{¶ 1} Ellen and Roscoe Reagans (“the buyers”) bought a motor home from Paul Sherry Vans and R.Y.’s, Inc. (“Sherry”), but that motor home turned out to have a defect. The buyers sued Sherry and the manufacturer, MountainHigh Coachworks, Inc., for violations of the Ohio Consumer Sales Practices Act, R.C. 1345.01 et seq., and a breach of an implied warranty on the vehicle, among other claims. The buyers also alleged that Firstar Bank, N.A., now known as U.S. Bank National Association (“the bank”), the creditor that loaned the buyers the money to buy the motor home, was derivatively liable for the buyers’ claims against Sherry, the seller. The buyers prevailed at trial on some of their claims against Sherry and MountainHigh.
{¶ 2} The parties’ briefs present two issues for our resolution. The first issue is whether a notice in the loan contract, included pursuant to a Federal Trade Commission (“FTC”) regulation, Section 433.2, Title 16, C.F.R. (“the FTC rule”), limits the bank’s total derivative liability to amounts the buyers actually paid on the consumer loan contract. The second is whether the bank can be held derivatively liable pursuant to the FTC rule for an award of treble damages and attorney fees against a seller of goods under the Ohio Consumer Sales Practices Act, R.C. 1345.09(B)(2) and (F)(2), and the judgment be set off against the
{¶ 3} We hold that the notice mandated by Section 433.2, Title 16, C.F.R. to appear in a consumer credit contract limits a consumer’s recovеry from the creditor to the amount the consumer actually paid under the contract. Additionally, we hold that the FTC rule does not entitle the buyers to set off against then-outstanding loan balance their judgment against the seller for treble damages and attorney fees under the Ohio Consumer Sales Practices Act, R.C. 1345.09(B)(2) and (F)(2).
I
A
{¶ 4} Appellants, Ellen and Roscoe Reagans, in October 1999, bought a new MountainHigh motor home from Sherry. MountainHigh Coachworks, Inc., manufactured the motor home. MountainHigh added the living area part of the vehicle to the Ford-manufactured chassis. The total purchase price of the motor home was $85,955.02 exclusive of tax and title charges. The buyers also purchased an extended warranty from Sherry, at a cost of $2,498. The bank issued the buyers a 20-year loan on the $91,161.72 principal amount. The finance charges on that loan were $81,261.48, and the total monthly loan payment was $718.43. The total amount the buyers agreed to pay over the life of the loan, including financing charges, was $172,423.20. (At triаl, the parties stipulated that the loan payoff amount was then $79,700.08.)
{¶ 5} The buyers drove the motor home for approximately 6,000 miles. In July 2002, the buyers’ mechanic told them that she saw signs that the rear wheels of the motor home had rubbed against the wheel wells.
{¶ 6} The buyers told Sherry about their problem with the vehicle. The buyers and Sherry were unable to reach agreement on the appropriate repair to, or replacement of, the vehicle.
B
{¶ 7} In September 2002, the buyers sued MountainHigh, Sherry, and the bank. The buyers’ complaint sought damages or, in the alternative, rescission of the contract. The buyers asserted claims against Sherry and MountainHigh under the Ohio Consumer Sales Practices Act, R.C. 1345.09.
{¶ 8} The buyers also alleged that the bank was derivatively liable for their claims against Sherry based upon an FTC-mandated notice in their loan disclosure, note, and security agreement with the bank:
{¶ 9} “ANY HOLDER OF THIS CONSUMER CREDIT CONTRACT IS SUBJECT TO ALL CLAIMS AND DEFENSES WHICH THE DEBTORCOULD ASSERT AGAINST THE SELLER OF GOODS OR SERVICES OBTAINED WITH THE PROCEEDS HEREOF. RECOVERY HEREUNDER BY THE DEBTOR SHALL NOT EXCEED AMOUNTS PAID BY THE DEBTOR HEREUNDER.” (Capitalization sic.)
{¶ 10} The FTC rule, found at Section 433.2, Title 16, C.F.R., requires that the notice appear in certain consumer credit сontracts. At trial and in the court below, the bank did not dispute that the FTC rule required the notice in the loan contract at issue.
{¶ 11} The buyers elected to pursue their damages claim rather than seek rescission of the transaction. The jury returned a general verdict against Sherry in the amount of $181,923.20 and a verdict in the same amount against Mountain-High. MountainHigh, although named as a defendant, filed no pleadings in the case and did not defend at trial. The jury found that both MountainHigh and Sherry had breached an implied warrаnty to the buyers and that the vehicle was not as Sherry had represented it.
{¶ 12} After trial, the buyers sought an order requiring the bank to cancel the remaining amount on their loan, to refund the monies they had paid to date on that contract, and to deliver to them a certificate of title to the motor home free of any hens. The bank opposed the motion on the ground that allowing the buyers to keep the motor home and stop paying for it was a remedy unauthorized by Ohio law. The buyers separаtely moved for treble damages and an award of attorney fees against Sherry under the Consumer Sales Practices Act. The bank and Sherry moved for a new trial; Sherry moved, in the alternative, for a remittitur of the damages award.
{¶ 13} The trial court granted Sherry’s motion for remittitur conditioned upon the buyers’ acceptance, and in the alternative, granted a new trial on damages. The trial court noted that before trial, the buyers had elected to pursue their damages claim instead of rescission of the contract, and that under Ohio law, they were not entitled to both remedies. See R.C. 1345.09(A) (providing for rescission or the recovery of damages under the Consumer Sales Practices Act). The trial court concluded that the jury’s award of $181,923.20 was excessive. Instead, the trial court reasoned, the amount of the buyers’ damages that was recoverable under R.C. 1345.09(A) was the difference between the purchase price of the motor home and its actual value at the time of purchase. See Eckstein v. Cummins (1975),
{¶ 14} The trial court also granted in part the buyers’ motion for judgment against the bank. The trial court held that under the FTC rule, the bank’s derivative liability to the buyers for their judgment against Sherry was limited to the buyers’ actual loss and could not exceed the amount paid on the loan. The trial court found that the buyers had made 60 payments of $718.43. (The total amount the buyers had paid on the contract as of the trial date thus was $43,105.80.) The trial court held that the bank’s liability was limited to $53,778, the amount of the buyers’ actual damages, which was less than $90,805.80, which the trial court found to be the maximum amount the buyers had paid on the сontract. (The $90,805.80 amount included the $48,600 value of the buyers’ trade-in vehicle. The court of appeals concluded that the trial court erred in including the value of the trade-in vehicle in the buyers’ total payments on the contract, because the amount of the lien on the trade-in vehicle was equal to its value. See Reagans v. MountainHigh Coachworks, Inc., 2d Dist. No. 05CA12,
{¶ 15} The trial court held that “[sjince the debt instruments on the R.V. loan were not rescinded the debt continues to be enforceable by [the bank].” The trial court further held that treble damаges and attorney fees do not apply to a lender held derivatively liable for a seller’s misconduct, citing Hardeman v. Wheels, Inc. (1988),
{¶ 16} By separate order, the trial court awarded treble damages and attorney fees against Sherry pursuant to the Ohio Consumer Sales Practices Act, R.C. 1345.09. The trial court trebled the $53,778 award of actual damages and assessed attorney fees against Sherry in the amount of $38,680.64. The trial court entered final judgment in favor of the buyers in the amount of $200,014.64 against Sherry, and in the amount of $53,778 against the bank. Thе trial court ordered the bank to apply the judgment against it to any outstanding balance that the buyers owed it on the loan.
{¶ 17} The buyers appealed. On appeal, they argued that the trial court erred in failing to impose against the bank the judgment against the seller for treble damages and attorney fees. The appeals court affirmed the trial court’s judgment, but on other grounds. The appeals court opined that pursuant to the FTC notice, a creditor such as the bank can be held dеrivatively liable for treble damages and attorney fees awarded against a seller. Reagans v. MountainHigh Coachworks,
{¶ 18} The buyers appealed to this court, and we granted review.
{¶ 19} In this court, the buyers offer two propositions of law. The first asserts that when a consumer credit contract contains the FTC-mandated notice, the creditor is liable for the buyer’s entire judgment against the seller, up to the total amount the buyer paid under the credit contract. The buyers’ second proposition of law contends that when a buyer’s judgment against a seller exceeds the total amount the buyer paid under the credit contract, the buyer can set off the unpaid portion of the judgment against the balance due under the consumer credit contract. The second proposition of law encompasses the second issue in this case — namely, whether the holder of a consumer credit contract (here, the bank) can be held derivatively liable under the FTC rule for an award of treble damages and attorney fees under the Ohio Consumer Sales Practices Act, R.C. 1345.09(B)(2) and (F)(2).
II
{¶ 20} The issues in this case pertain to the effect of the FTC-mandated notice included in the loan disclosure, note, and security agreement between the bank and the buyers. Accordingly, we begin with a discussion of the FTC rule, Section 433.2, Title 16, C.F.R., and its purpose.
A
{¶ 21} Before the FTC rule, if a seller sold goods on credit and transferred the credit contract to a lender, the lender could enforce the buyer’s promise to pay even if the seller failed to perform its obligations under the sales contract. Similarly, despite a seller’s breach, the buyer was obligated to pay the lender under a consumer loan contract that directly financed the purchase of goods or services from the seller. See Guidelines on Trade Regulation Rule Concerning Preservation of Consumers’ Claims and Defenses, 41 F.R. 20,022, 20,023 (May 14, 1976) (describing the means by which credit terms for buyers separated thе buyer’s legal duty to pay from the seller’s legal duty to perform). Cf. R.C. 1302.91 (describing buyer’s right, upon notifying seller, to deduct from price due under the contract all or part of the damages resulting from the seller’s breach of the contract).
{¶ 22} The FTC promulgated the rule to address the problem of a consumer’s obligation to pay on a credit contract even when the goods financed by the loan
{¶ 23} According to the FTC guidelines, a consumer’s “claims and defenses” to which the creditor is subject under the rule are simply “those things which, as a matter of other applicable law, constitute legally sufficient claims and defenses in a sales transaction.”
{¶ 24} The notice required by the FTC rule also limits the creditor’s liability by providing that “[r]ecovery hereunder by the debtor shall not exceed amounts paid by the debtor hereunder.” Section 433.2(a) and (b), Title 16, C.F.R. The FTC guidelines explain that “the consumer may assert, by way of claim or defense, a right not to pay all or part of the outstanding balance owed the creditor under the contract.”
{¶ 26} With these principles in mind, we turn to the question of the extent of the bank’s derivative liability for the buyers’ judgment against Sherry, the seller.
B
{¶ 27} The FTC-mandated notice in the buyers’ loan contract limited their monetary reсovery against the bank to the amount paid by the buyers under the contract. See Section 433.2(a) and (b), Title 16, C.F.R. The buyers’ judgment against the seller for treble damages and attorney fees (i.e., $200,014.64) exceeded the amount that the buyers actually paid under the contract (i.e., $43,105.80). As explained above, for the purpose of this appeal, the buyers’ maximum recovery from the bank was established in the courts below as $53,778, rather than $43,105.80. Reagans v. MountainHigh Coachworks,
{¶ 28} As one treatise explains, even when a buyer is entitled to stop paying on a consumer sales contract, such as when the buyer rejects goods, or revokes acceptance of them, the maximum exposure of the creditor for the buyer’s damages under the FTC rule is the amount the buyer already paid under the contract. 2 White & Summers, Uniform Commercial Code (4th Ed.1995) 189, Section 17-9. “[E]ven if the buyer rejects [goods] and proves substantial damages, the maximum expоsure of the creditor under the FTC rule is the amount already paid by the debtor. If, for example, the debtor buys an $8,000 car, pays $200 down and suffers $20,000 of damages as a result of breach of warranty, he can recover only $200 from the creditor and must turn to the seller for the additional $19,800.” Id. See also Valentino v. Glendale Nissan, Inc. (2000),
{¶ 29} Accordingly, the court of appeals correctly affirmed the buyers’ maximum recovery from the bank of $53,778.
C
{¶ 30} In their second proposition of law, the buyers seek to set off against their remaining loan balance the amount of the buyers’ treble-damages-and-
{¶ 31} Assuming, without deciding, that the FTC notice permitted the buyers to set off against their loan an amount greater than the amount they paid on their loan contract,
(¶ 32} The FTC rule was designed to preserve to borrowers under a consumer loan contract the claims or defenses a buyer would have against a seller that breached its duties in a sales transaction. See
{¶ 33} As a general matter, transactions between financial institutions and their customers are exempted from the definition of a “consumer transaction” subject to the Consumer Sales Practices Act. See R.C. 1345.01(A);
{¶ 35} As the court observed in Crews v. Altavista Motors, Inc. (W.D.Va.1999),
{¶ 36} Nor does the FTC rule impose derivative liability on a bank for an attorney-fees award against a seller. In Ohio, parties to litigation generally are responsible for their own attorney fees, absent a statute or an enforceable contract providing for the losing party to pay the prevailing party’s attorney fees, or absent bad faith by the unsuccessful litigant. See Nottingdale Homeowners’ Assn., Inc. v. Darby (1987),
{¶ 37} The derivative liability of lenders under the FTC rule is not based on misconduct by the lender, who did not sell the consumer the defective goods or services. Consequently, the purpose of the FTC rule does not require that
{¶ 38} The costs that the FTC rule seeks to shift to the creditor for the seller’s misconduct are the actual, compensatory damages incurred in the consumer contract with the seller. See, e.g.,
{¶ 39} Treble damages under the Consumer Sales Practices Act, however, are not designed to compensate the consumer but to punish and deter the seller who engages in prohibited conduct. See French v. Dwiggins,
{¶ 40} A creditor’s potential derivative liability for compensatory damages under the FTC rule already provides creditors -with an incentive to discourage sellers’ misconduct. Neither the FTC rule nor the purposе behind it requires that innocent creditors also be held derivatively liable for additional awards intended as penalties against sellers.
{¶ 41} We conclude that the bank is not derivatively liable under the FTC rule for treble damages and attorney fees imposed against the seller under the Ohio Consumer Sales Practices Act. Accordingly, we hold that the buyers may not set off against their remaining debt to the bank the judgment for treble damages and attorney fees imposed on Sherry, the seller.
Ill
{¶ 42} We hold that under the FTC-mandated notice in the buyers’ loan contract, the buyers in this ease are not entitled to a recovery from the bank above the maximum amount that the courts below found that the buyers paid on their consumer credit contract, or $53,778. We also hold that the buyers are not entitled to set off against their loan the judgment for treble damages and attorney fees awarded against the seller.
{¶ 43} The judgment of the court of appeals is affirmed for the reasons stated in this opinion.
Judgment affirmed.
Notes
. The Guidelines on Trade Regulation Rule Concerning Preservation of Consumers’ Claims and Defenses, 41 F.R. 20,022, 20,023 (May 14, 1976), provide that “if a seller’s conduct gives rise to damages in an amount exceeding the amounts paid under the contract, the consumer may (1) sue to liquidate the unpaid balance owed to the creditor and to recover the amounts paid under the contract and/or (2) defend in a creditor action to collect the unpaid balance.” (Emphasis added.) However, the Guidelines also caution that the “vast majority of cases” will involve only a “limited right of set-off against the unpaid balance,” because most sellers “do not do business in a way that creates a right to rescission.”
. R.C. 1345.01(A) was amended in 2007 to include certain residential mortgage transactions as a consumer transaction. Am.Sub.S.B. No. 185, effective Jan. 1, 2007. That amendment is not before us today.
. R.C. 1345.09(B) was amended in 2007. Am.Sub.S.B. No. 117, effective Oct. 31, 2007. That amendment is not before us today.