 1307.011307.1012420
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 a2424
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 must2430
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 whom2448
which a negotiable bill has been duly negotiated, relying in 2449
either case upon the description therein of the goods,in the bill2450
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; and2466

       (2) Words such as "shipper's weight, load and count," or2467
other words of similar import indicating that the description was 2468
made by the shipper are ineffective except as to freightgoods2469
concealed byin packages.2470

       (C) WhenIf bulk freight isgoods are loaded by a shipper who2471
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's2475
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 inserting2479
including in the bill the words "shipper's weight, load and 2480
count," or other words of like purportsimilar import, may2481
indicate that the goods were loaded by the shipper;, and, if such2482
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 guaranteed2487
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 person2501
entitled to recover on the bill or other document for any breach 2502
by suchthe other personsperson or by a connectingthe performing2503
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 hisits2515
possession, to the obligation of the issuer. HisThe person's2516
obligation is discharged by delivery of the goods to another such2517
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 connectingperforming2523
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 person2527
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 the2530

       (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 therefor2533
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, thea2537
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; or2541

       (2) the consignor on a non-negotiablenonnegotiable bill 2542
notwithstanding, even if the consignee has given contrary 2543
instructions from the consignee; or2544

       (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; or2549

       (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 overseasinternational2559
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 drawn2563
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 title2571
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 such2616
those charges and expenses. Any other lien under division (A) of 2617
this section is effective against the consignor and any person who2618
that permitted the bailor to have control or possession of the 2619
goods unless the carrier had notice that the bailor lacked such2620
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 different2634
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's2658
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 he2663
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 with2668
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 likesimilar2680
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 he2691
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; or2707

       (2)the(B) The issuer may have violated laws regulating the 2708
conduct of hisits business; or2709

       (3)the(C) The goods covered by the document were owned by 2710
the bailee at the timewhen the document was issued; or2711

       (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 the2723
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 a2749
personal defense against the claimant; or2750

       (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 person2756
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 deliveries2761
any outstanding negotiable document covering the goods,for 2762
cancellation or indication of partial deliveries; and the2763

       (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 1307.011307.1012777
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; or2782

       (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 tangible2787
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's2790
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 to2798
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 title2801
after it has been indorsed to a specifiednamed person requires 2802
indorsement by the special indorsee as well asnamed person and2803
delivery.2804

       (D)(5) A negotiable document of title is "duly negotiated" 2805
whenif it is negotiated in the manner stated in this section2806
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 1307.101307.5032839
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; and2847

       (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 title2859
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 electronic2865
document by misrepresentation, fraud, accident, mistake, duress, 2866
loss, theft, or conversion,; or even though a2867

       (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 goods2876
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 1307.271307.4032881
of the Revised Code; or with power2882

       (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; noror2886

       (2) acquiescedAcquiesce in the procurement by the bailor or2887
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 1310.362914
of the Revised Code; or2915

       (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; or2918

       (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; or2921

       (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-negotiable2931
nonnegotiable document of title may be stopped by a seller2932
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 leasing2956
the goods, warrants to its immediate purchaser only that:2957

       (A) that theThe document is genuine; and2958

       (B) that he has noThe transferor does not have knowledge of 2959
any fact whichthat would impair itsthe document's validity or 2960
worth; and2961

       (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 require2993
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 title2999
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 whowhich3006
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 have3011
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 is3016
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 by3019
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; or3070

       (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; or3079

       (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; or3099

       (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; and3125

       (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; or3130

       (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; and3144

       (c) Which:3145

       (i) Is, or is of a type, dealt in or traded on securities 3146
exchanges or securities markets; or3147

       (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; and3252

       (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; or3259

       (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; or3265

       (ii) Leased real property to a debtor in connection with the 3266
debtor's farming operation; and3267

       (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; and3274

       (ii) Attaches to the minerals as extracted; or3275

       (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; or3280

       (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; and3317

       (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; or3321

       (b) The claimant is an individual, and the claim:3322

       (i) Arose in the course of the claimant's business or 3323
profession; and3324

       (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; or3335

       (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; or3343

       (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; or3351

       (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; and3363

       (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; and3369

       (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; and3381

       (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; and3396

       (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; or3405

       (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; and3426

       (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; or3430

       (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; or3512

       (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; or3533

       (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; or3553

       (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; or3593

       (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; or3607

       (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
or3621

       (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; and3639

       (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; or3659

       (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; or3673

       (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; or3684

       (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; and3706

       (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; or3715

       (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; and3789

       (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; or3801

       (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; or3819

       (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
and3829

       (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; and3861

       (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; or3866

       (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
and3877

       (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; or3883

       (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; and3886

       (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; or3903

       (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
and3918

       (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
and3931

       (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
and3949

       (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
and3975

       (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; or4010

       (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; and4027

       (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; and4034

       (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; or4043

       (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; or4056

       (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; or4064

       (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; or4089

       (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
and4110

       (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; or4122

       (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 documents4137
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; and4146

       (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; or4152

       (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; and4158

       (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
or4163

       (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
and4217

       (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; and4231

       (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; or4252

       (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 receiving4274
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 1301.021301.3024491
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 section4514
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 1301.024582
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) of4620
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's4676
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 1301.014925
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 warehouserwarehouse4966
while engaged in lawfully transporting or storing any controlled 4967
substance or an employee of a common carrier or warehouser4968
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 entit