Title 13, Title 13. Commercial Transactions

Any claim or right arising out of an alleged default or breach of warranty may be discharged in whole or in part without consideration by a written waiver or renunciation signed and delivered by the aggrieved party.

(A) If a court as a matter of law finds a lease contract or any clause of a lease contract to have been unconscionable at the time it was made, the court may refuse to enforce the lease contract, may enforce the remainder of the lease contract without the unconscionable clause, o…

(A) A term providing that one party or his successor in interest may accelerate payment or performance or require collateral or additional collateral "at will," "when he deems himself insecure," or in words of similar import shall be construed to mean that he has power to do so o…

(A) A lease contract is not enforceable by way of action or defense unless one of the following applies:(1) The total payments to be made under the lease contract, excluding payments for options to renew or buy, are less than one thousand dollars;(2) There is a writing, signed by…

Terms with respect to which the confirmatory memoranda of the parties agree or that otherwise are set forth in a writing intended by the parties as a final expression of their agreement with respect to the terms that are included in their agreement may not be contradicted by evid…

The affixing of a seal to a writing evidencing a lease contract or an offer to enter into a lease contract does not render the writing a sealed instrument, and the law with respect to sealed instruments does not apply to a lease contract or offer to which a seal has been affixed.

(A) A lease contract may be made in any manner sufficient to show agreement, including conduct by both parties that recognizes the existence of a lease contract.(B) An agreement sufficient to constitute a lease contract may be found although the moment of its making is undetermin…

An offer by a merchant to lease goods to or from another person in a signed writing that by its terms gives assurance it will be held open is not revocable, for lack of consideration, during the time stated or, if no time is stated, for a reasonable time, but in no event may the …

(A) Unless otherwise unambiguously indicated by the language or circumstances, and offer to make a lease contract shall be construed as inviting acceptance in any manner and by any medium reasonable under the circumstances.(B) If the beginning of a requested performance is a reas…

(A) An agreement modifying a lease contract needs no consideration to be binding.(B) A signed lease agreement that excludes modification or rescission except by a signed writing may not be otherwise modified or rescinded, but, except as between merchants, a provision that exclude…

(A) The benefit of a supplier's promises to the lessor under a supply contract and of all express or implied warranties, including those of any third party provided in connection with or as part of the supply contract, extends to the lessee to the extent of the lessee's leasehold…

(A) Express warranties by the lessor are created as follows:(1) Any affirmation of fact or promise made by the lessor to the lessee that relates to the goods and becomes part of the basis of the bargain creates an express warranty that the goods will conform to the affirmation or…

(A) There is in a lease contract a warranty that for the lease term no person holds a claim to or interest in the goods that arose from an act or omission of the lessor, other than a claim by way of infringement or the like, and that will interfere with the lessee's enjoyment of …

(A) Except in a finance lease, a warranty that the goods will be merchantable is implied in a lease contract if the lessor is a merchant with respect to goods of that kind.(B) To be merchantable, goods shall at least satisfy the following:(1) Pass without objection in the trade u…

Except in a finance lease, if the lessor at the time the lease contract is made has reason to know of any particular purpose for which the goods are required and that the lessee is relying on the lessor's skill or judgment to select or furnish suitable goods, there is in the leas…

(A) Words or conduct relevant to the creation of an express warranty and words or conduct tending to negate or limit a warranty shall be construed wherever reasonable as consistent with each other, but, subject to the provisions of section 1310.09 of the Revised Code on parol or …

Express or implied warranties shall be construed as consistent with each other and as cumulative, but, if that construction is unreasonable, the intention of the parties determines which warranty is dominant. In ascertaining that intention, the following rules apply:(A) Exact or …

An express or implied warranty to or for the benefit of a lessee under sections 1310.01 to 1310.78 of the Revised Code extends to any person who reasonably may be expected to use, consume, or be affected by the goods and who is injured by breach of the warranty. The operation of …

Identification of goods as goods to which a lease contract refers may be made at any time and in any manner explicitly agreed to by the parties. In the absence of explicit agreement, identification occurs in one of the following manners:(A) When the lease contract is made, if the…

(A) A lessee obtains an insurable interest when existing goods are identified to the lease contract, even though the goods identified are nonconforming, and the lessee has an option to reject them.(B) If a lessee has an insurable interest only by reason of the lessor's identifica…

(A)(1) As used in this section, "excess wear and use waiver" means a contractual agreement that is part of, or a separate addendum to, a lease agreement for use of a motor vehicle, under which the lessor agrees, with or without a separate charge, to do one or both of the followin…

(A) Except in the case of a finance lease, risk of loss is retained by the lessor and does not pass to the lessee. In the case of a finance lease, risk of loss passes to the lessee.(B) Subject to the provisions of section 1310.27 of the Revised Code on the effect of default on ri…

(A) If risk of loss is to pass to the lessee and the time of passage is not stated, one of the following applies:(1) If a tender or delivery of goods so fails to conform to the lease contract as to give a right of rejection, the risk of their loss remains with the lessor, or, in …

If a lease contract requires goods to be identified when the lease contract is made, and the goods suffer casualty without fault of the lessee, the lessor, or the supplier before delivery, or the goods suffer casualty before risk of loss passes to the lessee pursuant to the lease…

Except as otherwise provided in sections 1310.01 to 1310.78 of the Revised Code, a lease contract is effective and enforceable according to its terms between the parties, against purchasers of the goods, and against creditors of the parties.

Except as otherwise provided in sections 1310.01 to 1310.78 of the Revised Code, those sections apply whether the lessor or a third party has title to the goods and whether the lessor, the lessee, or a third party has possession of the goods, notwithstanding any section of the Re…

(A) As used in this section, "creation of a security interest" includes the sale of a lease contract that is subject to Chapter 1309. of the Revised Code, by reason of division (A)(3) of section 1309.109 of the Revised Code.(B) Except as provided in division (C) of this section a…

(A) Subject to section 1310.31 of the Revised Code, a subsequent lessee from a lessor of goods under an existing lease contract obtains, to the extent of the leasehold interest transferred, the leasehold interest in the goods that the lessor had or had power to transfer and, exce…

(A) Subject to section 1310.31 of the Revised Code, a buyer or sublessee from the lessee of goods under an existing lease contract obtains, to the extent of the interest transferred, the leasehold interest in the goods that the lessee had or had power to transfer and, except as p…

If a person in the ordinary course of his business furnishes services or materials with respect to goods subject to a lease contract, a lien upon those goods in the possession of that person given by a section of the Revised Code, statute of another jurisdiction, or rule of law f…

(A) Except as otherwise provided in section 1310.34 of the Revised Code, a creditor of a lessee takes subject to the lease contract.(B) Except as otherwise provided in division (C) of this section and in sections 1310.34 and 1310.36 of the Revised Code, a creditor of a lessor tak…

(A) A creditor of a lessor in possession of goods subject to a lease contract may treat the lease contract as void if as against the creditor retention of possession by the lessor is fraudulent under any section of the Revised Code, any statute of another jurisdiction, or any rul…

(A) As used in this section:(1) Goods are "fixtures" when they become so related to particular real estate that an interest in them arises under real estate law.(2) A "fixture filing" is the filing, in the office in which a record of a mortgage on the real estate would be filed o…

(A) For purposes of this section, goods are "accessions" when they are installed in or affixed to other goods.(B) The interest of a lessor or a lessee under a lease contract entered into before the goods became accessions is superior to all interests in the whole except as stated…

Nothing in sections 1310.01 to 1310.78 of the Revised Code prevents subordination by agreement by any person entitled to priority.

(A) A lease contract imposes an obligation on each party that the other party's expectation of receiving due performance will not be impaired.(B) If reasonable grounds for insecurity arise with respect to the performance of either party, the insecure party may demand in writing a…

If either party repudiates a lease contract with respect to a performance not yet due under the lease contract, the loss of which performance will substantially impair the value of the lease contract to the other party, the aggrieved party may do any of the following:(A) For a co…

(A) Until the repudiating party's next performance is due, the repudiating party can retract the repudiation unless, since the repudiation, the aggrieved party has canceled the lease contract, materially changed the aggrieved party's position, or otherwise indicated that the aggr…

(A) If, without fault of the lessee, the lessor, and the supplier, the agreed berthing, loading, or unloading facilities fail, the agreed type of carrier becomes unavailable, or the agreed manner of delivery otherwise becomes commercially impracticable, but a commercially reasona…

Subject to the provisions of section 1310.43 of the Revised Code pertaining to substituted performance, the following rules apply:(A) A delay in delivery or nondelivery in whole or in part by a lessor or a supplier who complies with divisions (B) and (C) of this section is not a …

(A) If the lessee receives notification of a material or indefinite delay or of an allocation justified under section 1310.44 of the Revised Code, the lessee, by written notification to the lessor as to any goods involved, and with respect to all of the goods if under an installm…

(A) In the case of a finance lease that is not a consumer lease, the lessee's promises under the lease contract become irrevocable and independent upon the lessee's acceptance of the goods.(B) Both of the following apply to a promise that has become irrevocable and independent un…

(A) Whether the lessor or the lessee is in default under a lease contract is determined by the lease agreement and sections 1310.01 to 1310.78 of the Revised Code. (B) If the lessor or the lessee is in default under the lease contract, the party seeking enforcement has rights and…

Except as otherwise provided in sections 1310.01 to 1310.78 of the Revised Code or the lease agreement, the lessor or lessee in default under the lease contract is not entitled to notice of default or notice of enforcement from the other party to the lease agreement.

(A) Except as otherwise provided in sections 1310.01 to 1310.78 of the Revised Code, the lease agreement may include rights and remedies for default in addition to or in substitution for those provided in sections 1310.01 to 1310.78 of the Revised Code and may limit or alter the …

(A) Damages payable by either party for default or any other act or omission, including indemnity for loss or diminution of anticipated tax benefits or loss or damage to lessor's residual interest, may be liquidated in the lease agreement but only at an amount or by a formula tha…