Stepp v. Proficient Transport, Inc.
2017 Ohio 8007
| Ohio Ct. App. | 2017Background
- Plaintiff Shawn Stepp sued Proficient Transport, Inc. (an Illinois corporation) in Franklin County, Ohio, asserting claims arising from purchase, financing, and alleged wrongful repossession of trucks.
- Proficient filed counterclaims for breach of contract, conversion, unjust enrichment, and related causes of action.
- Stepp moved for summary judgment on Proficient’s counterclaims, arguing Proficient lacked capacity to sue because it is a foreign corporation that had not obtained an Ohio license under R.C. Chapter 1703.
- Proficient opposed, claiming it was exempt from licensing as (1) a corporation engaged solely in interstate commerce in Ohio and (2) a public utility (for-hire motor carrier) engaged in interstate commerce.
- The trial court granted summary judgment for Stepp, concluding Proficient transacted business in Ohio (permanent Ohio facility and employees) and the counterclaims concerned sales/financing of trucks (not transportation), so neither exemption applied.
- Proficient appealed; the Tenth District affirmed, applying de novo review and agreeing the exemptions did not cover the disputed transactions.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether an unlicensed foreign corporation may maintain counterclaims in Ohio courts | Stepp: R.C. 1703.29 bars an unlicensed foreign corporation from maintaining any action | Proficient: Not required to be licensed because exempt under R.C. 1703.02 | Held: Proficient could not maintain claims because it lacked an Ohio license and no exemption applied |
| Whether Proficient is exempt as a corporation engaged solely in interstate commerce | Stepp: Proficient has a permanent Ohio presence, so it is doing business in Ohio and not "solely" interstate | Proficient: Its intermodal/motor carrier operations in Ohio are solely interstate commerce | Held: Not exempt — presence of an Ohio facility and employees shows continuous, non‑casual in‑state business |
| Whether Proficient is exempt as a public utility (for‑hire motor carrier) engaged in interstate commerce | Stepp: The counterclaims concern truck sales/financing, not transportation, so the public‑utility exemption doesn’t apply | Proficient: As a for‑hire motor carrier/public utility engaged in interstate commerce, it is exempt | Held: Not exempt — the statutory "public utility"/for‑hire motor carrier category applies only when engaged in transporting persons or property; the claims here concern sales/finance |
| Whether summary judgment was appropriate on the capacity issue | Stepp: No genuine issue of material fact on licensing/nonexemption; judgment as a matter of law appropriate | Proficient: Raised factual contention (interstate commerce) via affidavit | Held: Summary judgment affirmed — affidavit lacked specific facts and did not create a genuine issue; law supports exclusion from exemptions |
Key Cases Cited
- Dot Sys., Inc. v. Adams Robinson Ents., Inc., 67 Ohio App.3d 475 (4th Dist. 1990) (defining when interstate‑commerce exception does not apply because foreign corporation transacts business in Ohio)
- State ex rel. Physicians Commt. for Responsible Medicine v. Bd. of Trustees of Ohio State Univ., 108 Ohio St.3d 288 (Ohio 2006) (foreign corporation transacts business when it conducts permanent, continuous, regular activity in the state)
- Gilbert v. Summit Cty., 104 Ohio St.3d 660 (Ohio 2004) (summary judgment standard)
- Bendix Autolite Corp. v. Midwesco Ents., Inc., 486 U.S. 888 (U.S. 1988) (state may require licensure to sue as to intrastate aspects where corporation engages in both interstate and intrastate commerce)