Acordia of Ohio, L.L.C. v. Fishel, 133 Ohio St. 3d 356

This case concerns a motion for reconsideration regarding the enforceability of employee noncompete agreements after a statutory merger.
Acordia of Ohio, L.L.C. acquired noncompete agreements through a series of mergers, and sought to enforce them against employees.
The lead opinion in Acordia I held the surviving entity could enforce the agreements but misread related precedent, prompting reconsideration.
Statutory merger provisions (R.C. 1701.82(A)(3) and related sections) transfer all assets and obligations of constituent entities to the surviving entity by operation of law.
The court reaffirms transfer by operation of law for noncompete agreements but remands to assess their reasonableness under traditional restraints on trade.
The decision is limited to employee noncompete agreements; it does not resolve broader contract transfer effects in mergers.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Do noncompete agreements transfer by operation of law to the surviving entity?	Acordia contends agreements transfer and may be enforced by the L.L.C. as the successor.	Employees argue the agreements may not be enforceable by the surviving entity or are limited by language.	Yes; noncompete agreements transfer by operation of law to the surviving entity.
Was the lead opinion in Acordia I based on erroneous readings of precedent?	Acordia asserts prior reading misinterpreted Morris and other cases to restrict enforcement.	Employees argue no misreading affected the outcome relevant to their interests.	Parts of Acordia I were erroneous and are clarified; enforcement is allowed where appropriate.
Can the surviving entity enforce noncompete agreements without explicit successors-and-assigns language?	Acordia contends no explicit language is required; asset transfer suffices.	Employees argue language or assignment may be necessary to enforce.	The L.L.C. may enforce as if it stepped into the original contracting companies’ shoes without explicit successors-and- assigns language.
Should the reasonableness of the noncompete agreements be addressed on remand?	Reasonableness should be determined in light of transfer by operation of law.	Reasonableness is an open question that may require evaluation by trial court.	Remanded for the trial court to assess reasonableness.

Morris v. Invest. Life Ins. Co., 27 Ohio St.2d 26 (1971) (merger effects on corporate identity and continuity)
ASA Architects, Inc. v. Schlegel, 75 Ohio St.3d 666 (1996) (contracts flow to surviving entity in merger absent explicit termination)
Rogers v. Runfola & Assoc., Inc., 57 Ohio St.3d 5 (1991) (noncompetes enforceable after corporate change if business persists)
Corporate Express Office Prods., Inc. v. Phillips, 847 So.2d 406 (Fla.2003) (surviving entity may enforce noncompetes without assignment in merger)
Marfield v. Cincinnati, D. & T. Traction Co., 111 Ohio St. 139 (1924) (merger shoes analogy for post-merger contract enforcement)
Oregon Steam Navigation Co. v. Winsor, 87 U.S. 64 (1873) (contracts constrained by statute; restraints in trade context)
Raimonde v. Van Vlerah, 42 Ohio St.2d 21 (1975) (reasonableness framework for covenants not to compete)
Rogers v. Runfola & Assoc., Inc., 57 Ohio St.3d 5, 565 N.E.2d 540 (1991) (limits on reasonableness; enforceability balanced against employee interests)
Corporate Express Office Prods., Inc. v. Phillips, 847 So.2d 406 (Fla.2003) (surviving entity acquires enforceability through merger assets)