Disciplinary Counsel v. Nordic Title Agency, Inc., and Hall (Slip Opinion), 2021 Ohio 2210

Relator (Disciplinary Counsel) alleged Nordic Title Agency, Inc. prepared and recorded at least 514 deeds/affidavits transferring real property that were not reviewed by a licensed attorney. 118 were identified in the complaint; parties stipulated to 514 total.
Nordic had an unwritten policy and a longstanding contractual arrangement (with attorney Ryan Kuhn at $50/document) that documents be attorney‑reviewed; employees often populated deed templates and sent drafts to Kuhn.
Beginning in ~2015–2016, many deeds bearing Kuhn’s name had not in fact been reviewed by him; Nordic billed clients $50 for attorney review on at least 514 of those transactions.
Dwane Hall was Nordic’s president, CEO, and sole owner; there is no evidence he prepared deeds or directed employees to skip attorney review, though he admitted failing to ensure attorney review occurred.
Nordic and Hall refunded fees to affected clients (total refunds $25,750; $17,000 negotiated checks; remaining funds sent to Ohio unclaimed funds) and Nordic ceased operations and dissolved in late 2018/early 2019.
The Board on the Unauthorized Practice of Law recommended (and the Supreme Court adopted) summary judgment finding Nordic engaged in the unauthorized practice of law, finding Hall not personally liable, and imposing a $10,000 civil penalty on Nordic.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Did Nordic engage in the unauthorized practice of law by preparing and recording deeds without attorney review?	Nordic’s employees prepared and recorded at least 514 deeds/affidavits that were not reviewed by a licensed attorney, constituting UPL.	Nordic points to its written/unwritten policy and prior contracting with an attorney (Kuhn) for review; but parties effectively stipulated the undisputed fact of unreviewed deeds.	Held: Yes. Summary judgment for relator — Nordic engaged in the unauthorized practice of law.
Can Hall be held personally liable for Nordic’s UPL (piercing the corporate veil / officer liability)?	Relator argued Hall, as sole owner/CEO, should be personally liable for the corporation’s unauthorized practice.	Hall argued he did not prepare or direct the wrongful acts, that corporate formalities and a review policy existed, and that relator failed to show the veil‑piercing elements or active participation.	Held: No. Relator failed to prove Hall actively participated or that Belvedere veil‑piercing factors were met; Hall not personally liable.
Is a civil penalty warranted and, if so, how much?	Relator sought a civil penalty given the number and flagrancy of violations.	Respondents emphasized cooperation, refunds, corrective measures, and lack of client harm to mitigate penalty.	Held: $10,000 civil penalty imposed on Nordic (costs taxed to Nordic) as sufficient punishment and deterrent.

Judd v. City Trust & Savs. Bank, 12 N.E.2d 288 (1937) (a corporation cannot lawfully engage in the practice of law).
Toledo Bar Assn. v. Chelsea Title Agency of Dayton, Inc., 800 N.E.2d 29 (2003) (preparation of deeds by nonlawyers without supervision constitutes unauthorized practice of law).
Akron Bar Assn. v. Greene, 673 N.E.2d 1307 (1997) (preparing legal documents that secure or advance legal rights is the practice of law).
Belvedere Condominium Unit Owners’ Assn. v. R.E. Roarke Cos., 617 N.E.2d 1075 (1993) (three‑part test for disregarding corporate form/piercing the veil).
Dombroski v. WellPoint, Inc., 895 N.E.2d 538 (2008) (modification/clarification of veil‑piercing considerations).
Greenspan v. Third Fed. S. & L. Assn., 912 N.E.2d 567 (2009) (Supreme Court’s authority to regulate unauthorized practice of law).