A Mind Of Its Own

The Ohio Supreme Court has concluded that a title company engaged in unauthorized practice but that vicariously liability did not extend to the corporation’s president, chief executive officer, and sole owner

Here, the evidence shows that Hall did not prepare any of the deeds or affidavits at issue and that the corporation’s policy required all deeds and other legal instruments to be reviewed by an attorney. Relator has not identified any legal authority holding that corporate conduct constituting the unauthorized practice of law may be imputed to a corporate officer who has not actively participated in that conduct. Nor has relator shown that Hall exercised such complete control over the corporation that it had no separate mind, will, or existence of its own. Therefore, relator cannot establish all three of the elements necessary to pierce the corporate veil and hold Hall personally responsible for the acts of Nordic Title.

After thoroughly reviewing the record and evidence submitted by the parties, we agree with the board’s assessment that relator is entitled to judgment as a matter of law that Nordic Title engaged in the unauthorized practice of law, but that he failed to meet his burden of proof with respect to Hall. We also agree that Hall is entitled to a judgment as a matter of law that he cannot be held personally responsible for the corporation’s actions constituting the unauthorized practice of law.

A civil penalty of $10,000 was imposed on the company. (Mike Frisch)