State ex rel. Crosset Co. v. Conrad

721 N.E.2d 986, 87 Ohio St. 3d 467
CourtOhio Supreme Court
DecidedJanuary 19, 2000
DocketNo. 96-2832
StatusPublished
Cited by21 cases

This text of 721 N.E.2d 986 (State ex rel. Crosset Co. v. Conrad) 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
State ex rel. Crosset Co. v. Conrad, 721 N.E.2d 986, 87 Ohio St. 3d 467 (Ohio 2000).

Opinions

Douglas, J.

At the time that New Crosset purchased the foreclosed assets of Old Crosset, R.C. 4123.32 provided:

“The administrator of workers’ compensation shall * * * adopt rules with respect to the collection, maintenance, and disbursements of the state insurance fund among which rules shall be the following:

a * X *

“(D) Such special rules as the administrator considers necessary to safeguard the fund and as are just in the circumstances, covering the rates to be applied where one employer takes over the occupation or industry of another or where an employer first makes application for state insurance, and the commission may require that if any employer transfers his business in whole or in part or otherwise reorganizes the business, the successor in interest shall assume, in [471]*471proportion to the extent of the transfer, * * * the employer’s account and shall continue the payment of all contributions due under this chapter [.]” (Emphasis added.) 143 Ohio Laws, Part II, 3317-3318.

The issue presented for our review is whether a corporation that purchases the foreclosed assets of another corporation through an intermediary bank may be held liable for the outstanding workers’ compensation claims costs incurred during the predecessor’s participation in a retrospective-rating plan. The court of appeals found R.C. 4123.32(D)3 applicable to this matter, and neither New Crosset nor the Bureau argues with that conclusion. However, given the unique factual circumstances surrounding Old Crosset’s “transfer of business,” we find that R.C. 4123.32(D), and more precisely the language emphasized above, is inapplicable. Therefore, under the specific facts of this case, we hold that New Crosset is not liable for the retrospective-rating claims costs of Old Crosset.

I

We begin with the premise that “ ‘[w]here the language of a statute is plain and unambiguous and conveys a clear and definite meaning there is no occasion for * * * [resort] to rules of statutory interpretation. An unambiguous statute is to be applied, not interpreted.’ ” Meeks v. Papadopulos (1980), 62 Ohio St.2d 187, 190, 16 O.O.3d 212, 213, 404 N.E.2d 159, 161, quoting Sears v. Weimer (1944), 143 Ohio St. 312, 28 O.O. 270, 55 N.E.2d 413, paragraph five of the syllabus. Statutory interpretation is necessary only in those instances when a statute is found to be subject to various interpretations. Id., 62 Ohio St.2d at 190, 16 O.O.3d at 214, 404 N.E.2d at 162. We conclude that the specific language of R.C. 4123.32(D) under consideration herein, ie., “employer transfers his business in whole or in part or otherwise reorganizes the business,” is plain and unambiguous. The language of the statute clearly refers to a voluntary act of the employer and not the involuntary transfer of the employer’s business through an intermediary bank.

In this matter, there was no transfer of the business by the employer. Old Crosset did not have any assets to transfer, as its assets had been seized by Society and Fifth Third. The transaction between New Crosset and the banks did not occur until after Old Crosset had ceased operation of its entire wholesale produce business. Thus, Old Crosset was not, nor could it have been, the transferor of its own assets.

[472]*472Additionally, New Crosset purchased the assets through an “Asset Sale Agreement.” The signatories to that agreement were TCC (New Crosset),. Castellini Company, Society, and Fifth Third. Old Crosset was not a party to the agreement. Here, the transferors of the assets are banks that have neither experience ratings nor workers’ compensation coverage to which New Crosset could succeed. The transfer of the assets was not achieved through a corporate transaction conducted between Old Crosset and New Crosset, but, instead, was accomplished by a sale between New Crosset and the banks.

While it is true that R.C. 1309.47(D)4 contemplates the discharge of security interests and other liens where, after default, collateral is disposed of by a secured party (here the banks), nevertheless the intent seems to be 'that a purchaser for value “takes free of all * * * rights and interests.” A contrary holding by this court would subject all purchasers of assets from secured parties, where the purchasers intended to continue in the same business, to liabilities of debtors, even though such purchasers might not have any way of determining what, if any, such liabilities might exist. Chances are that before, during, and after forfeiture of assets of a debtor to a secured creditor, even the secured creditor may not know or have any way to find out about any outstanding obligations junior to the secured creditor’s interest.

II

In reaching their decisions, both the court of appeals and the Bureau relied on this court’s decision in State ex rel. Lake Erie Constr. Co. v. Indus. Comm. (1991), 62 Ohio St.3d 81, 578 N.E.2d 458. As a result, significant portions of both parties’ arguments center on the applicability of Lake Erie and its interpretation of the R.C. 4123.32(D) phrase “successor in interest.”

In Lake Erie, Lake Erie Construction Company (“Lake Erie”) challenged a decision by the Bureau of Workers’ Compensation to combine the experience rating of its predecessor, the Paul E. Bleile Company, with that of its own. The court upheld the decision of the Bureau and, in so doing, rejected Lake Erie’s assertion that the common-law definition of “successor in interest” applied. Id. at 83, 578 N.E.2d at 460. In resolving the issue in Lake Erie, the court construed the term “successor in interest,” as contemplated by R.C. 4123.32(D) and former [473]*473Ohio Adm.Code 4127-7-02(B),5 for purposes of workers’ compensation, as meaning a “transferee of a business in whole or in part.” Id. at 84, 578 N.E.2d at 460.

New Crosset urges that Lake Erie is inapplicable to the instant matter, since the issue under consideration therein involved risk experience ratings and not a retrospective-rating premium plan, two concepts that New Crosset contends are irreconcilable. In contrast, the Bureau argues that the court’s decision in Lake Erie did not hinge on the type of rating involved and urges that we apply the definition of “successor in interest” set forth therein. The Bureau contends that New Crosset fits the definition of “successor in interest” espoused in Lake Erie because New Crosset is merely a transferee of Old Crosset’s business.

Lake Erie involved experience rating, a concept used to determine whether a particular employer should be assigned premium rates higher than or less than the “basic rate” that is assigned to employers within the same classification. In experience rating, the employer’s past claims history, or experience, is consulted to compute a rate that produces premiums sufficient to pay future claims. Ohio Adm.Code 4123-17-03.

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Cite This Page — Counsel Stack

Bluebook (online)
721 N.E.2d 986, 87 Ohio St. 3d 467, Counsel Stack Legal Research, https://law.counselstack.com/opinion/state-ex-rel-crosset-co-v-conrad-ohio-2000.