Justia Business Law Opinion Summaries

A manufacturer or alcoholic beverages (InBev) sold all of its rights relating to a particular brand of alcoholic beverage to a successor manufacturer (Labatt Operating). Under the Ohio Alcoholic Beverages Franchise Act, when there is a transfer of ownership, the successor manufacturer may terminate any distributor's franchise without just cause by giving the distributor notice of termination within ninety days of the acquisition and compensating the terminated franchisee. Appellant in this case was the exclusive distributor of Labatt brand products in a ten-county area of Ohio under a franchise agreement with InBev. After the sale, Labatt Operating notified Appellant that it intended to terminate Appellant's franchise to distribute Labatt brand products and that it intended to compensate Appellant. Appellant sued. The trial court granted summary judgment for Appellant and ordered Labatt Operating to continue to distribute its Labatt products through Appellant. The court of appeals reversed. The Supreme Court affirmed, holding that Labatt's termination of Appellant's franchise met the statutory requirements of the Act, and therefore, the court of appeals erred in granting summary judgment to Appellant. View "Esber Beverage Co. v. Labatt USA Operating Co., LLC" on Justia Law

K&D Enterprises, through its manager, Mid-America, contracted to purchase an apartment complex. Prior to the closing, K&D Enterprises created a new company, Euclid-Richmond Gardens, and assigned its rights under the purchase agreement to that new company. Euclid-Richmond Gardens hired K&D Group, Inc., a property-management company, to manage the apartment. K&D Group hired former employees of Mid-America and assumed the operations of the complex. The Bureau of Workers' Compensation later conducted an audit and determined K&D Group was the successor in interest to the business operations of Mid-America, a determination that authorized the Bureau to base K&D Group's experience rating, in part, on Mid-America's past experience, which included a large workers' compensation claim. After K&D Group's administrative appeal was denied, K&D Group unsuccessfully filed a mandamus action in the court of appeals. The Supreme Court reversed the judgment of the court of appeals and issued the writ of mandamus, holding that K&D Group was not a successor in interest for purposes of workers' compensation law, and thus, the Bureau abused its discretion when it transferred part of Mid-America's experience rating to K&D Group. View "State ex rel. K&D Group, Inc. v. Buehrer" on Justia Law

This matter was before the Supreme Court on a motion for reconsideration filed by Appellant, Acordia of Ohio, LLC (the LLC). The Supreme Court granted the motion. In Acordia I, the Court affirmed the judgment of the court of appeals, concluding that while the noncompete agreements of employees (Appellees), who were originally employed by a contracting employer, transferred by operation of law following merger with the LLC, the language found in those agreements precluded the LLC from enforcing them as if it had stepped into the shoes of the original contracting employer. Upon reconsideration, the Supreme Court reversed the court of appeals, holding (1) the language in Acordia I stating that the LLC could not enforce the employees noncompete agreements as if it had stepped into the original contracting company's shoes was erroneous; and (2) the LLC here may enforce the noncompete agreements as if it had stepped into the shoes of the original contracting companies, provided that the noncompete agreements are reasonable under the circumstances of this case. View "Acordia of Ohio, LLC v. Fishel" on Justia Law

Appellee Trumbull Industries, Inc. was an Ohio corporation. Appellees Murray Miller and Sam H. Miller (Sam H.) were shareholders of Trumbull. Appellant Sam M. Miller (Sam M.) was also a shareholder of Trumbull. Murray and Sam H. filed a complaint against Sam M. for injunctive relief and damages arising from a business venture. Sam M. subsequently reimbursed himself for his legal expenses pursuant to an "undertaking" executed pursuant to Ohio Rev. Code 1701.13(E)(5)(a) (the statute), which governs the advancement of litigation expenses by a corporation to one of its directors. The trial court held that Sam M. was entitled to the advancement of expenses. The appellate court reversed. The Supreme Court reversed, holding (1) based on the unambiguous language of the statute, Trumbull was required by law to advance expenses to Sam M., as Trumbull's articles of incorporation did not state by specific reference that the statute did not apply to Trumbull; (2) thus, Appellees failed to show that Trumbull opted out of the mandatory advancement requirement; and (3) Trumbull's statutory duty to advance Sam M.'s fees arose upon receipt of Sam M.'s undertaking. View "Miller v. Miller" on Justia Law

At issue in this appeal was whether a court should enforce several employees' noncompete agreement transfers by operation of law to the surviving company when the company that was the original party to the agreement merged with another company. Here the trial court concluded that the employees did not intend to make the noncompete agreements assignable to successors such as the surviving company. The court of appeals affirmed. The Supreme Court affirmed, holding that in this case, the language the agreement dictated that the surviving company could not enforce the agreement after the merger as if it had stepped into the shoes of the original company. View "Acordia of Ohio, LLC v. Fishel" on Justia Law

The trial court appointed a receiver for Sager Corporation for the purpose of accepting service of process and marshaling assets consisting of unexhausted liability-insurance policies for asbestos-related claims filed against Sager. Sager was an Illinois corporation that filed for dissolution in 1998 and, pursuant to Illinois law, was no longer amenable to suit after 2003. The appellate court affirmed. The Supreme Court reversed the judgment of the appellate court, holding that, in conformity with the constitutional requirements of due process and the Full Faith and Credit Clause, claims filed against the dissolved Illinois corporation more than five years after dissolution were barred, and therefore, the appointment of the receiver was barred.

The superintendent of insurance, in her capacity as the liquidator of an insolvent insurer, filed an action in the county court of common pleas against an independent accounting firm that provided auditing services to the insurer, alleging negligence and that the firm had received preferential or fraudulent payments. The accounting firm moved to dismiss the complaint or to stay the proceedings and compel arbitration based on an arbitration clause that was contained in an engagement letter signed by the insurer and accounting firm. The trial court denied the motion. The court of appeals affirmed, holding that because the liquidator had not signed the arbitration agreement, there was a presumption against arbitration. The Supreme Court affirmed but in part for different reasons, holding that the liquidator was not bound by the insurer's agreement when the liquidator's claims did not arise from the contract that contained the arbitration provision.

Appellant Greg Bell requested that County Risk Sharing Authority (CORSA), a joint self-insurance pool whose members included the majority of Ohio's counties, provide him with certain CORSA records pursuant to Ohio Rev. Code 149.43 and Ohio Rev. Code 149.431. David Brooks, the managing director of property and casualty insurance for CORSA, refused to provide copies of the records, asserting that they were not public records and that CORSA was a private corporation and not a public office subject to section 149.43. Bell filed for writs of mandamus to compel Brooks to provide copies of the requested CORSA records. The court of appeals denied the requested writs. The Supreme Court (1) affirmed the judgment of the court of appeals insofar as it denied the writs relating to Bell's claim for CORSA's board meeting minutes on grounds that CORSA was not the functional equivalent of a public office for purposes of section 149.43, but (2) reversed to the extent that the court of appeals failed to consider Bell's records requests for CORSA's financial and compensation records as CORSA's status as a private, nonprofit corporation was not dispositive in regard to these claims. Remanded.

The Industrial Commission of Ohio found that Angela Benedetti, Inc. (ABI) violated two newly added specific safety requirements that resulted in an injury to an ABI employee. ABI filed a complaint in mandamus in the court of appeals, alleging that the commission abused its discretion in permitting the injured employee to amend his specific safety requirement violations application and in finding violations of the specific safety requirements. The court of appeals upheld the Commission's order and denied the writ. On appeal, the Supreme Court affirmed, agreeing with the reasoning provided by the court of appeals but not given in this opinion.

The state tax auditor assigned a $3.6 million value to an 80-room hotel for the tax year 2005. The owner, KDM and Associates, LLC (KDM) challenged the valuation with the Board of Revision in March 2006. KDM sought to reduce the valuation to $2.4 million, the original purchase price of the hotel. The Hilliard City Schools Board cross complained, and sought to maintain the assessorâs original valuation. The Supreme Court affirmed the original $3.6 million valuation, finding that accounting discrepancies did not entitle KDM to the reduced assessed-value in the hotel.