First Natl. Bank of Omaha v. Spirit Med. Transport, 2017 Ohio 1468

First National Bank of Omaha (First National) sued Spirit Medical Transport (Spirit) seeking $52,552.68 on a credit-card account; Spirit denied the debt and asserted First National was not licensed to do business in Ohio.
First National presented testimony that it has no Ohio property or employees, that the Spirit account originated via Old National Bank in Ohio, and that First National purchased the account from Bank of America.
First National’s witness testified Old National Bank acts as an agent for First National and solicits business in Ohio using First National’s credit-card applications.
First National did not produce the original credit-card application and conceded it is an unlicensed foreign corporation in Ohio.
First National argued it was exempt from Ohio licensing under R.C. Chapter 1703 because (1) it is engaged solely in interstate commerce and (2) it is a national bank.
The trial court dismissed First National’s complaint for failure to comply with R.C. Chapter 1703; the court found insufficient proof of a national-bank exemption. The appellate court affirmed.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether First National was required to hold an Ohio foreign-corporation license to maintain suit	First National: not transacting business in Ohio; only filed suit here; therefore engaged solely in interstate commerce and exempt	Spirit: Old National Bank acted as First National’s agent in Ohio, soliciting business there, so First National transacts business and must be licensed	Held: First National transacts business in Ohio via agent bank and is not solely engaged in interstate commerce; license required
Whether national-bank exemption applied	First National: is a national bank exempt from R.C. Chapter 1703	Spirit: no evidence in record proving national-bank status or exemption	Held: No evidence in record supporting national-bank exemption; argument rejected
Effect of failing to obtain required license	First National: (implicit) should be permitted to sue despite lack of license	Spirit: R.C. 1703.29 precludes unlicensed foreign corporations from maintaining actions	Held: Under R.C. 1703.29, an unlicensed foreign corporation may not maintain an action until licensed; dismissal affirmed
Standard for "engaged solely in interstate commerce"	First National: its activities are interstate only and therefore exempt	Spirit: continuous agent solicitation in Ohio shows activities are local, not solely interstate	Held: Determination factual; here evidence supports finding of business transacted in Ohio (not solely interstate)

174 Ohio App.3d 174 (2007) (when a statute omits a term court may consult ordinary meaning and dictionaries)
67 Ohio App.3d 475 (1990) (analysis of when a foreign corporation is not "solely" engaged in interstate commerce and thus transacts business in the forum state)