2013 Ohio 2993
Ohio Ct. App.2013Background
- Macron Investment Company owned a Cleveland building; originally 63 shares were distributed in 1967 among Julia Macron’s nieces/nephews; after shareholders reached majority in 1990 stock certificates were issued numbered 101–109 reflecting 64 shares (one certificate, No. 109, recorded a 64th share to Kimberly).
- In 2010–2011 Kimberly and her husband Samir Haikal acquired additional certificates such that they held 32 of the 64 shares; Ontario (assignee of USA Parking) purchased those 32 shares by agreement to acquire a 50% interest in Macron.
- Appellants challenged the validity of the disputed share (share 64 / certificate No. 109), arguing it was never properly issued or ratified and thus Ontario did not acquire 32 valid shares.
- Trial court granted summary judgment to Ontario, declaring the 64th share valid and ordering delivery of certificates; a receiver later issued the certificates, and appellants appealed.
- Appellant Kratus separately challenged the trial court’s taxation of certain court reporter/deposition transcript costs.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Validity / ratification of the 64th share | Ontario: Macron and its directors/shareholders ratified the issuance (signatures on certificates, prolonged acquiescence), so certificate No. 109 is valid and Ontario purchased 32 of 64 shares | Appellants: The 64th share was never properly issued at a formal board meeting and thus is invalid; Ontario is not a good-faith purchaser of that share | Court: Ratification established — two directors signed, no timely objection by director or shareholders over 20 years; issuance valid and Ontario owns 32 shares (summary judgment for Ontario) |
| Taxation of deposition/court reporter costs | Ontario: Deposition transcripts were necessary for summary judgment and thus taxable as costs under court discretion and R.C. 2303.21 where necessary | Kratus: Reporter and videographer fees should not be taxed as costs; deposition-related expenses not authorized absent statute | Court: Trial court did not abuse discretion; taxed filing fee and costs for four deposition transcripts as necessary and taxable; rejected videographer/attendance fees beyond transcripts |
Key Cases Cited
- Zivich v. Mentor Soccer Club, Inc., 82 Ohio St.3d 367 (1998) (summary-judgment standard and Civ.R. 56(C) framework)
- Grafton v. Ohio Edison Co., 77 Ohio St.3d 102 (1996) (appellate de novo review of summary judgment)
- Kimball v. Kimball Bros., Inc., 143 Ohio St. 500 (1944) (board acquiescence and ratification principles applied to unauthorized corporate acts)
- Campbell v. Hospitality Motor Inns, Inc., 24 Ohio St.3d 54 (1986) (ratification may be express or implied by adoption, acceptance of benefits, or acquiescence)
- Piening v. Titus, Inc., 113 Ohio App. 532 (1960) (informal corporate conduct can bind the corporation absent formal meetings)