Ohio Rev. Code » Chapter 1707 - Ohio Revised Code | Ohio Laws

Ohio Rev. Code § 1707.41

Civil liability of seller for fraud

Find cases: SyfertCases citing this section ORCcodes.ohio.gov (official) Justiaon Justia CornellLII Search CasesGoogle Scholar
Effective:
September 16, 2003
Latest Legislation:
House Bill 7 - 125th General Assembly
PDF:
Download Authenticated PDF
 

(A) In addition to the other liabilities imposed by law, any person that, by a written or printed circular, prospectus, or advertisement, offers any security for sale, or receives the profits accruing from such sale, is liable, to any person that purchased the security relying on the circular, prospectus, or advertisement, for the loss or damage sustained by the relying person by reason of the falsity of any material statement contained therein or for the omission of material facts, unless the offeror or person that receives the profits establishes that the offeror or person had no knowledge of the publication prior to the transaction complained of, or had just and reasonable grounds to believe the statement to be true or the omitted facts to be not material.

(B)(1) Whenever a corporation is liable as described in division (A) of this section, each director of the corporation is likewise liable unless the director shows that the director had no knowledge of the publication complained of, or had just and reasonable grounds to believe the statement therein to be true or the omission of facts to be not material.

(2) Any director, upon the payment by the director of a judgment so obtained against the director, shall be subrograted to the rights of the plaintiff against the corporation, and shall have the right of contribution for the payment of the judgment against the director's fellow directors as would be individually liable under this section.

(C) For purposes of this section, lack of reasonable diligence in ascertaining the fact of a publication or the falsity of any statement contained in it or of the omission of a material fact shall be deemed knowledge of the publication and of the falsity of any untrue statement in it or of the omission of material facts.

(D) No action brought against any director, based upon the liability imposed by this section, shall be brought unless it is brought within two years after the plaintiff knew, or had reason to know, of the facts by reason of which the actions of the person or the director were unlawful, or within five years after the purchase of the securities, whichever is the shorter period, or, in the case of an action to enforce a right of contribution under this section, the action is brought within two years after the payment of the judgment for which contribution is sought.
Notes of Decisions
Cited in 42 cases (4 in the last 5 years), 1964–2025 · leading case: Federated Management Co. v. Coopers & Lybrand
Sort: Relevance Newest Treatment
Federated Management Co. v. Coopers & Lybrand (2000) ohioctapp · cites it 40× “The plaintiffs asserted the following claims against each defendant: violation of R.C. 1707.41, violation of R.C. 1707.43, common-law fraud, aiding and abetting common-law fraud, negligent misrepresentation, breach of fiduciary duty/acting in concert, negligence, violations of…”
In Re National Century Financial Enterprises, Inc. (2007) ohsd · cites it 27× “§§ 78j(b) & 78t(a), and under the Blue Sky laws of Ohio and New Jersey, Ohio Rev. Code §§ 1707.41 & 1707.43, N.”
Pharos Capital Partners, L.P. v. Deloitte & Touche, L.L.P. (2012) ohsd · cites it 27× “Ohio Revised Code Section 1707.41 The Ohio Securities Act provides, [A]ny person that, by a written or printed circular, prospectus, or advertisement, offers any security for sale, or receives the profits accruing from such sale, is liable, to any person that purchased the…”
Hawes v. Downing Health Technologies, L.L.C. (2022) ohioctapp · cites it 9× “The trial court erred in simultaneously awarding the Appellee recovery under both R.C. 1707.41 and R.C. 1707.43. 2 Shaut’s appeal challenges the trial court’s decision on all of Hawes’s claims except for violation of the Prompt Pay Act, R.”
Baker v. Conlan (1990) ohioctapp · cites it 9× “Similarly, any elements of statutory fraud under R.C. 1707.41 not directly stated in the complaint, such as the identity of the offeror, are fairly susceptible to the inference that evidence of such elements would be adduced at trial.”
Ohio Police & Fire Pension Fund v. Standard & Poor's Financial Services, LLC (2011) ohsd · cites it 16× “Accordingly, the Ohio Funds’ claim under O.R.C. § 1707.41 is dismissed. B.”
In Re National Century Financial Enterprises, Inc., Investment Litigation (2007) ohsd · cites it 8× “, Ohio Rev.Code § 1707.41(A) (primary liability), § 1707.”
Byrley v. Nationwide Life Insurance (1994) ohioctapp · cites it 9× “ve Byrley financial advice; (3) that the defendants fraudulently concealed information regarding financial investments; (4) that defendants’ actions constitute churning because they induced her to transfer funds between investments solely for the purpose of gaining commissions;…”
Ohio Bureau of Workers' Compensation v. MDL Active Duration Fund, Ltd. (2007) ohsd · cites it 6× “1976), in which the court stated that an action under § 1707.41 required either knowledge of the falsity of the representation or lack of diligence in ascertaining its truth or falsity on the part of the seller.”
Ohio Police & Fire Pension Fund v. Standard & Poor's Financial Services LLC (2012) ca6 · cites it 3× “The complaint contains three counts: (1) common-law negligent misrepresentation; (2) violation of Ohio Rev.Code § 1707.41; and (3) violation of Ohio Rev.”
In Re National Century Financial Enterprises, Inc., Investment Litigation (2010) ohsd · cites it 7× “19 (licensing); §§ 1707.41, 1707.44 (proscribing fraud). Courts have liberally construed the Act to effectuate its remedial purpose.”
In Re National Century Financial Enterprises, Inc. (2008) ohsd · cites it 4× “See Ohio Rev.Code § 1707.41; Federated Mgmt.”
Show all 42 citing cases →
— Ohio Rev. Code § 1707.41(A) — 12 cases
In Re National Century Financial Enterprises, Inc., Investment Litigation (2007) ohsd “, Ohio Rev.Code § 1707.41(A) (primary liability), § 1707.”
In Re National Century Financial Enterprises, Inc. (2007) ohsd “§§ 78j(b) & 78t(a), and under the Blue Sky laws of Ohio and New Jersey, Ohio Rev. Code §§ 1707.41 & 1707.43, N.”
In Re National Century Financial Enterprises, Inc., Investment Litigation (2010) ohsd “19 (licensing); §§ 1707.41, 1707.44 (proscribing fraud). Courts have liberally construed the Act to effectuate its remedial purpose.”
Pharos Capital Partners, L.P. v. Deloitte & Touche, L.L.P. (2012) ohsd “Ohio Revised Code Section 1707.41 The Ohio Securities Act provides, [A]ny person that, by a written or printed circular, prospectus, or advertisement, offers any security for sale, or receives the profits accruing from such sale, is liable, to any person that purchased the…”
Ohio Police & Fire Pension Fund v. Standard & Poor's Financial Services LLC (2012) ca6 “The complaint contains three counts: (1) common-law negligent misrepresentation; (2) violation of Ohio Rev.Code § 1707.41; and (3) violation of Ohio Rev.”
— Ohio Rev. Code § 1707.41(B)(1) — 2 cases
In Re National Century Financial Enterprises, Inc. (2007) ohsd “§§ 78j(b) & 78t(a), and under the Blue Sky laws of Ohio and New Jersey, Ohio Rev. Code §§ 1707.41 & 1707.43, N.”
BARBEE v. AMIRA NATURE FOODS, LTD. (2025) njd
— Ohio Rev. Code § 1707.41(C) — 1 case
In Re National Century Financial Enterprises, Inc. (2007) ohsd “§§ 78j(b) & 78t(a), and under the Blue Sky laws of Ohio and New Jersey, Ohio Rev. Code §§ 1707.41 & 1707.43, N.”
— Ohio Rev. Code § 1707.41(D) — 1 case
Kelley v. Ferraro (2010) ohioctapp
— Ohio Rev. Code § 1707.41(a) — 1 case
Chen v. GSC Opportunities, L.P. (2021) ohsd
Annotations are extracted automatically from the opinions in the Syfert caselaw corpus and ranked by authority, recency, and treatment. Dots show Syfertize treatment of the citing case itself.