Court of Appeals of Ohio, First District, Hamilton
CHAD P. WICK, Plaintiff-Appellant,
ROGER W. ACH, II, CHICAGO WEST PULLMAN, LTD., SOCIALPOINT, INC., and OUR TOWN MEDIA, INC., Defendants-Appellees.
Appeal From: Hamilton County Court of Common Pleas TRIAL NO.
Lindhorst & Dreidame and Barry F. Fagel, for
Strauss Troy Co., LPA, and Christopher R. McDowell, for
Stymied by his efforts to collect a judgment and convinced
that the debtor was hiding assets in various corporations,
the plaintiff-appellant here asks us to take a novel step
under Ohio law and recognize a claim for "reverse
piercing" of the corporate veil. We declined that
invitation a few years ago and decline it again today-Ohio
simply does not recognize such a cause of action. Creditors
situated similarly to the plaintiff have an array of paths
that they can pursue to secure satisfaction of their debts;
breaking the new legal ground requested here is as
unnecessary as it is unwise. We accordingly affirm the
judgment of the trial court dismissing the relevant claims in
This appeal originates with a 2009 money judgment that
plaintiff Chad Wick obtained against defendant Roger Ach.
After apparently years of unsuccessful efforts to collect on
that judgment, Mr. Wick initially filed a complaint in common
pleas court in January 2017, amending it in March of 2017.
The amended complaint presents claims against Mr. Ach, the
judgment debtor, and three companies, Chicago West Pullman,
Ltd., SocialPoint, Inc., and Our Town Media, Inc.,
(collectively, the "Companies") all allegedly
controlled by Mr. Ach in some capacity.
The amended complaint sought recovery on "reverse
corporate veil piercing," fraud, unjust enrichment, and
a creditor's bill theories. In response, Mr. Ach and the
Companies moved to dismiss on Civ.R. 12(B)(6) grounds for
failure to state a claim as well as under Civ.R. 9(B) (for
failure to plead the fraud claim with particularity).
Ultimately, the trial court granted dismissal on all of the
claims except the creditor's bill (which remains pending)
and certified the judgment for immediate appeal under Civ.R.
54(B). In granting the dismissal, the court noted that Ohio
does not recognize reverse corporate veil piercing, the fraud
claim failed to meet the pleading standard for such claims,
and Mr. Wick failed to demonstrate a benefit conferred on the
defendants necessary to support the unjust-enrichment claim.
From this dismissal Mr. Wick now appeals and presents three
assignments of error, all of which challenge the trial
court's dismissal of his various causes of action.
On appeal, we review a motion to dismiss on Civ.R. 12(B)(6)
grounds de novo. Burchard v. Ashland Cty. Bd. of Dev.
Disabilities, 5th Dist. Ashland No. 17-COA-041,
2018-Ohio-4408, ¶ 19 ("Our standard of review on a
Civil Rule 12(B) motion to dismiss is de novo.").
Dismissing a complaint under Civ.R. 12(B)(6) tests the
sufficiency of the complaint, and we construe the allegations
in a light most favorable to the plaintiff. Id.
First, appreciating that no court in Ohio has adopted reverse
corporate veil piercing, Mr. Wick implores this court to take
that step here. Unlike a traditional
piercing-the-corporate-veil scenario, where a corporation
deemed an alter ego of an individual renders the individual
liable for the debts of the corporation, reverse corporate
veil piercing imposes liability on a corporation for an
individual's debts. Mathias v. Rosser, 10th
Dist. Franklin Nos. 01AP-768 and 01AP-770, 2002-Ohio-2772,
¶ 34. Reverse corporate veil piercing, however, has not
been adopted in Ohio and was specifically rejected by this
court only a few years ago. Gershuny v. Gershuny,
1st Dist. Hamilton No. C-140482, 2015-Ohio-4454, ¶ 14.
As we explained in Gershuny, reverse piercing
"allows a judgment creditor to bypass the normal
judgment collection procedure of attaching the judgment to
the debtor's shares in the corporation, and instead
attach the corporate assets directly." Id. Such
a shortcut thus places the creditor in a better position than
the shareholder herself. After surveying the extant caselaw,
we observed that "Ohio is not one of the few
jurisdictions that have adopted the [reverse piercing]
doctrine * * * [and] [w]e decline to adopt this theory
Although Mr. Wick entreats us to distinguish
Gershuny, we could not embrace his reverse piercing
cause of action without overruling that precedent. We decline
to take such a step, particularly when nothing in the caselaw
suggests that reverse piercing is winning any more adherents.
Indeed, adoption of reverse piercing raises a variety of
policy-related concerns. For example, courts acknowledge that
these types of creditor claims can be dealt with through
other available remedies. See, e.g., Cascade Energy and
Metals Corp. v. Banks, 896 F.2d 1557, 1577 (10th
Cir.1990) ("more traditional theories of conversion,
fraudulent conveyance of assets, respondeat superior and
agency law are adequate to deal with situations where one
seeks to recover from a corporation for the wrongful conduct
committed by a controlling stockholder"). As one of our
sister state courts explained:
Judgment collection procedures offer judgment creditors
adequate protection in situations where outside reverse
piercing would not harm innocent shareholders and creditors,
legal remedies are inadequate, and the traditional
requirements of proving alter ego are met. By levying on the
debtor's shares, the ...