Cocon, Inc. v. Botnick Bldg. Co.

• Court: Ohio Court of Appeals
• Writing for the Court: CACIOPPO
• Citation: Cocon, Inc. v. Botnick Bldg. Co., 570 N.E.2d 303, 59 Ohio App.3d 42 (Ohio App. 1989)
• Decision Date: 05 July 1989
• Docket Number: No. 14002,14002
• Parties: COCON, INC., Appellant, v. BOTNICK BUILDING COMPANY, et al., Appellees.

Page 42

59 Ohio App.3d 42

570 N.E.2d 303

COCON, INC., Appellant, v. BOTNICK BUILDING COMPANY, et al., Appellees.

No. 14002

Court of Appeals of Ohio, Ninth District, Summit County.

July 5, 1989.

Syllabus by the Court

Advocacy by a layman on behalf of complainants before a county board of revision constitutes the unauthorized practice of law as prohibited by R.C. 4705.01.

John P. Lazar, Barberton, for appellant.

Ralph P. Sobieski, Columbus, for appellees.

CACIOPPO, Presiding Judge.

In January 1979, Property Tax Consultants ("PTC"), and appellees entered into a contract wherein PTC would provide property tax consulting services. In September 1985, PTC represented appellees at a valuation hearing before the Summit County Board of Revision. As a result of the tax services to appellees, PTC invoiced the appellees a total of $17,811.45.

Appellees failed to pay PTC. Subsequently, PTC merged with appellant, Cocon. Cocon brought suit against the appellees requesting the amount owed for services pursuant to the contract. The case was referred to arbitration. The arbitration panel, deciding only the factual issues, found in favor of Cocon for the total amount requested in the complaint.

Subsequently, the trial court ruled on the parties' motions for summary judgment. The court granted the appellees' motion for summary judgment, thereby dismissing Cocon's complaint. From this judgment Cocon appeals.

Assignment of Error I

"The trial court erred in not construing defendant's motion for summary judgment, with regard to the 'real party in interest' issue as a motion to join a necessary party per Civ.R. 19(A)."

Cocon argues that the court erred in not construing appellees' motion for summary judgment as a Civ.R. 19(A) motion for joinder.

There is nothing in the record before us supporting Cocon's contention that appellees' motion for summary judgment should be construed as a motion for joinder.

Cocon's first assignment of error is overruled.

Assignment of Error II

"The trial court erred in finding that plaintiff-appellant is a foreign corporation within the meaning of O.R.C. Sec. 1703.29(A)."

R.C. 1703.29 states in part:

"(A) The failure of any corporation to obtain a license under sections 1703.01 to 1703.31, inclusive, of the Revised Code, does not affect the validity of any contract with such corporation, but no foreign corporation which should have obtained such license shall maintain any action in any court until it has obtained such license. * * * "

However, R.C. 1703.02 provides in part:

"Sections 1703.01 to 1703.31, inclusive, of the Revised Code do not apply to corporations engaged in this state solely in interstate commerce * * *."

Cocon concedes it is a Michigan corporation and is not licensed in Ohio pursuant to R.C. Chapter 1703. However, Cocon argues that it is exempt from such compliance since it is engaged only in interstate commerce in Ohio.

"The determination of whether a corporation engages solely in interstate commerce and is thus exempt from a state's licensing requirements is largely factual, dependent upon the totality of the relevant circumstances surrounding the corporation's business operations. * * * " Contel Credit Corp. v. Tiger (1987), 36 Ohio App.3d 71, 73, 520 N.E.2d 1385, 1386. However, "a foreign corporation engages in business within a state when 'it has entered the state by its agents and is there engaged in carrying on and transacting through them some substantial part of its ordinary and customary business * * *.' " Id. at 73, 520 N.E.2d at 1387.

In the instant case, Cocon filed a complaint and appeared before the Summit County Board of Revision on behalf of the appellees. It is apparent that Cocon is not engaged solely in interstate commerce and is thus not entitled to an R.C. 1703.02 exemption.

Cocon's...