, Humanus Corp. v. Dir., Ohio Dept. of Job & Family Servs. :: 2020 :: Ohio Court of Appeals, Tenth District Decisions :: Ohio Case Law :: Ohio Law :: US Law :: US LAW

Humanus Corp. v. Dir., Ohio Dept. of Job & Family Servs. :: 2020 :: Ohio Court of Appeals, Tenth District Decisions :: Ohio Case Law :: Ohio Law :: US Law :: US LAW

    Humanus Corp. v. Dir., Ohio Dept. of Job & Family Servs.

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    [Cite as Humanus Corp. v. Dir., Ohio Dept. of Job & Family Servs., 2020-Ohio-6940.] IN THE COURT OF APPEALS OF OHIO TENTH APPELLATE DISTRICT Humanus Corp., : Appellant-Appellant, : No. 19AP-764 v. : (C.P.C. No. 19CV-2148) Director, Ohio Department of Job and Family Services, : (REGULAR CALENDAR) Appellee-Appellee. : : D E C I S I O N Rendered on December 29, 2020 On short: Sara L. Rose, LLC, and Sara L. Rose, for appellant. Argued: Sara L. Rose. On short: Dave Yost, Lawyer General, and Laurence R. Snyder, for appellee. Argued: Laurence R. Snyder. APPEAL from the Franklin County Court of Common Pleas KLATT, J. ¶ 1 Appellant, Humanus Corporation ("Humanus"), appeals from a judgment of the Franklin County Court of Common Pleas declaring the choice of the Ohio Unemployment Compensation Review Commission ("Commission") locating that Humanus is a accountable employer below Ohio unemployment repayment law. Because the trial court did not abuse its discretion in finding reliable, probative, and considerable proof supporting the Commission's selection, we verify. ¶ 2 Humanus contracts with instructional specialists to fill positions at public and charter faculties with which Humanus has an agreement to offer staffing services. No. 19AP-764 2 Pursuant to this arrangement, the academic expert executes agreements with Humanus—a "Master Independent Contractor Agreement" ("Master Agreement") and "Addendum A: Independent Contractor Engagement Agreement" ("Engagement Agreement"). The Master Agreement sets forth the connection among the academic professional, defined therein as an "Independent Contractor," who engages Humanus on a non-exceptional basis for the reason of obtaining referrals to Humanus' faculty customers in want of the abilties possessed by way of the instructional expert on a limited foundation. ¶ three The Master Agreement consists of several provisions germane to the immediately action. One such provision, entitled "Independent Contractor Agreement," states that as an unbiased contractor, the academic expert isn't always an worker of both Humanus or the college. Another provision, captioned "HIRING," states that the school, not Humanus, is the last decisionmaker concerning hiring. A provision captioned "SUPERVISION" states that Humanus will not supervise the services completed through the educational professional; rather, supervisory responsibility rests with the school. ¶ 4 A "COMPENSATION" provision states that the price of compensation to be received via the instructional professional for services executed for the faculty is set forth inside the Engagement Agreement. The compensation provision calls for the academic expert to post weekly invoices and/or timecards for completed offerings to the faculty for evaluation and approval and then submit copies of the accredited invoices and/or timecards to Humanus, who then will pay the educational expert. The provision warns that failure to well timed offer this statistics to Humanus will bring about not on time price to the academic expert. ¶ five A "PROFESSIONAL QUALIFICATION AND LICENSES" provision requires the educational expert to offer Humanus with a announcement concerning his or her educational, salary, and work records. In addition, the supply requires the academic expert to stable and preserve, at his or her very own cost, all licenses and certifications required for referrals sought by using the instructional professional after which provide copies of these documents to Humanus, who then submits them to the school. An "INSURANCE" provision calls for the educational expert to maintain, at his or her very own cost, malpractice and liability insurance and provide copies of these files to Humanus, who can also then ahead them to the college. No. 19AP-764 three ¶ 6 A provision captioned "SUBCONTRACTORS" lets in the instructional expert to subcontract all or a part of the offerings furnished to the college, furnished that the educational expert verifies and validates that the subcontractor abides by using the terms of the Master Agreement, which include preservation of proper licensure and coverage. ¶ 7 A "TERMINATION BY HUMANUS" provision entitles Humanus to terminate the Master Agreement with the instructional expert at any time "for motive" without strengthen be aware. The Master Agreement defines "for motive" as: (1) failure to steady or maintain important licenses or certifications; (2) failure to secure or hold insurance coverages required by way of the Master Agreement; (three) misrepresentation, dishonesty, or theft; (four) crook behavior (aside from minor site visitors violations); (5) arbitrary or unreasonable failure to carry out any term of the Master Agreement; (6) physical or intellectual disability stopping performance of important activity responsibilities required through the school; (7) financial ruin submitting via or towards the academic professional; (8) breach of the Master Agreement; and (nine) another movements or behavior with the aid of the academic expert that Humanus reasonably believes is destructive to the conduct of its enterprise. ¶ 8 A "TERMINATION BY INDEPENDENT CONTRACTOR" provision calls for the educational expert, if terminating the Master Agreement previous to the expiration of the said term, to offer Humanus 30 days' notice of the rationale to terminate; early termination is considered a breach of the settlement for which Humanus may additionally examine damages. A provision entitled "NO CONFLICTING AGREEMENTS" prohibits an academic professional, without Humanus' prior written consent, from dealing without delay or in a roundabout way with any of the individuals or groups related to the availability of offerings to the faculty for a duration of 24 months following termination of the Master Agreement. ¶ 9 The Engagement Agreement units forth the unique school for which the academic professional will offer services as well as the repayment paid by using Humanus for the ones offerings. It describes the "responsibilities to be performed" because the provision of offerings "as directed by Humanus' Client." The Engagement Agreement reiterates the necessities for submission of invoices and timecards and the consequences for premature compliance. It additionally states that the instructional professional have to notify Humanus regarding the failure to perform scheduled services for the preceding week. No. 19AP-764 4 ¶ 10 The Engagement Agreement in addition offers that Humanus may also terminate the academic professional's services for any of six motives defined as "for motive": (1) commission of a criminal; (2) fee of against the law constituting moral turpitude, consisting of fraud or crimes involving dishonesty; (3) failure to carry out responsibilities in a able manner as determined by using the college; (4) failure to comply with directives from the college, the faculty's board of administrators or handling officers, or the faculty's written guidelines; (five) commission of any act that harms the faculty's recognition, standing, or credibility in the network in which it operates or with its clients or suppliers; and (6) failure to perform the obligations assigned by way of Humanus or the faculty for any motive. The Engagement Agreement also consists of a "Non-Circumvention Clause" which commonly reiterates the noncompete provision contained in the Master Agreement. ¶ eleven Humanus' contract with the customer college is captioned "AGREEMENT FOR STAFFING SERVICES." Pertinent provisions kingdom that Humanus screens qualified instructional professionals prior to referring such individuals to the school. The selection whether to lease the instructional professional rests with the college, not Humanus. Humanus isn't accountable for and does not manipulate or supervise the offerings provided via the instructional professional to the school. The academic expert is considered an independent contractor, no longer an employee of both Humanus or the college. ¶ 12 In addition to the agreements, the educational professional additionally executes a record entitled "WAIVER OF UNEMPLOYMENT COMPENSATION, WORKER'S COMPENSATION, AND DISABILITY INSURANCE." In that file, the educational expert acknowledges his or her reputation as a self-hired unbiased contractor, that he or she will be able to no longer be supervised with the aid of Humanus, and that he or she waives the proper to the aforementioned advantages. ¶ 13 In November 2015, Denise Goodrich, an intervention specialist, executed a Master Agreement, an Engagement Agreement, and a advantages rights waiver in reference to Humanus' referral of Goodrich to certainly one of its customer faculties. In August 2017, Humanus terminated those agreements after learning that Goodrich had allowed her coaching license to lapse. Thereafter, Goodrich carried out for unemployment reimbursement benefits. Pursuant to an audit, appellee, the Director of the Ohio Department of Job and Family No. 19AP-764 5 Services ("ODJFS"), concluded that Goodrich was a Humanus worker in included employment who changed into entitled to unemployment reimbursement blessings. ¶ 14 As a end result of the audit, ODJFS mailed an "Ohio Unemployment Tax Notification Determination of Employer's Liability and Contribution Rate Determination" (the "dedication") to Humanus on December 1, 2017. The determination indicated that ODJFS considered Humanus an agency below R.C. 4141.01 issue to Ohio unemployment repayment regulation. Pursuant to R.C. 4141.25, ODJFS set Humanus' contribution fee at 2.7 percentage for 2016 via 2018. The dedication implemented to the offerings provided by means of Goodrich, in addition to "all people rendering similar offerings." ¶ 15 In reaction to its request for reconsideration of the dedication, Humanus was apprised through e mail from the Director's designee that due to the interrelationship among unemployment compensation blessings and tax liability, Humanus must well timed attraction the blessings dedication. Humanus was informed that the tax appeal could be held in abeyance until the blessings issue changed into resolved; thereafter, a reconsidered selection on the tax issue could be issued according with resolution of the blessings problem. ¶ 16 Humanus appealed the advantages willpower to the Commission, which held a telephonic hearing on April nine, 2018. Goodrich did not appear at the hearing. Humanus provided the testimony of its Vice President of Related Services, Tom Gradowski, who testified that pursuant to its agreements with Goodrich, Humanus referred her to an Ohio constitution college with whom Humanus contracted to provide educational staffing services. Humanus forwarded Goodrich's resume to the college, which then contacted Goodrich directly and achieved necessary historical past assessments. The selection to interact Goodrich changed into at the faculty's sole discretion. After being notified by using the college that it had engaged Goodrich's offerings, Humanus had no similarly touch with the faculty. Goodrich submitted invoices to Humanus for the services she finished for the college; Humanus then billed the school at a better fee than Goodrich changed into paid pursuant to her settlement with Humanus. ¶ 17 According to Gradowski, Humanus confirmed Goodrich's teaching licensure, however did no longer pay for it. Goodrich provided her very own academic substances. Further, with or without involvement of the faculty, Goodrich ought to subcontract the offerings she provided to every other person furnished that person become certified inside the equal area of expertise region as No. 19AP-764 6 Goodrich. Gradowski in addition testified that Humanus did now not have direction or control of the services performed by using Goodrich. Humanus considered Goodrich to be an independent contractor and furnished her a 1099 tax form; as a result, Humanus did now not file her earnings to ODJFS. ¶ 18 For its case, ODJFS submitted the affidavit of Ann Parker, an Unemployment Compensation Examiner 2, who averred that she reviewed Goodrich's benefits declare to decide whether or not she changed into hired through Humanus and whether the offerings Goodrich provided to Humanus have been included under Ohio unemployment compensation law. Parker connected to her affidavit several well-knownshows referring to her evaluate. Among the ones famous have been documents submitted by way of Gradowski concerning Goodrich's dating with Humanus. (ODJFS Ex. 1, B.) Included in the ones documents became an electronic mail from Gradowski to Parker declaring that no person from Humanus ever met with or interviewed Goodrich. This e mail also referenced an Internal Revenue Service 20-point take a look at applied in determining independent contractor fame, with Gradowski's corresponding responses. ¶ 19 On April 18, 2018, the hearing officer issued a choice maintaining the Director's willpower that Goodrich turned into an employee in covered employment with Humanus, but reversed the dedication that Goodrich became entitled to unemployment reimbursement advantages. Specifically, the hearing officer found that Goodrich was ineligible for advantages primarily based upon a disqualifying occasion (i.e., her employment were terminated for simply cause, as she had did not preserve a coaching license). ¶ 20 Humanus sought evaluation through the Commission, which become disallowed. Humanus' attraction to the Franklin County Court of Common Pleas turned into stayed pending resolution of the tax case. Humanus Corp. v. Ohio Dept. of Job and Family Servs., Franklin C.P. No. 18CV-5250 (Oct. 31, 2018 Order of Stay). ¶ 21 In a reconsidered selection issued September 12, 2018 in the tax case, the Director maintained the position set forth within the dedication. Humanus appealed to the Commission, which held a listening to on January 24, 2019. Goodrich did not attend the hearing despite being subpoenaed to seem. The April nine, 2018 hearing transcript and April 18, 2018 blessings dedication had been included into the record. In addition, Gradowski offered testimony constant with that supplied on the April 9, 2018 listening to, with some additions and clarifications. To that quit, Gradowski testified that Humanus No. 19AP-764 7 truly refers instructional specialists to faculties with whom Humanus has staffing agreements. Humanus' commercial enterprise version gives schools flexibility to interact educational experts according with their staffing wishes and allows academic professional flexibility to select their very own paintings schedule. The academic professionals do not meet individually with Humanus employees throughout the referral process. ¶ 22 According to Gradowski, Humanus does not manage the paintings schedules for the academic experts and can't compel them to paintings additional or fewer hours. In addition, Humanus has no know-how, aside from a trendy job description, of the offerings the academic professionals perform for the colleges with a purpose to permit Humanus to supervise them. The instructional specialists touch the college without delay to request day without work. Humanus learns what hours the instructional specialists work only after receiving their invoices. The college determines what level of schooling or licensure is required of the academic experts. Humanus presents no schooling or orientation, does not behavior overall performance critiques, and in no way meets with the academic professionals. Gradowski additionally averred that some of the academic specialists provide services to a couple of faculties per week at diverse locations. The instructional professionals do not provide Humanus with oral or written development reports. Humanus neither can pay for expert licensure and/or malpractice and legal responsibility coverage nor reimburses the instructional experts for his or her out-of-pocket costs. Humanus does now not reimburse educational specialists for costs incurred or elements utilized in acting offerings for the college. The academic experts' pay may be behind schedule if they do not well timed submit invoices to the school or if the faculty delays fee to Humanus. ¶ 23 Gradowski in addition testified that the educational professionals can make a income by subcontracting their services to another for a lesser quantity than they would get hold of below the Engagement Agreement. Conversely, the educational professionals may additionally preserve a loss if the costs incurred in supplying services to the faculty (together with expert licensure and malpractice and legal responsibility coverage) exceed the amount received underneath the Engagement Agreement, if the supply of services to the school ends earlier than predicted, or if the faculty fails to pay for the offerings furnished. No. 19AP-764 eight ¶ 24 As to Goodrich mainly, Gradowski testified that she referred to as the school, now not Humanus, to report if she have been not able to offer services on a selected day. He similarly referred to that in emails Goodrich mentioned the faculty principal as her "boss" and stated herself as a "representative" with Humanus, no longer an worker. (Jan. 24, 2019 Tr. at 18, 19.) ¶ 25 Megan Robinson, an ODJFS attorney, testified on behalf of ODJFS; she identified ODJFS's famous and provided short reasons approximately them. On crossexamination, she became puzzled approximately the notes Parker supplied in regards to her interview of Goodrich together with her claim for unemployment compensation blessings. Robinson averred that consistent with Parker's notes, Goodrich pronounced that the faculty to which she furnished intervention expert offerings paid Humanus, not her, that she was paid hourly and biweekly from timesheets she submitted to Humanus that had to be signed by the faculty, and that her agreements with Humanus constrained her ability to locate employment for a length of 24 months after termination of these agreements. Parker's notes also included a locating that the Humanus agreements delegated route and control of Goodrich's work to the faculty. ¶ 26 When questioned about Parker's delegation of direction and manage locating, Robinson averred that "there's lots of proof of delegation." Id. at 40. As an instance, Robinson mentioned that Humanus exercised monetary manipulate over Goodrich, as Humanus paid her. Robinson additionally referred to that the connection between Goodrich and the college turned into organized via Humanus. In addition, Robinson mentioned provisions of the Master Agreement concerning submission of weekly invoices and timecards to Humanus, and termination "for reason" with out advance word. Robinson recounted the availability of the Master Agreement permitting instructional experts to subcontract offerings but cited that such turned into restricted to subcontractors with valid coaching licenses. As to the delegation of course and/or manipulate by using Humanus to the school, Robinson pointed to the Engagement Agreement provision pointing out that "[d]uties which are executed by way of the impartial contractor are generally defined as follows: Provide offerings as directed through Humanus' purchaser." Id. at 44. ¶ 27 As proof of the instructional experts' fame as employees of Humanus as opposed to unbiased contractors, Robinson pointed to provisions of the No. 19AP-764 nine Humanus agreements concerning weekly invoicing to Humanus, well timed notification with the aid of the instructional specialists to Humanus concerning failure to carry out scheduled offerings for the preceding week, and the 24-month prohibition on touch with the faculty following termination of the Humanus agreements. Robinson disagreed with Gradowski's testimony regarding the instructional specialists' capacity to make a earnings or sustain a loss. To that quit, Robinson averred that an hourly fee pay shape makes it hard to illustrate income or loss and, inside the gift case, ODJFS did no longer uncover any evidence of either. ¶ 28 On February 27, 2019, the Commission issued a decision maintaining the Director's reconsidered choice. The Commission concluded that Goodrich become engaged in protected employment and Humanus became liable for unemployment repayment tax below Ohio regulation. ¶ 29 Humanus appealed the Commission's decision to the Franklin County Court of Common Pleas pursuant to R.C. 4141.26. On October eight, 2019, the trial court issued a choice and judgment entry maintaining the Commission's decision, locating that it become supported by using dependable, probative, and widespread evidence. Humanus timely appeals, setting forth two assignments of errors for our assessment: [I]. The trial court docket erred in ruling that the assessment fee's decision was supported via dependable, probative, and huge evidence. [II]. The trial court docket erred in finding that Humanus became a transient services corporation beneath O.A.C. 4141-three-06. ¶ 30 Before thinking about the deserves of Humanus' assignments of errors, we have to first address the parties' dispute over the proper preferred of review. Humanus asserts that this courtroom need to hire the same scope of assessment because the not unusual pleas court below R.C. 4141.26(D)(2), that is, "do not forget the complete file and decide whether or not [the Commission's] order is supported via dependable, probative, and good sized evidence and [is] in accordance with law." (Humanus Brief at 7.) Humanus cites Tzangas, Plakas & Mannos v. Admr., Ohio Bur. of Emp. Servs., 73 Ohio St.3d 694, 696 (1995) for the proposition that "[t]his court docket's scope of review is similar to the trial court." Humanus' reliance on Tzangas is misplaced, as that case addressed whether or not the Unemployment Compensation Board of Review's willpower that an worker was terminated for "simply cause," and hence No. 19AP-764 10 ineligible for unemployment repayment benefits pursuant to R.C. 4141.29(D)(2)(a), changed into illegal, unreasonable, or towards the appear weight of the evidence. Addressing the relevant fashionable of evaluate, the Supreme Court of Ohio mentioned that R.C. 4141.28(O), the statute putting forth the appeals method for "simply purpose" determinations, does now not create distinctions among the scope of assessment of not unusual pleas courts and appellate courts. Id. Tzangas did not cope with R.C. 4141.26(D)(2), the statute applicable to appeals from decisions of the Commission affecting the liability of an organization to pay unemployment compensation or the amount of such contribution. ¶ 31 As ODJFS factors out, this court docket has continually held that there is a distinction among the scope of review of common pleas courts and appellate courts in R.C. 4141.26(D)(2) instances. We referred to this difference in BRT Transp., LLC v. Ohio Dept. of Job & Family Servs., tenth Dist. No. 14AP-800, 2015-Ohio-2048: The commonplace pleas court docket's wellknown of evaluate for appeals from selections of the commission affecting the liability of an enterprise to pay unemployment compensation contributions or the quantity of such contributions is ready forth in R.C. 4141.26(D)(2), which states in pertinent element that a not unusual pleas court docket may verify a decision of the commission "if it unearths, upon consideration of the entire document, that the determination or order is supported through dependable, probative, and considerable proof and is according with regulation." This court's position in reviewing a choice of the fee appealed pursuant to R.C. 4141.26 is narrower than the position of the trial court. Miracle Home Health Care, L.C.C. v. Ohio Dept. of Job & Family Servs., 10th Dist. No. 12AP-318, 2012-Ohio-5669, ¶ 18. As to issues of truth appealed pursuant to R.C. 4141.26, this court determines most effective if the commonplace pleas courtroom abused its discretion. An abuse of discretion calls for extra than an mistakes in judgment. To discover an abuse of discretion, we must finish that the trial court docket's choice become with out an affordable foundation and in reality incorrect. Id. However, this court's evaluation of questions of regulation is plenary. Kate Corp. v. Ohio Unemp. Comp. Review Comm., tenth Dist. No. 03AP-315, 2003-Ohio-5668, ¶ 7. Id. at ¶ 15. ¶ 32 Thus, pursuant to BRT, Miracle Home Health Care, LLC v. Ohio Dept. of Job & Family Servs., 10th Dist. No. 12AP-318, 2012-Ohio-5669, and other choices of this courtroom, we reaffirm our long-standing role that in R.C. 4141.26(D)(2) instances, our overview of a tribulation court's choice is plenary with regard to questions of law, however constrained to No. 19AP-764 eleven figuring out whether the trial court abused its discretion as to authentic problems. See, e.g., BNA Constr., Ltd. v. Dir. of Ohio Dept. of Job & Family Servs., tenth Dist. No. 16AP-317, 2017Ohio-7227, ¶ 24-25; McConnell v. Ohio Bur. of Emp. Servs., 10th Dist. No. 95APE03-262, (Oct. five, 1995); Eisenhour v. State Unemployment Comp. Bd. of Review, tenth Dist. No. 97APE03-349 (Aug. 12, 1997). Having decided the precise general of overview, we now don't forget the deserves of Humanus' assignments of error. ¶ 33 In its first mission of blunders, Humanus argues that the trial court erred in concluding that the Commission's decision locating Humanus a in charge organisation under Ohio unemployment reimbursement regulation was supported by way of dependable, probative, and big proof. Specifically, Humanus claims that the trial court erred in maintaining the Commission's type of Goodrich and different individuals rendering similar offerings as employees of Humanus, in place of unbiased contractors. ¶ 34 Ohio law calls for employers to contribute to Ohio's unemployment reimbursement fund. R.C. 4141.09; R.C. 4141.23. ODJFS maintains a separate account for each organisation's contributions and determines the charge at which an organisation need to contribute to that account. R.C. 4141.24; R.C. 4141.25. The contribution fee is applied to the wages paid through the enterprise. See R.C. 4141.25. Accordingly, a important part of this procedure is determining whether or not individuals performing offerings for an corporation are personnel or unbiased contractors. The definition of "Employer" includes groups which have "in employment at least one person." R.C. 4141.01(A)(1)(a). R.C. 4141.01(B)(1) defines "Employment" as follows: [S]ervice finished by means of an individual for remuneration beneath any contract of hire, written or oral, specific or implied, * * * except it's miles proven to the delight of the director that such character has been and could remain free from direction or manage over the overall performance of such provider, each below a settlement of provider and actually. The director shall adopt guidelines to outline "route or manipulate." ¶ 35 The alleged employer bears the weight of proving that the employee isn't an worker, and, thus, that it want now not contribute to the unemployment compensation fund. Miracle, 10th Dist. No. 12AP-318, 2012-Ohio-5669 at ¶ 21, mentioning Peter D. Hart Research Assocs., Inc. v. Ohio Bur. of Emp. Servs., tenth Dist. No. 95APE06-736 (Dec. 28, 1995). No. 19AP-764 12 ¶ 36 Consistent with the statutory definition of employment, Ohio Adm.Code 4141-3-05(A) provides: [A] worker is in employment when an "employer-employee" courting exists among the worker and the character for whom the individual performs offerings and the director determines that: (1) The man or woman for whom services are achieved has the proper to direct or control the performance of such services; and (2) Remuneration is obtained via the employee for offerings carried out. ¶ 37 Ohio Adm.Code 4141-3-05(B) sets forth 20 factors as "publications" for figuring out whether enough course or control exists to create an organization-worker courting. "These factors are drawn from the commonplace law, in which they may be used to differentiate among personnel and impartial contractors." Miracle Home at ¶ 22. The elements, which "should be taken into consideration in their totality," encompass: (1) The worker is required to comply with the commands of the character for whom offerings are being done, concerning while, wherein, and how the employee is to carry out the offerings; (2) The man or woman for whom services are being accomplished requires specific training for the employee acting services; (3) The services furnished are part of the normal commercial enterprise of the character for whom offerings are being finished; (4) The person for whom services are being accomplished requires that services be furnished by a selected worker; (5) The person for whom services are being performed hires, supervises or will pay the wages of the worker performing services; (6) A persevering with relationship exists among the person for whom offerings are being finished and the worker acting services that contemplates persevering with or routine paintings, even supposing no longer full time; (7) The person for whom services are being finished calls for set hours in the course of which offerings are to be finished; No. 19AP-764 (8) The individual for whom offerings are being finished calls for the worker to commit himself or herself complete time to the commercial enterprise of the man or woman for whom services are being done; (9) The man or woman for whom services are being finished calls for that paintings be finished on its premises; (10) The character for whom offerings are being achieved calls for that the employee follow the order of work set by the individual for whom services are being finished; (eleven) The individual for whom services are being carried out requires the worker to make oral or written progress reviews; (12) The individual for whom services are being accomplished can pay the worker on a everyday basis inclusive of hourly, weekly or monthly; (thirteen) The person for whom offerings are being done will pay fees for the worker appearing offerings; (14) The person for whom offerings are being done furnishes equipment, instrumentalities, and different materials to be used via the employee in appearing offerings; (15) There is a lack of investment with the aid of the worker within the facilities used to carry out offerings; (16) There is a lack of earnings or loss to the employee appearing offerings as a result of the overall performance of such offerings; (17) The employee appearing offerings is not appearing offerings for some of humans on the identical time; (18) The worker acting services does no longer make such offerings to be had to the general public; (19) The character for whom offerings are being done has a right to discharge the worker appearing services; (20) The employee performing services has the proper to give up the relationship with the man or woman for whom services are being executed with out incurring legal responsibility pursuant to an employment contract or settlement. Ohio Adm.Code 4141-three-05(B)(1) via (20). thirteen No. 19AP-764 14 ¶ 38 "When gift, each of those elements serves to suggest some degree of course or manage. The degree of importance of each aspect varies depending on the occupation and the authentic context in which the offerings are done." Ohio Adm.Code 4141-3-05(B). ¶ 39 Here, the trial court observed that the agreements among Humanus and the academic experts provide Humanus with the right to direct or manage the instructional specialists' paintings. In so locating, the trial court docket rejected Humanus' argument that the 20-factor "courses" set forth in Ohio Adm.Code 4141-three-05(B)(1) through (20) for determining unbiased contractor status should have been analyzed vis-a-vis the educational professionals and the colleges, not the instructional specialists and Humanus. ¶ 40 In so concluding, the trial court relied broadly speaking on this court's decision in Miracle Home, tenth Dist. No. 12AP-318, 2012-Ohio-5669. The court docket said: In Miracle Home, the Tenth District affirmed the Commission's determination that Miracle Home Health Care, LLC ("Miracle"), a Medicare/Medicaid domestic-fitness employer, hired aides it located in houses to provide direct homehealth services to people. In that regard, individuals in want of home-fitness aides might interact Miracle, and Miracle could provide placement to an aide, with whom Miracle had a settlement. The contract between Miracle and its home-fitness aides stated, in component: "You as a contractor can be below direct supervision with the aid of Miracle, and could report to our control. Miracle control will have full manipulate of coordinating and evaluating contractors [sic] paintings on daily [sic] foundation. And Individual [sic] from Miracle might be appointed to direct and carefull [sic] supervision." But in exercise, Miracle did not supervise the aides each day and handiest periodically checked in with its customers to inquire about high-quality of care. Miracle did require aides to put up weekly, written reviews according with Ohio and federal regulation. Every weeks, Miracle paid the aides for the quantity of hours worked, as meditated on the ones reviews. Finally, whilst the aides underneath agreement with Miracle had been loose to work for different home-fitness businesses and to have their own customers, the Tenth District concluded that Miracle had 'the capacity to direct all No. 19AP-764 15 aspects of the way the house caregivers render services to Miracle's clients.' Miracle Home at ¶ 23. In arguing the 20 elements, Miracle emphasized that (B)(5), (6), (19), and (20) talk over with the 'character for whom offerings are being finished' and argued that those factors have to have been evaluated vis-a-vis the aides and the customers, no longer the aides and Miracle. The Tenth disagreed: "The domestic caregivers contract with Miracle, not the purchaser, for work. If Miracle does now not interact a domestic caregiver's offerings for a patron, the home caregiver plays no services for that purchaser. Consequently, Miracle is the entity for whom the home caregiver in the end affords his or her services. We hence locate that the trial courtroom did now not abuse its discretion in that specialize in the home caregivers' relationship with Miracle in making use of Ohio Adm.Code 4141-three-05(B)(five), (6), (19), and (20)." (Oct. eight, 2019 Decision & Entry at nine-10). ¶ 41 The trial courtroom decided that as in Miracle Home, Goodrich reduced in size with Humanus, not the college, for paintings, and that pursuant to those agreements, Humanus mounted itself as Goodrich's organisation, and as such, delegated sure of its rights to direct and manage her paintings to her assigned school, i.e., Humanus' consumer. Specifically, the courtroom located that the agreements established Humanus' control over where and for the way lengthy Goodrich might paintings, how plenty she could be paid, and the parameters and time-frame for obtaining fee. In addition, the agreements set up Humanus' proper to terminate Goodrich's offerings if it or the college have been disillusioned together with her, which protected conducting behavior "Humanus reasonably believed is unfavorable to its business," failure to follow the faculty's "directives" or "written policies" and failure "to perform the obligations assigned by Humanus or Humanus' Client(s) for any reasons." (Decision & Entry at eleven.) The courtroom further observed that even though the agreements hooked up the school's right to "supervise the offerings" provided by using Goodrich, the proper to terminate the offerings always remained with Humanus. In addition, the trial courtroom located that Humanus could direct all elements of ways Goodrich rendered offerings to Humanus' purchaser faculty and that, absent Humanus, Goodrich would have finished no offerings for Humanus' purchaser. The court docket concluded that "Humanus is the entity for which Ms. Goodrich in the end furnished services, and the Commission did no longer err in focusing on that dating while it carried out the 20 elements." Id. No. 19AP-764 16 ¶ 42 The trial court docket additionally rejected Humanus' declare that the Commission misapplied the Ohio Adm.Code 4141-three-05(B)(1) through (20) elements. Initially, the trial courtroom mentioned that ODJFS by no means asserted that each one 20 elements weighed in want of an employment dedication. Further, in reaction to Humanus' argument that Goodrich was an impartial contractor by means of distinctive feature of contract provisions permitting her to subcontract her offerings, the trial court stated that the ones same provisions restricted subcontracting simplest to folks that agreed to stick to the terms of the agreements. The trial court additionally disagreed with Humanus' contentions regarding Goodrich's ability for income and loss. Specifically, the trial courtroom determined that the availability within the Master Agreement assessing damages to Goodrich for failure to present 30 days' be aware of termination, even if enforceable, changed into now not the type of loss contemplated by using the 20-element evaluation. The trial court in addition located that the hourly fee pay arrangement utilized by Humanus turned into now not the sort of reimbursement structure associated with earnings and loss. The trial courtroom ultimately discovered "no mistakes inside the diploma of importance the Commission gave to any individual component, thinking about the context." (Decision & Entry at 14.) ¶ forty three On enchantment, Humanus argues that neither the Commission nor the trial court examined the 20 factors set forth in Ohio Adm.Code 4141-three-05(B)(1) thru (20). Humanus takes specific trouble with the trial court's finding concerning "the degree of significance the Commission gave to any individual aspect." To this factor, Humanus argues that the Commission "furnished no dialogue of the twenty factors, or what significance it placed on every." (Humanus' Brief at 15.) Relatedly, Humanus maintains that the Commission and the trial court docket omitted 12 of the 20 "biggest factors," i.e., Ohio Adm.Code 4141-305(B)(3), (four), (5), (eight), (10), (eleven), (13), (14), (16), (17), (18), and (20) which purportedly help Goodrich's classification as an unbiased contractor. (Humanus Brief at 20.) ¶ 44 Humanus provides no authority for its proposition that the Commission and/or the trial courtroom have to mainly address and make findings as to each of the 20 elements. Further, Ohio Adm. Code 4141-three-05(B) does now not require a strict mathematical utility of the elements. Rather, it affords that "[w]chicken gift, each of these elements serves to signify some diploma of route or manipulate," and that "[t]he degree of significance of each aspect varies depending on the career and the real context in which the No. 19AP-764 17 services are accomplished." (Emphasis added.) Thus, every determination have to be primarily based at the unique characteristics of the occupation and the offerings being carried out. ¶ 45 Moreover, the file reveals that both the Commission and the trial court docket taken into consideration the 20 elements. In ultimate argument on the January 24, 2019 tax hearing, counsel for Humanus addressed every of the 20 factors and pointed to evidence which purportedly established that the instructional experts are unbiased contractors in preference to personnel of Humanus. In reaction, counsel for ODJFS averred, "is each unmarried any such factors met in this example? No. Are the widespread majority of the elements met in this example, on the basis of the black and white phrases of both the [Master Agreement], the [Engagement Agreement], and the solutions furnished by using * * * the testimony here these days and the testimony furnished inside the blessings case? Absolutely." (Tr. at sixty six.) ¶ 46 In its selection, the Commission set forth the applicable regulation to be considered in determining whether or not Humanus is a in charge company, such as consideration of the 20 factors set forth in Ohio Adm.Code 4141-three-05(B)(1) thru (20). The Commission concluded: Humanus Corp. maintained that Ms. Denise Goodrich become an independent contractor and argued that their business dating with claimant exhibited some of the traits of an impartial contractor, as distinctive by using the Ohio Administrative Code. However, the proof and testimony presented establishes that Humanus Corp. maintained direction and manipulate of Ms. Denise Goodrich in a way regular with an employment courting. * * * A thorough overview of the file on this depend establishes that the Director well determined [the] person recognized in the audit to be a included worker. The Director also installed the right liability costs for the organization. (Feb. 27, 2019 Commission Decision at 6.) ¶ 47 Contrary to Humanus' rivalry, the Commission's quotation to the Ohio Administrative Code factors, its reference to Humanus' argument that its relationship with Goodrich exhibited a number of the traits of an impartial contractor, "as precise by means of the Ohio Administrative Code," and its conclusion that Humanus "maintained path and manage" of Goodrich establishes that it examined the 20 elements and the file evidence touching on the ones factors. (Emphasis brought.) Id. Similarly, the trial courtroom's No. 19AP-764 18 quotation to the 20 elements, its connection with Humanus' arguments regarding the ones factors, and its analysis and conclusions concerning the ones arguments establishes that it tested and carried out them to the evidence offered. Thus, any argument that the Commission and the trial courtroom did not remember the elements isn't always supported via the file. ¶ forty eight Humanus' predominant contention is that the trial court abused its discretion in finding that the Commission's determination turned into supported via dependable, probative, and large evidence. Humanus claims that the Commission focused on just a few of the Ohio Administrate Code elements to the exclusion of other, greater pertinent factors. Indeed, Humanus argues that "[w]chicken thinking about the twenty elements as a whole, it's far obtrusive the shriveled experts have been no longer personnel of Humanus. They managed their personal hours, managed their personal costs, managed the order of work finished, controlled their personal profit and loss, and managed whether or not to carry out the paintings in my opinion or subcontract it out." (Humanus Brief at 26.) ¶ 49 Like the trial court docket, we discover Humanus' arguments concerning the ability for earnings and loss and the potential to subcontract paintings unavailing. As noted via the trial courtroom, Humanus' hourly pay shape is typically now not one associated with the potential for profit and loss. Further, the agreements restrict subcontracting to those who adhere to the terms of the Master Agreement. Further, Humanus fails to acknowledge the provisions of the Master and Engagement Agreements that guide the finding by the Commission and the trial court docket that the instructional professionals with whom it contracts are its personnel. The agreements allow Humanus to set the parameters and time frame for the services engaged; require unique schooling and submission of supporting documentation; set the hourly charge of pay; require submission of weekly invoices to gain that pay; require notification of the failure to perform scheduled offerings; terminate the agreements with out strengthen be aware for any individual of a number of motives; and limit contact with a patron college for twenty-four months following termination of the agreements. ¶ 50 Humanus also contends that neither the Commission nor the trial court docket refuted the cases it cited in help of its position. Review of the Commission and trial courtroom decisions substantiate Humanus' statement on this regard; but, we surmise that the failure to cope with the ones instances was because they're factually distinct from, and therefore inapplicable to, the existing case. See, e.g., Marcus Roach Express, LLC v. Dir., Ohio Dept. No. 19AP-764 19 of Job & Family Servs., eleventh Dist. No. 2019-P-0054, 2019-Ohio-5414 (unemployment benefits appeal, truck driving force); Eisenhour, 10th Dist. No. 97APE03-349 (Aug. 12, 1997) (unemployment enchantment, home fitness aide); Golden v. Kearse, 12th Dist. No. CA98-08-164 (enterprise people' compensation legal responsibility, truck driver); Bookwalter v. Prescott, 168 Ohio App.3d 262, 2006-Ohio-585 (sixth Dist.) (agency employee's repayment liability, truck driver); Evans v. Dir., Ohio Dept. Job & Family Servs., 10th Dist. No. 14AP-743, 2015Ohio-3842 (unemployment tax appeal, truck motive force). Ohio Adm.Code 4141-3-05(B) requires consideration of the elements of each case independently whilst figuring out whether an individual is unfastened from "path or manage." ¶ 51 Humanus additionally criticizes the trial courtroom's reliance on Miracle Home, tenth Dist. No. 12AP-318, 2012-Ohio-5669, arguing that it's miles factually distinguishable and consequently inapplicable to the existing case. We find no reversible mistakes in the trial courtroom's quotation to Miracle Home. The trial court relied on that selection for the proposition that the language of an alleged independent contractor settlement might not mirror the truth of the connection between the contracting events and to dispel Humanus' principle that Goodrich supplied services to the college, now not Humanus. As mentioned by way of the trial courtroom, Miracle Home demonstrates that when an man or woman's contract is with an entity who sooner or later refers that person to the entity's customers, it's far the referring entity, no longer the consumer, for whom the character affords services. Humanus also avers that Miracle Home implemented "the wrong trendy in reviewing the trial courtroom's choice." (Humanus' Brief at 29.) We have already decided that the usual of review advocated by way of Humanus is inaccurate and that the perfect widespread of evaluation, abuse of discretion, turned into employed in Miracle Home. ¶ 52 Finally, Humanus contends that the Commission and the trial court docket erred in relying on the proof and resolution inside the advantages case in identifying the tax case. We want not deal with this difficulty, but, as Humanus withdrew it at oral argument. ¶ fifty three For all the foregoing reasons, we conclude that the trial court docket did not abuse its discretion in finding dependable, probative, and large evidence supporting the Commission's determination with admire to type of Goodrich as an worker of Humanus. ¶ 54 The first assignment of blunders is overruled. No. 19AP-764 20 ¶ fifty five In its second challenge of mistakes, Humanus claims that the trial court erred in finding that Humanus is a temporary offerings agency underneath Ohio Adm.Code 4141-3-06. Preliminarily, we observe that the trial court docket did no longer make one of these locating. The trial courtroom simply stated that "Ohio Adm.Code 4141-3-06(C), applicable to 'brief services businesses,' is instructive." (Decision & Entry at 14.) Further, the trial court docket determined the case underneath the rubric of R.C. 4141.01(B)(1) and Ohio Adm. Code 4141-three-05, not Ohio Adm.Code 4141-3-06. ¶ 56 The 2nd challenge of blunders is overruled. ¶ fifty seven Having overruled Humanus' two assignments of errors, we hereby confirm the judgment of the Franklin County Court of Common Pleas. Judgment affirmed. BRUNNER and NELSON, JJ., concur.