Ohio Dept. of Job & Family Servs. v. Delphi Automotive Sys., Inc.
2017 Ohio 809
| Ohio Ct. App. | 2017Background
- ODJFS appeals a trial court reversal of a UCRC decision upholding a higher tax rate transfer from Old Delphi to New Delphi.
- In Oct. 2009, Delphi assets transferred to New Delphi; press releases stated leadership would continue to manage operations.
- UCRC found New Delphi under substantially common ownership, management, or control with Old Delphi at transfer and that New Delphi acquired a portion of Old Delphi's trade or business.
- Common Pleas Court held that 'at the time of the transfer' meant an instant, requiring simultaneous officers; reversed the UCRC finding.
- ODJFS challenged both the timing interpretation and the factual findings, arguing evidence supported common management and that New Delphi was an employer at transfer.
- Ohio courts review under R.C. 4141.26; issue is whether the record shows reliable, probative, and substantial evidence supporting the UCRC ruling.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Meaning of 'at the time of the transfer' | ODJFS argues period-of-transfer interpretation, not an instant. | Delphi argues 'at the time' means the exact transfer moment only. | Phrase encompasses the transfer period; not limited to a single instant. |
| Evidence of common management | New Delphi and Old Delphi shared management; officers continued in same roles post-transfer. | Common pleas court found no evidence of common management at the exact transfer instant. | Record supports common management under the broader 'transfer period' interpretation. |
| New Delphi as an employer at transfer | New Delphi employed and paid executives during transfer; thus was an employer at transfer. | Delphi argued New Delphi did not meet employer definition during transfer. | New Delphi was an employer under R.C. 4141.01(A)(1)(a) and inherited Old Delphi's rate. |
Key Cases Cited
- Columbia Gas Transmission Corp. v. Levin, 117 Ohio St.3d 122 (2008-Ohio-511) (start of statutory interpretation: look to plain language)
- In re Lord Baltimore Press, Inc., 4 Ohio St.2d 68 (1965) (transfers of assets can occur over a period, not instant)
- Loctite Corp. v. Tracy, 71 Ohio St.3d 401 (1994) (employer tax liability burden on the claimant)
- Evans v. Dir., Ohio Dept. of Job & Family Servs., 2015-Ohio-3842 (10th Dist.) (definition of 'employer' includes entities with at least one employee)
- Senco Brands, Inc. v. Ohio Dept. of Job & Family Servs., 2016-Ohio-4769 (10th Dist.) (common management analysis under broader transfer period)