Valentine Act: Prohibitions, Penalties, and Exemptions

The Ohio Valentine Act is the state’s antitrust law, codified in Chapter 1331 of the Ohio Revised Code. Enacted in 1898, it bans agreements between competitors that fix prices, divide markets, restrict output, or rig bids, and it backs that ban with felony criminal charges, $500-per-day civil forfeitures, and private lawsuits that recover triple the actual damages suffered.¹

What the Act Prohibits

The statute is built around the concept of a “trust.” Ohio defines a trust as any combination of effort, money, or action by two or more people designed to restrict trade, limit production, or prevent competition in the sale or purchase of goods and services.¹ The definition is intentionally broad. It reaches price-fixing between competitors, geographic market division, and output restrictions meant to inflate prices artificially. Every such trust is declared “unlawful and void.”

Section 1331.04 makes participation in any trust a criminal offense called “conspiracy against trade.” The prohibition does not just reach the people who devise the scheme. It also applies to anyone who carries out the agreed-upon prices or rates, manages the operation, or furnishes information to help it succeed. Each day the violation continues counts as a separate offense.²

A separate provision targets monopolistic control more directly. Section 1331.02 prohibits issuing or holding trust certificates and bars any agreement that places management of a product or service in the hands of a trustee with the intent to fix prices, suppress production, or boycott another party. The boycott language specifically includes refusing to deal with someone because they appear on a blacklist issued by a foreign corporate or governmental entity.³

Bid rigging on public contracts is covered explicitly. A combination by two or more bidders to suppress competition in the awarding of any government contract falls squarely within the definition of a trust, and it triggers enhanced criminal penalties.¹

Who the Law Reaches

The Valentine Act applies to corporations formed under Ohio law and to foreign corporations doing business in the state. A company incorporated elsewhere gets no special treatment. The law also covers partnerships, associations, and individual people, so participants cannot hide behind an informal business structure.¹ For purposes of the bid-rigging provisions, the definition of “person” extends further to include foreign governmental entities.

Criminal Penalties

Conspiracy against trade under Section 1331.04 is a fifth-degree felony, punishable by a prison term of six to twelve months.⁴⁵ The charge escalates to a fourth-degree felony, carrying six to eighteen months in prison, when any of these conditions apply:

The amount involved is $7,500 or more.
The conspiracy relates to a contract with a local, state, or federal government entity.
The contract or sale involves government funding in whole or in part.

The government-contract enhancement is where bid-rigging cases usually land. Rigging bids on a school construction project or a state highway contract draws fourth-degree felony exposure almost by default, since government contracts routinely exceed $7,500 and involve a government entity by definition.⁴

Violations of Section 1331.02, the monopolistic-control provision, are also fifth-degree felonies. Other provisions in the chapter carry misdemeanor penalties. A violation of Section 1331.16(L) is a first-degree misdemeanor, with up to 180 days in jail. A violation of Section 1331.15 is a second-degree misdemeanor, with up to 90 days.⁴⁶

Civil Forfeitures and Voided Contracts

On top of criminal charges, anyone violating Sections 1331.01 through 1331.14 owes the state a civil forfeiture of $500 for each day the violation continues after the Attorney General or a county prosecutor gives notice. The daily clock runs until the conduct stops, so a price-fixing arrangement that persists for months after a warning quickly produces six-figure exposure. The forfeiture goes to the state’s general revenue fund.⁷

Any agreement that violates the Valentine Act is void as a matter of law. Courts will not enforce a contract born out of an illegal trust, so participants cannot sue each other to make the anticompetitive deal stick.

Private Lawsuits and Treble Damages

One of the most powerful features of the Act is the private right of action. Any person injured in their business or property by a Valentine Act violation can sue in any Ohio court with jurisdiction, regardless of the amount in controversy. A successful plaintiff recovers treble damages (three times the actual harm) plus the costs of the lawsuit.⁸ A small business that lost $200,000 in revenue because competitors colluded to freeze it out of a market can pursue $600,000 in damages. Courts can bring in additional defendants if justice requires it, even if those parties were not named in the original complaint and live in a different county.

Who Can Sue

Ohio follows the federal Illinois Brick doctrine, which limits standing to direct purchasers. If you bought the price-fixed product directly from a colluding company, you can sue. If you are further down the supply chain, as a retailer who bought from a distributor who bought from the price-fixer, you generally cannot bring a Valentine Act claim. The Ohio Supreme Court confirmed this limitation in Johnson v. Microsoft Corp. in 2005.⁹ Consumers who bought a product at a retail store rarely qualify as direct purchasers from the manufacturer running the conspiracy. The claim usually belongs to the distributor or retailer in between.

Deadline to File

Any civil or criminal action for a Valentine Act violation must be filed within four years after the cause of action accrued.¹⁰ That window matches the federal antitrust limitations period. Because antitrust conspiracies are often secret, the clock may not start running until the plaintiff discovered or should have discovered the violation, though the statute itself does not spell out a discovery rule in detail.

How Violations Get Investigated

The Ohio Attorney General’s Antitrust Section leads enforcement, and county prosecutors can bring actions when ordered by the Attorney General.¹⁰ The AG’s office investigates conduct it has reason to believe violates the Valentine Act along with federal statutes like the Sherman Act and Clayton Act.¹¹ Investigators use civil investigative demands to compel documents and testimony from companies and individuals, and subpoenas can reach third parties who may hold evidence of collusion.

When a corporation is formed or operates in violation of Ohio law, the Attorney General can also bring a quo warranto action challenging the company’s right to exist or do business in the state.¹² If the state wins, the court can revoke a domestic corporation’s charter or bar a foreign corporation from operating in Ohio.

Exemptions

The Valentine Act does not override every other Ohio statute. Where a more specific law authorizes conduct that might otherwise look like a trust, that specific law controls. Insurance is the clearest example. Ohio Revised Code Chapter 3935 allows insurers to make collective rate proposals to the Ohio Department of Insurance, and courts have held that this specific authorization trumps the Valentine Act’s general prohibition on price coordination.

The filed rate doctrine adds another layer of protection for regulated industries. When a company files its rates with a state regulatory agency and those rates are approved, plaintiffs generally cannot bring a Valentine Act claim challenging those same rates. Federal courts applying Ohio law have dismissed both Sherman Act and Valentine Act claims on filed-rate grounds.

How It Fits With Federal Antitrust Law

The Valentine Act operates alongside federal antitrust statutes, not as a replacement. The Sherman Act covers interstate commerce, while the Valentine Act reaches intrastate activity that may fall outside federal jurisdiction. In practice, the same conduct often violates both, and the Ohio Attorney General investigates potential state and federal antitrust violations at the same time.¹¹

Ohio courts have historically interpreted the Valentine Act in line with federal antitrust precedent. The Illinois Brick direct-purchaser rule is one example. The per se and rule-of-reason analytical frameworks are another: price-fixing and bid rigging are treated as automatically illegal, while other arrangements are weighed for their actual competitive effects. This parallel interpretation means federal case law often guides how Ohio courts handle Valentine Act claims, giving practitioners a large body of precedent to draw on even though the Act itself is relatively brief.

1
Ohio Legislative Service Commission. Ohio Revised Code 1331.01 – Monopoly Definitions
2
Ohio Legislative Service Commission. Ohio Revised Code 1331.04 – Conspiracy Against Trade
3
Ohio Legislative Service Commission. Ohio Revised Code 1331.02 – Trust Certificates and Monopolistic Combinations
4
Ohio Legislative Service Commission. Ohio Revised Code 1331.99 – Violation and Penalty
5
Ohio Legislative Service Commission. Ohio Revised Code 2929.14 – Definite Prison Terms
6
Ohio Legislative Service Commission. Ohio Revised Code 2929.24 – Definite Jail Terms for Misdemeanors
7
Ohio Legislative Service Commission. Ohio Revised Code 1331.03 – Forfeiture After Notice
8
Ohio Legislative Service Commission. Ohio Revised Code 1331.08 – Private Right of Action for Treble Damages
9
Supreme Court of Ohio. Johnson v. Microsoft Corp., 2005-Ohio-4985
10
Ohio Legislative Service Commission. Ohio Revised Code Chapter 1331 – Monopolies
11
Ohio Attorney General. Antitrust Investigations
12
Ohio Legislative Service Commission. Ohio Revised Code 2733.03 – Jurisdiction and Venue in Quo Warranto Actions