2014 Ohio 3427
Ohio Ct. App.2014Background
- Resource Title National Agency, Inc. appealed a Franklin County Court of Common Pleas ruling affirming the Unemployment Compensation Review Commission's determination that appellant was Resource Title's successor in interest for purposes of the unemployment compensation account.
- On April 19, 2011, appellant entered an asset purchase agreement purchasing most of Resource Title's assets, including tangible assets, intangibles, accounts receivable, escrow advances, and work-in-process, with certain exclusions.
- Appellant retained 61 of Resource Title's 69 employees and operated at Resource Title's address; Resource Title ceased operations on December 31, 2010, with operations resuming January 1, 2011 under appellant.
- Testimony showed appellant was created in large part to become a certified woman-owned business to pursue government contracts.
- ODJFS determined appellant was Resource Title's successor in interest and assessed an 8.80% unemployment contribution rate, affirmed by the Director on reconsideration, and affirmed by the UCRC.
- The issue presented is whether appellant acquired successor-in-interest status by operation of law under R.C. 4141.24(F) based on transfer of the entire business, despite exclusions in the APA.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether appellant is a successor in interest by operation of law | Appellant contends not all of Resource Title's assets were transferred. | Appellant contends it acquired the property integral to Resource Title's trade, constituting a transfer of the entire business. | Yes; appellant is successor in interest by operation of law. |
Key Cases Cited
- Kate Corp. v. Ohio State Unemp. Comp. Rev. Comm., 2003-Ohio-5668 (Ohio 2003) (defines standard for successor-in-interest; deference to agency interpretations)
- All Star Personnel, Inc. v. Unemp. Comp. Rev. Comm., 2006-Ohio-1302 (Ohio 2006) (abuse of discretion in successor-in-interest cases)
- Makkas v. Unemp. Comp. Bd. of Rev., 18 Ohio St.3d 349 (Ohio 1985) (automatic successor status upon transfer of entire business)
- Tzangas, Plakas & Mannos v. Ohio Bur. of Emp. Servs., 73 Ohio St.3d 694 (Ohio 1995) (limits appellate review; deference to agency fact-finding)
- Lorain City Bd. of Edn. v. State Emp. Relations Bd., 40 Ohio St.3d 257 (Ohio 1988) (administrative agency interpretation given due deference)
- Weiss v. Pub. Util. Comm., 90 Ohio St.3d 15 (Ohio 2000) (agency rule interpretation afforded deference)