Title 13, Title 13. Commercial Transactions

(A) The parties may determine by agreement the standards measuring the fulfillment of the rights of a debtor or obligor and the duties of a secured party under section 1309.602 of the Revised Code if the standards are not manifestly unreasonable.(B) Division (A) of this section d…

(A) If a security agreement covers both personal and real property, a secured party may proceed:(1) Under sections 1309.601 to 1309.628 of the Revised Code as to the personal property without prejudicing any rights with respect to the real property; or(2) As to both the personal …

A secured party does not owe a duty based on its status as secured party:(A) To a person who is a debtor or obligor, unless the secured party knows:(1) That the person is a debtor or obligor;(2) The identity of the person; and(3) How to communicate with the person; or(B) To a sec…

For purposes of sections 1309.601 to 1309.628 of the Revised Code, a default occurs in connection with an agricultural lien at the time the secured party becomes entitled to enforce the lien in accordance with the statute under which it was created.

(A) If so agreed, and in any event after default, a secured party: (1) May notify an account debtor or other person obligated on collateral to make payment or otherwise render performance to or for the benefit of the secured party;(2) May take any proceeds to which the secured pa…

(A) If a security interest or agricultural lien secures payment or performance of an obligation, the following rules apply:(1) A secured party shall apply or pay over for application the cash proceeds of collection or enforcement under section 1309.607 of the Revised Code in the …

(A) After default, a secured party:(1) May take possession of the collateral; and(2) Without removal, may render equipment unusable and dispose of collateral on a debtor's premises under section 1309.610 of the Revised Code.(B) A secured party may act under division (A) of this s…

(A) After default, a secured party may sell, lease, license, or otherwise dispose of any or all of the collateral in its present condition or following any commercially reasonable preparation or processing.(B) Every aspect of a disposition of collateral, including the method, man…

(A) As used in this section, "notification date" means the earlier of the date on which:(1) A secured party sends to the debtor and any secondary obligor an authenticated notification of disposition. or(2) The debtor and any secondary obligor waive the right to notification.(B) E…

(A) Except as otherwise provided in division (B) of this section, whether a notification is sent within a reasonable time is a question of fact.(B) A notification of disposition sent after default and ten days or more before the earliest time of disposition set forth in the notif…

(A) Except in a consumer-goods transaction, all of the following rules apply to a notification of disposition of collateral and to a disposition of collateral:(1) The contents of a notification of disposition are sufficient if the notification:(a) Describes the debtor and the sec…

(A) In a consumer-goods transaction, the following rules apply:(1) A notification of disposition must provide all of the following information:(a) The information specified in division (A)(1) of section 1309.613 of the Revised Code;(b) A description of any liability for a deficie…

(A) A secured party shall apply or pay over for application the cash proceeds of disposition under section 1309.610 of the Revised Code in the following order to:(1) The reasonable expenses of retaking, holding, preparing for disposition, processing, and disposing, and, to the ex…

(A) As used in this section:(1) "Explanation" means a writing that:(a) States the amount of the surplus or deficiency;(b) Provides an explanation in accordance with division (C) of this section of how the secured party calculated the surplus or deficiency;(c) States, if applicabl…

(A) A secured party's disposition of collateral after default:(1) Transfers to a transferee for value all of the debtor's rights in the collateral;(2) Discharges the security interest under which the disposition is made; and(3) Discharges any subordinate security interest or othe…

(A) A secondary obligor acquires the rights and becomes obligated to perform the duties of the secured party after the secondary obligor:(1) Receives an assignment of a secured obligation from the secured party;(2) Receives a transfer of collateral from the secured party and agre…

(A) As used in this section, "transfer statement" means a record authenticated by a secured party that states:(1) The debtor has defaulted in connection with an obligation secured by specified collateral;(2) The secured party has exercised its post-default remedies with respect t…

(A) Except as otherwise provided in division (G) of this section, a secured party may accept collateral in full or partial satisfaction of the obligation it secures only if:(1) The debtor consents to the acceptance under division (C) of this section;(2) The secured party, within …

(A) A secured party who desires to accept collateral in full or partial satisfaction of the obligation it secures shall send its proposal to:(1) Any person from whom the secured party has received, before the debtor consented to the acceptance, an authenticated notification of a …

(A) A secured party's acceptance of collateral in full or partial satisfaction of the obligation it secures:(1) Discharges the obligation to the extent consented to by the debtor;(2) Transfers to the secured party all of a debtor's rights in the collateral;(3) Discharges the secu…

(A) A debtor, any secondary obligor, or any other secured party or lienholder may redeem collateral.(B) To redeem collateral, a person shall tender:(1) Fulfillment of all obligations secured by the collateral; and(2) The reasonable expenses and attorney's fees described in divisi…

(A) A debtor or secondary obligor may waive the right to notification of disposition of collateral under section 1309.611 of the Revised Code only by an agreement to that effect entered into and authenticated after default.(B) A debtor may waive the right to require disposition o…

(A) If it is established that a secured party is not proceeding in accordance with this chapter, a court may order or restrain collection, enforcement, or disposition of collateral on appropriate terms and conditions.(B) Subject to divisions (C), (D), and (F) of this section, a p…

In an action arising from a transaction in which the amount of a deficiency or surplus is in issue, the following rules apply:(A) A secured party is not required to prove compliance with sections 1309.601 to 1309.628 of the Revised Code relating to collection, enforcement, dispos…

(A) The fact that a greater amount could have been obtained by a collection, enforcement, disposition, or acceptance at a different time or in a different method from that selected by the secured party is not of itself sufficient to preclude the secured party from establishing th…

(A) Unless a secured party knows that a person is a debtor or obligor, knows the identity of the person, and knows how to communicate with the person:(1) The secured party is not liable to the person, or to a secured party or lienholder that has filed a financing statement agains…

(A) Except as otherwise provided in this chapter, this chapter applies to a transaction or lien within the scope of this chapter even if the transaction or lien was entered into or created before July 1, 2001. (B) Except as otherwise provided in division (C) of this section and s…

(A) A security interest that is enforceable immediately before July 1, 2001, and that would have priority over the rights of a person who becomes a lien creditor at that time is a perfected security interest under this chapter if, on July 1, 2001, the applicable requirements for …

A security interest that is enforceable immediately before July 1, 2001, but that would be subordinate to the rights of a person that becomes a lien creditor at that time: (A) Remains an enforceable security interest until July 1, 2002;(B) Remains enforceable after July 1, 2002, …

(A) If action, other than the filing of a financing statement, is taken before July 1, 2001, and if the action would have resulted in priority of a security interest over the rights of a person who becomes a lien creditor had the security interest become enforceable before that d…

(A) The filing of an initial financing statement in the office specified in section 1309.501 of the Revised Code continues the effectiveness of a financing statement filed before July 1, 2001, if: (1) The filing of an initial financing statement in that office would be effective …

(A) As used in this section, "pre-effective-date financing statement" means a financing statement filed before July 1, 2001. (B) On or after July 1, 2001, a person may add or delete collateral covered by, continue or terminate the effectiveness of, or otherwise amend the informat…

A person may file an initial financing statement or a continuation statement under this section if: (A) The secured party of record authorizes the filing; and(B) The filing is necessary under this section:(1) To continue the effectiveness of a financing statement filed before Jul…

(A) This chapter determines the priority of conflicting claims to collateral. However, if the relative priorities of the claims were established before July 1, 2001, the law in effect at the time the priorities of the claims were established determines priority. (B) For purposes …

(A) As used in sections 1310.01 to 1310.78 of the Revised Code, unless the context otherwise requires: (1) "Buyer in ordinary course of business" means a person who in good faith and without knowledge that the sale to the person is in violation of the ownership rights or security…

(A) Sections 1310.01 to 1310.78 of the Revised Code apply to any transaction, regardless of form, that creates a lease.(B)(1) A lease, although subject to sections 1310.01 to 1310.78 of the Revised Code, is also subject to Chapter 1548., 4505., or 4585. of the Revised Code, any a…

Subject to the provisions of division (C) of section 1310.32 and division (C) of section 1310.33 of the Revised Code, with respect to goods covered by a certificate of title issued under Chapter 1548., 4505., or 4585. of the Revised Code or the certificate of title law of another…

(A) If the law chosen by the parties to a consumer lease is that of a jurisdiction other than a jurisdiction in which the lessee resides at the time the lease agreement becomes enforceable or resides within thirty days after the lease agreement becomes enforceable or in which the…

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 …