As Introduced
135th General Assembly
Regular Session H. B. No. 697
2023-2024
Representatives Isaacsohn, Thomas, J.
A BILL
To amend sections 1301.101, 1301.102, 1301.103, 1
1301.104, 1301.105, 1301.106, 1301.201, 2
1301.204, 1301.205, 1301.206, 1301.301, 3
1301.302, 1301.304, 1301.305, 1301.306, 1302.01, 4
1302.02, 1302.04, 1302.05, 1302.06, 1302.08, 5
1302.12, 1303.01, 1303.03, 1303.41, 1303.69, 6
1304.51, 1304.56, 1304.57, 1304.58, 1304.62, 7
1304.63, 1304.65, 1304.66, 1304.72, 1305.03, 8
1305.15, 1307.102, 1307.106, 1308.01, 1308.02, 9
1308.05, 1308.17, 1308.24, 1309.102, 1309.104, 10
1309.105, 1309.203, 1309.204, 1309.207, 11
1309.208, 1309.209, 1309.210, 1309.301, 12
1309.304, 1309.305, 1309.310, 1309.312, 13
1309.313, 1309.314, 1309.316, 1309.317, 14
1309.323, 1309.324, 1309.330, 1309.331, 15
1309.332, 1309.334, 1309.341, 1309.404, 16
1309.406, 1309.408, 1309.509, 1309.513, 17
1309.601, 1309.605, 1309.608, 1309.611, 18
1309.613, 1309.614, 1309.615, 1309.616, 19
1309.619, 1309.620, 1309.621, 1309.624, 20
1309.628, 1310.01, 1310.02, 1310.05, 1310.08, 21
1310.09, 1310.10, 1310.12, 1310.15, and 1311.55 22
and to enact sections 1309.111, 1309.112, 23
1309.113, 1309.343, 1309.344, 1309.345, 24
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As Introduced
1309.346, 1314.101, 1314.102, 1314.103, 25
1314.104, 1314.105, 1314.106, 1314.107, 26
1316.101, 1316.102, 1316.201, 1316.301, 27
1316.302, 1316.303, 1316.304, 1316.305, and 28
1316.306 of the Revised Code to make changes to 29
the Ohio Uniform Commercial Code. 30
BE IT ENACTED BY THE GENERAL ASSEMBLY OF THE STATE OF OHIO:
Section 1. That sections 1301.101, 1301.102, 1301.103, 31
1301.104, 1301.105, 1301.106, 1301.201, 1301.204, 1301.205, 32
1301.206, 1301.301, 1301.302, 1301.304, 1301.305, 1301.306, 33
1302.01, 1302.02, 1302.04, 1302.05, 1302.06, 1302.08, 1302.12, 34
1303.01, 1303.03, 1303.41, 1303.69, 1304.51, 1304.56, 1304.57, 35
1304.58, 1304.62, 1304.63, 1304.65, 1304.66, 1304.72, 1305.03, 36
1305.15, 1307.102, 1307.106, 1308.01, 1308.02, 1308.05, 1308.17, 37
1308.24, 1309.102, 1309.104, 1309.105, 1309.203, 1309.204, 38
1309.207, 1309.208, 1309.209, 1309.210, 1309.301, 1309.304, 39
1309.305, 1309.310, 1309.312, 1309.313, 1309.314, 1309.316, 40
1309.317, 1309.323, 1309.324, 1309.330, 1309.331, 1309.332, 41
1309.334, 1309.341, 1309.404, 1309.406, 1309.408, 1309.509, 42
1309.513, 1309.601, 1309.605, 1309.608, 1309.611, 1309.613, 43
1309.614, 1309.615, 1309.616, 1309.619, 1309.620, 1309.621, 44
1309.624, 1309.628, 1310.01, 1310.02, 1310.05, 1310.08, 1310.09, 45
1310.10, 1310.12, 1310.15, and 1311.55 be amended and sections 46
1309.111, 1309.112, 1309.113, 1309.343, 1309.344, 1309.345, 47
1309.346, 1314.101, 1314.102, 1314.103, 1314.104, 1314.105, 48
1314.106, 1314.107, 1316.101, 1316.102, 1316.201, 1316.301, 49
1316.302, 1316.303, 1316.304, 1316.305, and 1316.306 of the 50
Revised Code be enacted to read as follows: 51
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As Introduced
Sec. 1301.101. Short titles [UCC 1-101] 52
(A) Chapters 1301., 1302., 1303., 1304., 1305., 1307., 53
1308., 1309., and 1310., and 1314. of the Revised Code may be 54
cited as the Uniform Commercial Code. 55
(B) Sections 1301.101 to 1301.310 of the Revised Code may 56
be cited as Uniform Commercial Code – General Provisions. 57
(C) This chapter uses the numbering system of the national 58
conference of commissioners on uniform state laws. The digits to 59
the right of the decimal point are sequential and not 60
supplemental to any preceding Revised Code section. 61
Sec. 1301.102. Scope of Chapter 1301. [UCC 1-102] 62
Sections 1301.101 to 1301.310 of the Revised Code apply to 63
a transaction to the extent that it is governed by Chapter 64
1302., 1303., 1304., 1305., 1307., 1308., 1309., or 1310., or 65
1314. of the Revised Code. 66
Sec. 1301.103. Construction of Uniform Commercial Code to 67
promote its purposes and policies; applicability of supplemental 68
principles of law [UCC 1-103] 69
(A) Chapters 1301., 1302., 1303., 1304, 1305., 1307., 70
1308., 1309., and 1310., and 1314. of the Revised Code must be 71
liberally construed and applied to promote their underlying 72
purposes and policies, which are: 73
(1) To simplify, clarify, and modernize the law governing 74
commercial transactions; 75
(2) To permit the continued expansion of commercial 76
practices through custom, usage, and agreement of the parties; 77
and 78
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As Introduced
(3) To make uniform the law among the various 79
jurisdictions. 80
(B) Unless displaced by the particular provisions of 81
Chapters 1301., 1302., 1303., 1304., 1305., 1307., 1308., 1309., 82
and 1310., and 1314. of the Revised Code, the principles of law 83
and equity, including the law merchant and the law relative to 84
capacity to contract, principal and agent, estoppel, fraud, 85
misrepresentation, duress, coercion, mistake, bankruptcy, and 86
other validating or invalidating cause supplement their 87
provisions. 88
Sec. 1301.104. Construction against implied repeal [UCC 1- 89
104] 90
Chapters 1301., 1302., 1303., 1304., 1305., 1307., 1308., 91
1309., and 1310., and 1314. of the Revised Code being a general 92
act intended as a unified coverage of its subject matter, no 93
part of it shall be deemed to be impliedly repealed by 94
subsequent legislation if such construction can reasonably be 95
avoided. 96
Sec. 1301.105. Severability [UCC 1-105] 97
If any provision or clause of Chapter 1301., 1302., 1303., 98
1304., 1305., 1307., 1308., 1309., or 1310., or 1314. of the 99
Revised Code or its application to any person or circumstance is 100
held invalid, the invalidity does not affect other provisions or 101
applications of Chapter 1301., 1302., 1303., 1304., 1305., 102
1307., 1308., 1309., or 1310., or 1314. of the Revised Code 103
which can be given effect without the invalid provision or 104
application, and to this end the provisions of Chapter 1301., 105
1302., 1303., 1304., 1305., 1307., 1308., 1309., or 1310., or 106
1314. of the Revised Code are severable. 107
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As Introduced
Sec. 1301.106. Use of singular and plural; gender [UCC 1- 108
106] 109
In Chapters 1301., 1302., 1303., 1304., 1305., 1307., 110
1308., 1309., and 1310., and 1314. of the Revised Code, unless 111
the statutory context otherwise requires: 112
(A) Words in the singular number include the plural, and 113
those in the plural include the singular; and 114
(B) Words of any gender also refer to any other gender. 115
Sec. 1301.201. General definitions [UCC 1-201] 116
(A) Unless the context otherwise requires, words or 117
phrases defined in this section, or in the additional 118
definitions contained in Chapter 1301., 1302., 1303., 1304., 119
1305., 1307., 1308., 1309., or 1310., or 1314. of the Revised 120
Code, that apply to particular chapters or sections therein, 121
have the meanings stated. 122
(B) Subject to definitions contained in Chapter 1301., 123
1302., 1303., 1304., 1305., 1307., 1308., 1309., or 1310., or 124
1314. of the Revised Code, that apply to particular chapters or 125
sections therein: 126
(1) "Action", in the sense of a judicial proceeding, 127
includes recoupment, counterclaim, set-off, suit in equity, and 128
any other proceeding in which rights are determined. 129
(2) "Aggrieved party" means a party entitled to pursue a 130
remedy. 131
(3) "Agreement", as distinguished from "contract", means 132
the bargain of the parties in fact, as found in their language 133
or inferred from other circumstances, including course of 134
performance, course of dealing, or usage of trade as provided in 135
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As Introduced
section 1301.303 of the Revised Code. 136
(4) "Bank" means a person engaged in the business of 137
banking and includes a savings bank, savings and loan 138
association, credit union, and trust company. 139
(5) "Bearer" means a person in control of a negotiable 140
electronic document of title or a person in possession of a 141
negotiable instrument, negotiable tangible document of title, or 142
certificated security that is payable to bearer or indorsed in 143
blank. 144
(6) "Bill of lading" means a document of title evidencing 145
the receipt of goods for shipment issued by a person engaged in 146
the business of directly or indirectly transporting or 147
forwarding goods. The term does not include a warehouse receipt. 148
(7) "Branch" includes a separately incorporated foreign 149
branch of a bank. 150
(8) "Burden of establishing" a fact means the burden of 151
persuading the trier of fact that the existence of the fact is 152
more probable than its nonexistence. 153
(9) "Buyer in ordinary course of business" means a person 154
that buys goods in good faith, without knowledge that the sale 155
violates the rights of another person in the goods, and in the 156
ordinary course from a person, other than a pawnbroker, in the 157
business of selling goods of that kind. A person buys goods in 158
the ordinary course if the sale to the person comports with the 159
usual or customary practices in the kind of business in which 160
the seller is engaged or with the seller's own usual or 161
customary practices. A person that sells oil, gas, or other 162
minerals at the wellhead or minehead is a person in the business 163
of selling goods of that kind. A buyer in ordinary course of 164
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business may buy for cash, by exchange of other property, or on 165
secured or unsecured credit, and may acquire goods or documents 166
of title under a preexisting contract for sale. Only a buyer 167
that takes possession of the goods or has a right to recover the 168
goods from the seller under Chapter 1302. of the Revised Code 169
may be a buyer in ordinary course of business. "Buyer in 170
ordinary course of business" does not include a person that 171
acquires goods in a transfer in bulk or as security for or in 172
total or partial satisfaction of a money debt. 173
(10) "Conspicuous", with reference to a term, means so 174
written, displayed, or presented that, based on the totality of 175
the circumstances, a reasonable person against which it is to 176
operate ought to have noticed it. Whether a term is 177
"conspicuous" or not is for decision by the court. Conspicuous 178
terms include the following: 179
(a) A heading in capitals equal to or greater in size than 180
the surrounding text, or in contrasting type, font, or color to 181
the surrounding text of the same or lesser size; and 182
(b) Language in the body of a record or display in larger 183
type than the surrounding text, or in contrasting type, font, or 184
color to the surrounding text of the same size, or set off from 185
surrounding text of the same size by symbols or other marks that 186
call attention to the language. 187
(11) "Consumer" means an individual who enters into a 188
transaction primarily for personal, family, or household 189
purposes. 190
(12) "Contract", as distinguished from "agreement", means 191
the total legal obligation that results from the parties' 192
agreement as determined by Chapters 1301., 1302., 1303., 1304., 193
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As Introduced
1305., 1307., 1308., 1309., and 1310., and 1314. of the Revised 194
Code as supplemented by any other applicable laws. 195
(13) "Creditor" includes a general creditor, a secured 196
creditor, a lien creditor, and any representative of creditors, 197
including an assignee for the benefit of creditors, a trustee in 198
bankruptcy, a receiver in equity, and an executor or 199
administrator of an insolvent debtor's or assignor's estate. 200
(14) "Defendant" includes a person in the position of 201
defendant in a counterclaim, cross-claim, or third-party claim. 202
(15) "Delivery" with respect to an electronic document of 203
title, means voluntary transfer of control and, with respect to 204
an instrument, a tangible document of title, or an authoritative 205
tangible copy of a record evidencing chattel paper, means 206
voluntary transfer of possession. 207
(16) "Document of title" means a record (i) that in the 208
regular course of business or financing is treated as adequately 209
evidencing that the person in possession or control of the 210
record is entitled to receive, control, hold, and dispose of the 211
record and the goods the record covers and (ii) that purports to 212
be issued by or addressed to a bailee and to cover goods in the 213
bailee's possession which are either identified or are fungible 214
portions of an identified mass. The term includes a bill of 215
lading, transport document, dock warrant, dock receipt, 216
warehouse receipt, and order for delivery of goods. An 217
electronic document of title means a document of title evidenced 218
by a record consisting of information stored in an electronic 219
medium. A tangible document of title means a document of title 220
evidenced by a record consisting of information that is 221
insc