Hudson v. Petrosurance, Inc.

2010 Ohio 4505, 936 N.E.2d 481, 127 Ohio St. 3d 54
CourtOhio Supreme Court
DecidedSeptember 29, 2010
Docket2009-1816
StatusPublished
Cited by190 cases

This text of 2010 Ohio 4505 (Hudson v. Petrosurance, Inc.) is published on Counsel Stack Legal Research, covering Ohio Supreme Court primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Hudson v. Petrosurance, Inc., 2010 Ohio 4505, 936 N.E.2d 481, 127 Ohio St. 3d 54 (Ohio 2010).

Opinions

O’Donnell, J.

{¶ 1} The superintendent of insurance for the state of Ohio, Mary Jo Hudson, acting in the capacity as liquidator of the Oil & Gas Insurance Company (“OGICO”), appeals from a judgment of the Tenth District Court of Appeals that reversed a grant of summary judgment in favor of the superintendent on a declaratory-judgment action and held that the superintendent had no authority to pay interest to creditors and claimants of OGICO before paying the shareholders of OGICO.

{¶ 2} The issue presented on this appeal is whether the liquidator may pay interest to the insurer’s creditors and other preferred claimants on allowed claims before paying the funds remaining in the estate to the insurer’s shareholders, in this case, Petrosurance, Inc.

{¶ 3} The Insurers Supervision, Rehabilitation, and Liquidation Act (“Liquidation Act”), codified in R.C. Chapter 3903, establishes nine prioritized classes of [55]*55claims that can be filed against an insurer’s estate during liquidation and directs the liquidator to exhaust the estate’s assets by paying approved claims in full to the insurer’s creditors and preferred claimants in the order of the priority established by the General Assembly in R.C. 3903.42, but no provision in that act expressly authorizes payment of interest to any claimant. Accordingly, we affirm the judgment of the court of appeals that the superintendent lacks authority to pay interest to OGICO’s creditors and other claimants, and we remand the case to the trial court for further proceedings in accordance with our decision.

Facts and Procedural History

{¶ 4} The Oil & Gas Insurance Company operated as an Ohio property and casualty insurance company primarily insuring oil- and gas-related activities until August 1990, when the Franklin County Court of Common Pleas declared it insolvent and ordered the superintendent of insurance to liquidate the assets of the company, over the objection of its sole shareholder, Petrosurance, Inc. Subsequently, the court ordered all claims against the assets of OGICO to be submitted by December 31,1997.

{¶ 5} Pursuant to that court order, the superintendent of insurance collected and verified the submitted claims, and the trial court authorized payment to OGICO’s policyholder claimants in 2004 and to OGICO’s general creditors and state and local governments in 2006. After making these expenditures, the superintendent held a balance in the estate exceeding $13 million. Thereafter, in 2006, representatives of the superintendent provided a claim form to Petrosurance, suggesting that it assert its right to the remaining funds.

{¶ 6} However, on April 30, 2007, before Petrosurance returned its proof-of-claim form, the superintendent filed a declaratory-judgment action against Petrosurance and Mark Hardy,1 seeking a declaration that they had no right to any remaining funds because neither had an allowed claim against the estate. Petrosurance counterclaimed, asserting that it is entitled to the funds because it is OGICO’s sole shareholder and the liquidation statute provides that after paying all claims and any remaining administrative expenses, any balance belongs to shareholders of the liquidated insurance company. The trial court dismissed Petrosurance’s counterclaim, stating that a claimed right to the funds must be [56]*56established in accordance with the Liquidation Act and that it lacked jurisdiction to hear the counterclaim because the act bars civil actions against an insurer or liquidator after the court enters its liquidation order.

{¶ 7} On October 16, 2007, Petrosurance submitted its proof of claim to the superintendent, asserting entitlement to the remaining funds as the sole shareholder of OGICO. On November 1, 2007, the superintendent advised Petrosurance that its proof of claim would not be filed, because the company submitted it after the December 31, 1997 filing deadline and because its claim was encompassed in a prior claim filed by Hardy in 1991 and no objection had been filed in response to the superintendent’s denial of that claim.

{¶ 8} The superintendent then moved for summary judgment in the declaratory judgment action, arguing that Petrosurance had waived its right to the remaining funds by failing to submit a timely claim, and further arguing that Hardy had waived his right to the remaining funds by failing to object to the superintendent’s denial of his prior claim. The superintendent sought a declaration that Petrosurance had no interest in the OGICO liquidation estate and also sought permission to distribute pro rata shares of the remaining funds to the creditors whose claims had been allowed as interest on those claims. Petrosurance also moved for summary judgment, contending that its proof of claim properly asserted entitlement to the funds as OGICO’s sole shareholder.

{¶ 9} On November 13, 2007, the court granted the superintendent’s motion for summary judgment with respect to Hardy, concluding that the superintendent had properly denied his 1991 claim because it had not been supported by any evidence and that Hardy lacked standing to complain of that denial because he failed to object in accordance with the procedure set forth in R.C. 3903.39.

{¶ 10} Subsequently, on August 5, 2008, the court granted summary judgment in favor of the superintendent, concluding that interest could be paid to the creditors and preferred claimants on the principal of their claims. However, it declined to decide whether Petrosurance had properly asserted its claim, because it concluded that, as a practical matter, no funds would remain sufficient to pay Petrosurance once the superintendent paid interest on the other claims.

{¶ 11} Petrosurance appealed to the Tenth District Court of Appeals, which reversed the trial court’s entry of summary judgment in favor of the superintendent, concluding that “Petrosurance did not waive its right to file a claim for the surplus funds, that the absolute final bar date did not apply to Petrosurance’s shareholder claim, and that the payment of interest to higher priority claimants is not permitted under R.C. 3903.42.” Hudson v. Petrosurance, Inc., 10th Dist. No. 08AP-1030, 2009-Ohio-4307, 2009 WL 2596962, ¶45. The appellate court also stated that the superintendent had erroneously refused to file Petrosurance’s proof of claim and had refused to request a hearing when Petrosurance objected [57]*57to the superintendent’s refusal to file its claim. Id. at ¶ 46. The appellate court observed that, based on the trial court’s erroneous ruling that the superintendent could pay interest to creditors, the court had never determined whether Petrosurance was entitled to the surplus funds. The appellate court then remanded the matter for further proceedings.

{¶ 12} On appeal to this court, the superintendent presents one proposition of law: “When all creditors’ claims against a liquidated insurance company have been paid in principal and a surplus remains, the liquidator must pay the creditors for interest that accrued during liquidation before paying any remainder to the company’s shareholders.”

{¶ 13} The superintendent contends that although R.C. Chapter 3903 neither explicitly allows nor prohibits the payment of interest to creditors, the absence of a specific provision for interest does not render the obligation to pay interest a nullity, since the purpose of the statute is to protect the insureds, claimants, creditors, and the public generally, and any ambiguity must be liberally construed in favor of these groups.

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Cite This Page — Counsel Stack

Bluebook (online)
2010 Ohio 4505, 936 N.E.2d 481, 127 Ohio St. 3d 54, Counsel Stack Legal Research, https://law.counselstack.com/opinion/hudson-v-petrosurance-inc-ohio-2010.