Ohio Revised Code

Ohio Rev. Code § 1707.43 (2026)

Remedies of purchaser in unlawful sale

✓ current as of May 2026
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(A) Subject to divisions (B) and (C) of this section, every sale or contract for sale made in violation of Chapter 1707. of the Revised Code, is voidable at the election of the purchaser. The person making such sale or contract for sale, and every person that has participated in or aided the seller in any way in making such sale or contract for sale, are jointly and severally liable to the purchaser, in an action at law in any court of competent jurisdiction, upon tender to the seller of the securities sold or of the contract made, for the full amount paid by the purchaser and for all taxable court costs, unless the court determines that the violation did not materially affect the protection contemplated by the violated provision.

(B) No action for the recovery of the purchase price as provided for in this section, and no other action for any recovery based upon or arising out of a sale or contract for sale made in violation of Chapter 1707. of the Revised Code, shall be brought more than two years after the plaintiff knew, or had reason to know, of the facts by reason of which the actions of the person or director were unlawful, or more than five years from the date of such sale or contract for sale, whichever is the shorter period.

(C) No purchaser is entitled to the benefit of this section who has failed to accept, within thirty days from the date of such offer, an offer in writing made after two weeks from the date of the sale or contract of sale, by the seller or by any person that has participated in or aided the seller in any way in making the sale or contract of sale, to take back the security in question and to refund the full amount paid by the purchaser.

Last updated August 9, 2023 at 3:04 PM

Notes of Decisions
Cited in 100 cases (8 in the last 5 years), 1959–2026 · leading case: In Re Nat'l Century Fin. Enter., Inc., Inv. Litig., 755 F. Supp. 2d 857 (S.D. Ohio 2010).
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In Re Nat'l Century Fin. Enter., Inc., Inv. Litig., 755 F. Supp. 2d 857 (S.D. Ohio 2010). · cites it 47× “Their claims under O.R.C. § 1707.43 arise from their alleged reliance upon misrepresentations made to them when they purchased NPF notes.”
Federated Mgmt. Co. v. Coopers & Lybrand, 738 N.E.2d 842 (Ohio Ct. App. 2000). · cites it 29× “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 Sections 11 and 15 of the Securities Act of 1933, violations of Section 12(2) of the…”
Helman v. Epl Prolong, Inc., 743 N.E.2d 484 (Ohio Ct. App. 2000). · cites it 17× “The court granted the motion due to the expiration of statutes of limitations contained in R.C. 1707.43, 2305.09, 1334.10(C), and 1336.”
In Re Nat'l Century Fin. Enter., Inc., 504 F. Supp. 2d 287 (S.D. Ohio 2007). · cites it 16× “And one Ohio court of appeals, though not directly confronting the issue of whether the Ohio statute applies to private offerings, held that preparing a private placement memorandum, which was distributed to prospective investors, could subject one to liability under O.R.C. §…”
Lopardo v. Lehman Bros., Inc., 548 F. Supp. 2d 450 (N.D. Ohio 2008). · cites it 22× “For claims brought prior to September 16, 2003, section 1707.43 of the Ohio Revised Code provides: No action for the recovery of the purchase price [based on a violation of the Ohio securities laws], and no other action for any recovery based upon or arising out of a sale or…”
In Re Keithley Instruments, Inc., Derivative Litig., 599 F. Supp. 2d 875 (N.D. Ohio 2008). · cites it 19× “The district court concluded that all of the plaintiffs state law claims arose from the sale of securities, and therefore were subject to the provisions of § 1707.43. Id. at 935. The court in Anstaett reasoned that “Ohio courts have been fairly consistent in their *905 approach…”
Stuckey v. Online Resources Corp., 819 F. Supp. 2d 673 (S.D. Ohio 2011). · cites it 14× “The defendant moved to dismiss, arguing in part that the purchaser was precluded from relief under Ohio R.C. § 1707.43 because he was unable to tender to defendant the *690 shares at issue.”
Wyser-Pratte Mgmt. Co., Inc. v. Telxon Corp., Pricewaterhousecoopers, LLP, 413 F.3d 553 (6th Cir. 2005). · cites it 5× “As such, WPMC’s appeal is limited to the portion of the district court’s June 4, 2003 Order dismissing the state law fraud claims as barred by the applicable two-year statute of limitations. WPMC argues that it was error for the district court to find, as a matter of law, that…”
Baker v. Pfeifer, 940 F. Supp. 1168 (S.D. Ohio 1996). · cites it 17× “Ohio R.C. § 1707.43. Defendants argue that § 1707.”
W. & S. Life Ins. v. JPMorgan Chase Bank, N.A., 54 F. Supp. 3d 888 (S.D. Ohio 2014). · cites it 18× “Repayment pursuant to the Ohio Securities Act, O.R.C. § 1707.43, (id. at PagelD 5009); 6.”
McGraw v. Liberty Airlines, Inc. (In Re Bell & Beckwith), 89 B.R. 632 (Bankr. N.D. Ohio 1988). · cites it 22× “Accordingly, the Trustee has been unable to tender the shares back to the Defendants as required by O.R.C. § 1707.43. On or about April 30, 1983, Attorney Frank J.”
Hater v. Gradison Div. of McDonald & Co., 655 N.E.2d 189 (Ohio Ct. App. 1995). · cites it 12× “C-840219, unreported, 1985 WL 9294 , found that these claims arose from the sales of securities and were hence governed by the statute of limitations contained in R.C. 1707.43. This section provides that: “No action for the recovery of the purchase price as provided for in this…”
Show all 100 citing cases →
— Ohio Rev. Code § 1707.43(A) — 29 cases
In Re Nat'l Century Fin. Enter., Inc., Inv. Litig., 755 F. Supp. 2d 857 (S.D. Ohio 2010). “Their claims under O.R.C. § 1707.43 arise from their alleged reliance upon misrepresentations made to them when they purchased NPF notes.”
In Re Nat'l Century Fin. Enter., Inc., 504 F. Supp. 2d 287 (S.D. Ohio 2007). “And one Ohio court of appeals, though not directly confronting the issue of whether the Ohio statute applies to private offerings, held that preparing a private placement memorandum, which was distributed to prospective investors, could subject one to liability under O.R.C. §…”
Stuckey v. Online Resources Corp., 819 F. Supp. 2d 673 (S.D. Ohio 2011). “The defendant moved to dismiss, arguing in part that the purchaser was precluded from relief under Ohio R.C. § 1707.43 because he was unable to tender to defendant the *690 shares at issue.”
Ohio Police & Fire Pension Fund v. Stand. & Poor's Fin. Servs. LLC, 700 F.3d 829 (6th Cir. 2012).
Frost v. Civiello (In Re Civiello), 348 B.R. 459 (Bankr. N.D. Ohio 2006).
— Ohio Rev. Code § 1707.43(B) — 21 cases
Wyser-Pratte Mgmt. Co., Inc. v. Telxon Corp., Pricewaterhousecoopers, LLP, 413 F.3d 553 (6th Cir. 2005). “As such, WPMC’s appeal is limited to the portion of the district court’s June 4, 2003 Order dismissing the state law fraud claims as barred by the applicable two-year statute of limitations. WPMC argues that it was error for the district court to find, as a matter of law, that…”
W. & S. Life Ins. v. JPMorgan Chase Bank, N.A., 54 F. Supp. 3d 888 (S.D. Ohio 2014). “Repayment pursuant to the Ohio Securities Act, O.R.C. § 1707.43, (id. at PagelD 5009); 6.”
Lopardo v. Lehman Bros., Inc., 548 F. Supp. 2d 450 (N.D. Ohio 2008). “For claims brought prior to September 16, 2003, section 1707.43 of the Ohio Revised Code provides: No action for the recovery of the purchase price [based on a violation of the Ohio securities laws], and no other action for any recovery based upon or arising out of a sale or…”
In Re Nat'l Century Fin. Enter., Inc., Inv. Litig., 755 F. Supp. 2d 857 (S.D. Ohio 2010). “Their claims under O.R.C. § 1707.43 arise from their alleged reliance upon misrepresentations made to them when they purchased NPF notes.”
In Re Keithley Instruments, Inc., Derivative Litig., 599 F. Supp. 2d 875 (N.D. Ohio 2008). “The district court concluded that all of the plaintiffs state law claims arose from the sale of securities, and therefore were subject to the provisions of § 1707.43. Id. at 935. The court in Anstaett reasoned that “Ohio courts have been fairly consistent in their *905 approach…”
— Ohio Rev. Code § 1707.43(B)(2002) — 1 case
Lopardo v. Lehman Bros., Inc., 548 F. Supp. 2d 450 (N.D. Ohio 2008). “For claims brought prior to September 16, 2003, section 1707.43 of the Ohio Revised Code provides: No action for the recovery of the purchase price [based on a violation of the Ohio securities laws], and no other action for any recovery based upon or arising out of a sale or…”
— Ohio Rev. Code § 1707.43(C) — 1 case
Perrysburg Twp. v. Rossford Arena Amphitheater Auth., 888 N.E.2d 440 (Ohio Ct. App. 2008).
— Ohio Rev. Code § 1707.43(a) — 1 case
Boyd v. Kingdom Trust Co., 221 F. Supp. 3d 975 (S.D. Ohio 2016).
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