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Miller v. Miller & Miller Accountants9/5/2001
Myers v. Garson (1993), 66 Ohio St.3d 610. Mr. Troyer became appellant's partner in the purchase of the company during his employment as an accountant with appellee. Vol. II T. at 366. Mr. Troyer worked for appellant on behalf of appellee. Vol. II T. at 368-370. Mr. Troyer personally advised appellant on the purchases of businesses and had suggested the purchase of Refurbco. Vol. II T. at 372, 376. Twice appellant declined to purchase the company after discussing the idea with Mr. Troyer and visiting the company. Vol. II, p. 376, 379, 381-382. Mr. Troyer evaluated the company's prospectus only once, in September of 1991 prior to suggesting the purchase. Vol. II T. at 419. Despite the fact that appellant's attorney advised appellant and Mr. Troyer to get a certified balance sheet and statement of income, Mr. Troyer thought there was no reason to verify Mr. Underhill's numbers because the firm was working with them. Vol. II T. at 423-425, 435-436; Plaintiff's Exhibit 15. Appellant testified he discussed the acquisition of the company with Mr. Underhill through Mr. Lovett, and he relied on appellee's assurances. Vol. III T. at 145, 151-157. During the time of Mr. Troyer's employment, both Mr. Klopfer and Mr. Lovett reviewed and oversaw Mr. Troyer's work as an accountant. Vol. I T. at 368. Mr. Klopfer testified as cited supra as to what an accounting firm should recommend in advising a client interested in purchasing a business. Although Mr. Klopfer never personally worked for appellant, he did do some work for Mr. Underhill. Vol. I T. at 105, 169. Mr. Klopfer freely admitted the numbers reported by Mr. Underhill regarding the company were never tested and " e didn't do due diligence on it." Vol. I T. at 99. Mr. Klopfer did not know if the numbers were accurate. Vol. I T. at 100. Nevertheless, Mr. Klopfer testified he told appellant via Mr. Troyer that the purchase price was fair and "anytime you can purchase at book value you're getting a pretty good deal." Vol. I T. at 85-86, 87-88; Vol. II T. at 404. Mr. Klopfer believed the firm represented appellant until Mr. Troyer became his partner (April 1992). Vol. I T. at 113. Appellee billed appellant for services up to the meeting that finalized the sale (March 1992). Vol. I T. at 129, 133, 166-167, 395; Plaintiff's Exhibit 13. It was Mr. Klopfer's opinion that Mr. Lovett, a partner in the firm, represented Mr. Underhill at the sale. Vol. I T. at 132, 177. Mr. Lovett also testified and admitted that appellee charged both appellant and Mr. Underhill for the sale. Vol. I T. at 166-167. Mr. Lovett testified he was the partner personally involved with the company. Vol. I T at 168-169. Mr. Lovett told Mr. Underhill to "recheck his mathematics" on the cash flow projections, and was aware that the company was behind in its payments to appellee for accounting services. Vol. I T. at 186-188; Plaintiff's Exhibit 201. Mr. Lovett prepared the "report on compilation of financial statements" for the company. Vol. I T. at 193-194. Mr. Underhill testified that Mr. Lovett reviewed the proforma supplied to appellant, and Mr. Lovett acknowledged in a note the age of the inventory. Vol. IV T. at 344, 357. Despite appellee's position that Mr. Lovett advised appellant to stop the sale if he was worried about the numbers, it was not until March of 1992 that appellee stopped billing appellant. Vol. II T. at 438. Up to that time line when Mr. Troyer became partners with appellant in April of 1992, appellee represented appellant. Vol. III T. 17, 19-20. After hours of testimony, there is nothing in the record to suggest that Mr. Lovett and Mr. Troyer (when working on behalf of appellee) followed any of the requirements enumerated by Mr. Klopfer that should be done when representing as an accountant a potential purc
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