7 Ohio App. 3d 281 - Chatman v. Day’s Empirical Analysis

Citation profile

14 state decisions

Most-quoted passages

The sentences later courts lift from this opinion, ranked by how many decisions quote each — the parts of the opinion doing the work. These counts are smaller than the citation total above because most of the 18 citing decisions cite the case generally; a passage count includes only decisions quoting that exact language verbatim.

1. “[U]nder R.C. 1701.88(A) of the general Corporation Act, when the articles of a corporation are canceled, whether by the Secretary of State or otherwise, the authority of the corporation to do business ceases and after such termination officers who carry on new business do so as individuals, lose the protection of the Corporation Act, and are personally responsible for such obligations as they incur.”

   3 later decisions quote this exact passage
   e.g. Quality Interiors, Inc. v. American Management & Development Corp. · 29 Ohio App. 3d 82 - Nabakowski v. 5400 Corporation

2. “When a corporation is dissolved voluntarily or when the articles of a corporation have been canceled or when the period of existence of the corporation specified in its articles has expired, the corporation shall cease to carry on business and shall do only such acts as are required to wind up its affairs, but for such purpose it shall continue as a corporation.”

   3 later decisions quote this exact passage
   e.g. 11 Ohio App. 3d 284 - Columbia Real Estate Title Insurance v. Columbia Title Agency, Inc. · 29 Ohio App. 3d 82 - Nabakowski v. 5400 Corporation

3. ““[Rationalizations based upon public policy, de facto activities, immunity from collateral attack and the like are founded upon the existence of a corporate entity by force of legislative enactment. When the enactment creating the corporation also provides for its termination and denies it the right to do business other than to liquidate, there is no necessity in a case such as we have here to rely upon other than statutory enactments unless the facts necessitate such rationalization. Estoppel may be justified against one who obtained corporate assets after forfeiture, but no rationalization will justify an officer or excuse his personal responsibility when he has been stripped of the authority by the sovereign that gave him such power. Such is the effect of R.C. 1701.88(A). To conclude otherwise is to encourage fraud upon the public by those who know or should know that the legislature canceled their authority to act as agent for the corporation.” Id. at 283-284 .”

   1 later decision quote this exact passage
   e.g. 29 Ohio App. 3d 82 - Nabakowski v. 5400 Corporation