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Petitioner argues that Exley was an employee of A. Pavlik
and not of petitioner. To support this argument, petitioner
relies on Ohio law addressing the authority of directors of a
corporation to act on behalf of the corporation. As a result,
petitioner argues that “the factors which are considered when a
determination is being made as to whether an individual is an
independent contractor or an employee are not involved”.
Petitioner cites Campbell v. Hospitality Motor Inns, Inc.,
493 N.E.2d 239 (Ohio 1986), for the proposition that “the Supreme
Court of Ohio determined that an unauthorized employment contract
was not binding upon the corporation, unless the employment
contract was impliedly ratified by the board of directors”. In
Campbell v. Hospitality Motor Inns, Inc., supra at 242, the court
reaffirmed the rule that an unauthorized contract may be
impliedly ratified where the directors have actual knowledge of
the facts and (1) accept and retain the benefits of the contract,
(2) acquiesce in it, or (3) fail to repudiate the contract within
a reasonable period of time. Id.
Respondent argues that Exley was an employee of petitioner
because: (1) Petitioner had the right to control how Exley
performed the services; (2) petitioner invested in the work
facilities used by Exley; (3) Exley had no opportunity for profit
or loss; (4) petitioner had the power to discharge Exley;
(5) Exley’s work was part of petitioner’s regular business;
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