State ex rel. Petro v. Gold (166 Ohio App. 3d 371, 2006)

McGrath, Judge.

{¶ 1} Defendants-appellants, Larry Smith, American Deputy Sheriffs’ Association (“ADSA”), and Charitable Resource Foundation, Inc. (“CRF”), appeal from a July 30, 2004 judgment entry of the Franklin County Court of Common Pleas, which, after a bench trial, entered judgment in favor of plaintiff-appellee, the former Attorney General, Betty D. Montgomery (“the state” or “the Attorney General”). CRF also appeals the trial court’s April 1, 2004 judgment entry, which denied CRF’s constitutional challenges to R.C. 1716.02(A)(2).

{¶ 2} Reduced to its essence, this action explores some of the legal parameters of R.C. Chapter 1716. Many of the issues presented on appeal, we believe, are questions of first impression. To facilitate a more complete understanding of the issues, it is first useful to briefly outline the statutory scheme involved and summarize the relationships between the parties, before proceeding to the facts, procedural history, and merits.

I. R.C. CHAPTER 1716 — OHIO’S CHARITABLE-SOLICITATIONS ACT

{¶ 3} In 1990, the Ohio General Assembly passed a comprehensive revision of the Ohio’s charitable-solicitation laws, codified as R.C. Chapter 1716. The purpose of this chapter was to curtail fraudulent activities in the solicitation of charitable donations and ensure donor confidence by protecting the public against loss of charitable assets through fraud or mismanagement. Thus, “every officer, director, trustee, or employee” involved with the solicitation, collection, and/or expenditure of charitable contributions is considered a fiduciary and “as acting in a fiduciary capacity.” R.C. 1716.17 and 1702.30(B) and (C).

{¶ 4} As relevant to this discussion, R.C. 1716.02(B) requires all nonexempt charitable organizations intending to solicit contributions in Ohio to register with the state. This statute requires a variety of information to be provided on the registration form, including names, addresses, and telephone numbers of the charity’s executive personnel, annual financial report for the preceding fiscal year, and a statement regarding whether solicitations will be made directly or via another charitable organization, fund-raising counsel, or professional solicitors. If a third party, such as a professional solicitor, will be soliciting donations on behalf of the charity, then the registration must also include a statement “setting forth the specific terms of the arrangements for salaries, bonuses, commissions, expenses, or other remunerations” that the professional solicitor will be paid. R.C. 1716.02(B)(9).

{¶ 5} Similar to the requirement for a charitable organization, R.C. 1716.07(B) requires professional solicitors to register with the state prior to soliciting donations. The registration application must be in writing and under oath, appear in the approved format, and be accompanied by a $200 fee. Id. It must also contain the name and address of each employee and agent working under its direction. Id. Additionally, the professional solicitor must obtain a surety bond in the amount of $25,000, which must be approved by the state and filed at the time of registration or renewal. R.C. 1716.07(C).

{¶ 6} R.C. 1716.08(A) requires a written contract between a professional solicitor and a charitable organization that sets forth the obligations of each party and contains the percentage of the gross revenue that the charitable organization will receive from the charitable-solicitation campaign. That percentage must be expressed as either a fixed percentage of the gross revenue or a reasonable estimate thereof. R.C. 1716.08(A)(2).

{¶ 7} At the point of solicitation, a professional solicitor must advise the potential donor that he or she is being contacted by a professional solicitor, disclose the name of the professional solicitor as it appears on file with the state (as opposed to an acronym), and identify, by name and address, the charitable organization on whose behalf the contribution is being solicited. R.C. 1716.08(B)(1)(a) and (b). After receipt of a donation, a professional solicitor must deposit it within two days in a bank account held in the name of the charitable organization. R.C. 1716.08(F) and 1716.14(A)(11). Within 90 days following the completion of a charitable campaign, a professional solicitor must provide the charitable organization with a financial report of the campaign, including the gross revenue received and an itemized list of expenses; the report must also be filed with the Attorney General. R.C. 1716.07(E).

{¶ 8} Consistent with the statute’s intent to curtail fraud, the General Assembly specifically empowered the office of the Attorney General to bring a civil action to enforce the provisions of R.C. Chapter 1716, in addition to its authority derived from common law. R.C. 1716.16(A). Following a judicial determination that a party committed a violation of R.C. Chapter 1716, the court can “make any necessary order or enter a judgment including, but not limited to, an injunction, restitution, or an award of reasonable attorney’s fees and costs of investigation and litigation, and may award to the state a civil penalty of not more than ten thousand dollars for each violation of this chapter or rule.” R.C. 1716.16(B). That provision also eases the restrictions for the Attorney General to seek injunctive relief, by removing the burden of demonstrating irreparable harm. Instead, the Attorney General need only show a violation of R.C. Chapter 1716 or that injunctive relief is in the public interest.

II. THE PARTIES

{¶ 9} ADSA is a nonprofit Texas corporation that was formed in 1993. ADSA’s purported purpose is that of a charitable organization, whose goal is to secure “a large membership base of county law enforcement employees” and assist that membership with equipment, training, scholarship assistance, and financial support, as well as provide death benefits to the families of its deceased members. During the time period covered by the complaint, Smith was ADSA’s president, executive director, chief executive officer, chief operating officer, and consultant.

{¶ 10} Mitchell Gold was the officer, director, manager, agent, and owner of U.S. Marketing, a for-profit Nevada corporation, and North American Charitable Services (“NACS”), a for-profit California corporation (collectively referred to as “the Gold defendants” or “Gold and his companies”). As such, he formulated, directed, established, and controlled the policies, practices, and procedures of those companies. Both U.S. Marketing and NACS operated as professional solicitors as defined by R.C. 1716.01(J), soliciting contributions on behalf of ADSA in Ohio and other states.

{¶ 11} With assistance and direction from Gold, Jeffrey Atkins formed CRF, a for-profit Indiana corporation, in 1995. Like U.S. Marketing and NACS, CRF operated as a professional solicitor on behalf of ADSA, as well as for other charities, in Ohio and nationwide. CRF contracted with AdminiServe, Inc. to provide employees for its various charitable-solicitation campaigns. Pursuant to that contract, the individuals provided to CRF by AdminiServe, Inc., were considered the employees of CRF for the purposes of registration and compliance with R.C. Chapter 1716.

III. PROCEDURAL HISTORY

{¶ 12} The state filed the instant action on November 26, 1999, alleging that Smith, ADSA, CRF, Gold, U.S. Marketing, and NACS had violated multiple provisions of R.C. Chapter 1716. On May 18, 2000, the trial court granted the state’s motion for default judgment against the Gold defendants, neither of which had filed answers to the state’s complaint or appeared in the action.

{¶ 13} The state moved for partial summary judgment against Smith, ADSA, and CRF, and, on August 30, 2001, the trial court granted that motion in part; the entry relative to that decision was filed on September 21, 2001. On December 3, 2001, a bench trial commenced on the remaining issues. The trial court subsequently issued its findings of fact and conclusions of law on July 30, 2004, finding that Smith, ADSA, and CRF had violated several provisions of R.C. Chapter 1716. That order also indicated that a receiver would be appointed over ADSA, and on August 24, 2004, the trial court appointed Jeffrey M. Lewis as the receiver for ADSA.

{¶ 14} Prior to trial, CRF raised constitutional challenges to R.C. 1716.02(A)(2) in its trial brief. CRF argued that the statute was overly broad and acted as a prior restraint, thereby violating the First and Fourteenth Amendments to the United States Constitution. On April 1, 2004, the trial court issued a decision rejecting CRF’s claims, finding that R.C. 1716.08(A)(2) was a disclosure statute that passed constitutional muster. In a separate entry filed that day, the trial court granted the state’s motion to strike portions of CRF’s reply brief on the grounds that certain exhibits attached thereto constituted new evidence not previously submitted.

• {¶ 15} It is from the above orders that Smith, ADSA, and CRF appeal; Smith and ADSA jointly appealed. On September 9, 2004, this court sua sponte consolidated these appeals for purposes of record filing, briefing, and oral argument. For clarity and ease of discussion, however, we have addressed the substance of each appeal separately below.

IV. SMITH AND ADSA

{¶ 16} The following relevant facts were adduced at trial. On June 6, 1997, Smith, acting on behalf of ADSA, entered into a five-year contract with U.S. Marketing (“1997 U.S. Marketing contract”), under whose terms U.S. Marketing agreed to solicit charitable contributions for ADSA in various states, including Ohio. This contract permitted U.S. Marketing to procure other fund-raising companies (second-level solicitors) on behalf of ADSA without first obtaining ADSA’s prior approval and consent. It also authorized U.S. Marketing to open and maintain bank accounts in ADSA’s name, and in return, U.S. Marketing was required to provide ADSA with monthly bank statements for those accounts. With respect to compensation, the contract guaranteed ADSA no less than $2,000 per week for five years, paid weekly.

{¶ 17} In a letter dated December 4,1997, Gold advised Smith that due to legal action against U.S. Marketing, it would soon be operating under the guise of NACS. According to Smith, Gold explained that it would be “easier” and “less expensive” to change U.S. Marketing’s name to NACS, as opposed to litigating the lawsuits that were pending against it.

{¶ 18} A series of correspondence between Smith and Gold clearly depicts a growing controversy as to U.S. Marketing’s performance under the 1997 contract. In January 1998, Smith, prompted by a letter he received from Iowa’s Attorney General concerning an unregistered professional solicitor acting on ADSA’s behalf, wrote Gold addressing some concerns. Smith complained that he was still receiving literature from U.S. Marketing that contained the words “American Deputy Sheriffs Association, Inc.,” despite having twice apprised U.S. Marketing that “NO literature” should use that name. Smith also admonished Gold regarding the use of unregistered professional solicitors and reminded him that each professional solicitor who had subcontracted to work on ADSA’s charitable campaign must be registered in the state where he is soliciting contributions. Smith included a request for certain information regarding the activities of those subcontractors to be forwarded to him. To that end, Smith explained that it was impossible for ADSA to “defend the fundraising actions of [Gold] or the subcontractors when ADSA, Inc. cannot identify what is being done, by whom, and in what states.”

{¶ 19} In a subsequent letter dated March 6, 1998, Smith wrote Gold and reiterated a previous request for the following information: state registration certificates for all subcontracted professional solicitors acting on behalf of ADSA, a list of states in which U.S. Marketing and NACS were registered, a list of states in which the subcontracted professional solicitors were operating, and a proposed advertising script for ADSA’s consideration. Smith also reminded Gold that ADSA had not received any bank statements relating to the accounts maintained by U.S. Marketing and NACS since December 1997 and requested copies of those statements.

{¶ 20} Three months later, on June 5, 1998, Smith again wrote Gold. In this letter, Smith conveyed the concern of Maureen Otis ADSA’s attorney, that ADSA was receiving less than four percent of the gross revenue generated from solicitations. According to Otis, the disparity between the gross revenue raised and the percentage received by ADSA could not be justified to the IRS and could jeopardize ADSA’s 501(c) status.

{¶ 21} Less than two weeks later, however, on June 16, 1998, Smith, acting on behalf of ADSA, executed a ten-year contract with NACS (“1998 NACS contract”). This contract contained many of the same provisions as the 1997 U.S. Marketing contract, including the authorization to execute contracts on ADSA’s behalf without prior approval and permission to open and maintain bank accounts in ADSA’s name. Under this contract, ADSA was guaranteed to receive no less than $3,000 per week for ten years, paid weekly.

{¶ 22} The problems with Gold and his companies persisted. Gold continued to hire professional solicitors that were not properly registered, licensed, or bonded. He also failed to provide ADSA with information it requested and failed to send copies of the monthly bank statements, as required by the 1998 NACS contract. Smith testified that he believed that Gold had subcontracted with as many as 7,500 professional solicitors without ADSA’s endorsement.

{¶ 23} In fact, the dubious business practices of Gold and his companies came under scrutiny from the Federal Trade Commission (“FTC”). At some point in 1998, although the record is unclear as to the exact date, the FTC contacted Smith and advised him that it was conducting an investigation of Gold. According to Smith, although he had been previously concerned about Gold, the FTC’s investigation was cause for greater concern and raised “a red flag.” Smith cooperated with the FTC, supplying it with documents and information concerning Gold’s involvement with ADSA, in the hopes that Gold’s wrongdoings would be exposed.

{¶ 24} In a letter to Smith dated November 25, 1998, one of ADSA’s attorneys, Bernard J. Greenrood Jr., cautioned Smith about ADSA’s state of affairs. Greenrood expressed his opinion that ADSA’s “fundraising methods” had placed it in a “very precarious position,” and noted that despite previous discussions about the matter, “the situation” remained unresolved. Greenrood also warned Smith of the consequences ADSA could face as a result of its relationship with Gold and NACS, writing, “It is imperative you gain control of the funds being raised in the name of [ADSA] and see to it that they are distributed in a more equitable manner.”

{¶ 25} Smith testified that he felt that Gold “was out of control.” In a letter dated December 4, 1998, Smith canceled ADSA’s 1998 contract with NACS. He then contacted the professional solicitors (those of which ADSA was aware) and advised them that ADSA had canceled its contract with NACS and that if they wanted to be paid, all checks should be sent directly to ADSA.

{¶ 26} Gold responded by sending a letter to those same solicitors. Therein, he alleged that ADSA had breached its contract with NACS and directed that all checks be sent to a new account for processing. He also enclosed a copy of a levy issued by the IRS against ADSA, which, Gold wrote, demonstrated “Larry Smith’s history of not paying his or ADSA’s obligations.”

{¶ 27} Concerned that ADSA would lose its base of professional solicitors and, therefore, its source of income, Smith entered into a new five-year contract with NACS on January 4, 1999 (“the 1999 NACS contract”). This contract, like those preceding it, authorized NACS to outsource its solicitation duties. Unlike the other contracts, however, the 1999 NACS contract required ADSA to enter into a contract with any professional solicitor introduced to it by NACS. Compensation under the contract guaranteed that ADSA would receive no less than $3,500 per week, or five percent of the weekly deposits, whichever was greater.

{¶ 28} In February 1999, the FTC deposed Smith in its case against Gold. During his deposition, Smith was made aware that Gold had opened a bank account in ADSA’s name, from which ADSA had received no funds. Smith subsequently learned that after ADSA terminated the 1999 NACS contract, Gold had formed his own organization called “American Deputy Sheriffs’ Association, Inc.” (“Gold’s ADSA” or “the rival ADSA”). The purpose of Gold’s ADSA was to facilitate the misappropriation of donations solicited for (the real) ADSA. As a result of these discoveries, ADSA terminated the 1999 NACS contract on May 5, 1999.

{¶ 29} Although the details are not clear from the record, it appears that NACS instituted arbitration proceedings against ADSA because it had terminated the 1999 contract. NACS prevailed in arbitration, and, instead of proceeding to trial, ADSA elected to settle the matter. As part of the settlement it entered into with NACS, ADSA agreed to pay Gold $168,000, as well as enter into another contract with NACS in February 2000 (“the 2000 NACS contract”). Smith testified that the reason ADSA chose to settle with NACS and enter into the 2000 contract was so that ADSA could negotiate a contract with better terms. Contractual theory aside, Smith acknowledged that he did not have faith that Gold would live up to his responsibilities under the 2000 NACS contract. In July 2000, Gold began to withhold all payments to ADSA pursuant to the 2000 NACS contract.

{¶ 30} Gold’s peculation of funds legally belonging to ADSA was undisputed, although the amount was incapable of determination. ADSA did not have any internal procedures to monitor the results of its charitable campaigns, nor did it have safeguards in place to detect fiscal irregularities. William R. Hulsey, a certified public accountant engaged by ADSA to conduct a financial audit for the period ending December 31, 1999, was unable to do so because ADSA had not adequately maintained its financial records and supporting data. ADSA’s nebulous bookkeeping methods also precluded Hulsey from rendering an opinion as to the accuracy of ADSA’s liabilities, assets, and gross revenue reflected on its 1999 balance sheet. It also caused the Form 990s filed by ADSA for the years 1997, 1998, and 1999 to be amended. The adjustments made to the amended Form 990s disclosed significant discrepancies in gross revenue from that reported on the originals. The record also disclosed that at no time did ADSA provide any charitable benefits to any person or member in Ohio.

{¶ 31} Based on the above, the trial court made the following findings. It found that Smith and ADSA had violated R.C. 1716.02(A) and 1716.14(A)(12) when it authorized CRF to solicit charitable donations in Ohio on its behalf, during the period November 1, 1997, through April 5, 1998, although neither ADSA nor CRF was registered with the state. The court also had found Smith and ADSA had breached their fiduciary duties imposed by R.C. 1716.17 and the common law by (1) failing to “exercise reasonable care and oversight over the solicitation and business activities” of Gold and his companies, (2) failing to institute “policies and procedures” to “ensure” that charitable solicitation campaigns would be conducted in accordance with law, (3) failing to fully account for charitable campaign proceeds and properly distribute benefits, and (4) failing to maintain proper financial records and data.

{¶ 32} The trial court permanently enjoined Smith and ADSA from committing future violations and, pursuant to R.C. 1716.16(B), imposed fines against Smith in the amount of $20,000 and against ADSA in the amount of $16,000. The trial court also expressed its intent to appoint a receiver and ordered all charitable contributions or proceeds held in an express trust for the intended beneficiaries in the action. It further directed Smith and ADSA to relinquish possession and control of ADSA’s charitable assets to the receiver upon appointment. On August 24, 2004, the trial court issued an order appointing a receiver, setting forth the receiver’s specific duties.

{¶ 33} Smith and ADSA assert the following assignments of error:

[I] The trial court erred by appointing a receiver for an out of state non-profit corporation, which has neither offices nor assets in Ohio.

[II] The trial court erred in determining that ADSA’s script for telephone solicitation was false.

[III] The trial court erred in determining that Larry Smith violated his fiduciary duties.

[IV] The trial court erred in determining that ADSA has failed to fulfill its charitable obligations or otherwise failed to fulfill its fiduciary obligations.

[V] The trial court erred in creating an “express trust for the intended beneficiaries of this case” indicating that all monies collected nationally must be spent in Ohio.

[VI] The trial court erred by levying an excessive fine against ADSA, Inc. for failing to register with the attorney general’s office.

A. The Trial Court Did Not Err in Appointing a Receiver

{¶ 34} ADSA argues in its first assignment of error that the trial court erred by appointing a receiver. Within this assignment of error, ADSA raises six subarguments, which we will address separately.

1. The trial court had jurisdiction to appoint a receiver

{¶ 35} In its first subargument, ADSA contends that the trial court’s order appointing a receiver is void ab initio because it lacked in rem jurisdiction over ADSA’s assets, all of which are located in Louisiana. ADSA concedes that the trial court had in personam jurisdiction but argues that the exercise of in personam jurisdiction did not “grant the authority to take control of [ADSA’s] assets, which are in Louisiana[,] and forcibly move them to Ohio.” In support of this argument, ADSA cites Hanson v. Denckla (1958), 357 U.S. 235, 78 S.Ct. 1228, 2 L.Ed.2d 1283, and two cases cited therein, Rose v. Himely (1807), 4 Cranch 241, 8 U.S. 241, 277, 2 L.Ed. 608; and Overby v. Gordon (1900), 177 U.S. 214, 20 S.Ct. 603, 44 L.Ed. 741.

{¶ 36} The state disputes ADSA’s position that the trial court’s appointment of a receiver rests upon the exercise of in rem jurisdiction. The state asserts that when a trial court has in personam jurisdiction over the parties, it may issue orders that affect property outside the forum state, citing Riley v. New York Trust Co. (1942), 315 U.S. 343, 353, 62 S.Ct. 608, 86 L.Ed. 885. Thus, the state contends that the trial court’s jurisdiction to appoint a trust “is considered in personam and binding upon the parties to the action and those in privity with them.” It also maintains that ADSA’s reliance upon Hanson, supra, is misplaced. For the following reasons, we agree.

{¶ 37} We begin our analysis by considering Hanson, a landmark case redefining the parameters of jurisdiction. In Hanson, a Pennsylvania domiciliary executed a deed of trust in 1935 to a Delaware trust company and delivered the corpus (corporate securities) to the trustee. In 1944, the settlor became a resident of Florida and remained so until her death in 1952. After the decedent’s will was admitted to probate in Florida by devisees under the will, the executor instituted a declaratory judgment action in Delaware to determine who was entitled to participate in the trust assets held in Delaware. The Florida courts claimed jurisdiction over the Delaware trustee under a Florida statute permitting service of process by publication upon parties to a proceeding involving the construction of a will.

{¶ 38} The Supreme Court of the United States, in a sharply divided five-to-four decision, held that the nonresident corporate trustee lacked sufficient contacts with the state of Florida to warrant its subjection to the jurisdiction of the courts of that state. It was undisputed that the trust assets were located in Delaware, the trustee was a Delaware financial institution, and the transaction at issue occurred entirely outside Florida. The court held that Florida did not have in rem jurisdiction over the action involving the trust because

[wjhatever the efficacy of a so-called “in rem” jurisdiction over assets admittedly passing under a local will, a State acquires no in rem jurisdiction to adjudicate the validity of inter vivos dispositions simply because its decision might augment an estate passing under a will probated in its courts. * * * In analogous cases, this Court has rejected the suggestion that the probate decree of the State where decedent was domiciled has an in rem effect on personalty outside the forum State that could render it conclusive on the interests of nonresidents over whom there was no personal jurisdiction. Riley v. New York Trust Co., 315 U.S. 343, 353 [62 S.Ct. 608, 86 L.Ed. 885]; Baker v. Baker, Eccles & Co., 242 U.S. 394/401 [37 S.Ct. 152, 61 L.Ed. 386]; Overby v. Gordon, 177 U.S. 214 [20 S.Ct. 603, 44 L.Ed. 741]. The fact that the owner is or was domiciled within the forum State is not a sufficient affiliation with the property upon which to base jurisdiction in rem.

(Footnote omitted; italics sic.) 357 U.S. at 248-249, 78 S.Ct. 1228, 2 L.Ed.2d 1283. In addressing in personam jurisdiction over the trustee, which the court remarked was appellee’s “stronger argument,” it explained that the Florida courts could not obtain in personam jurisdiction because the trust company lacked sufficient minimum contacts.

{¶ 39} We find that the case sub judice is easily distinguishable from Hanson. Most significant is that Hanson did not involve the appointment of a receiver by a court that had in personam jurisdiction over the entity placed into a receivership. Also, the corpus of the trust in Hanson had no relationship with Florida, whereas here, contributions made by Ohio citizens in Ohio are included among ADSA’s assets located outside of Ohio.

{¶ 40} The factual and legal differences between Hanson and the instant case render Hanson inapplicable to resolve the issue before us, and, therefore, Hanson does not support ADSA’s argument. Because ADSA failed to provide any other citations of authorities to support its jurisdictional argument, it has not met its burden of affirmatively demonstrating error on appeal. App.R. 16(A)(7); State v. McAdory, Summit App. No. 21454, 2004-Ohio-1234, 2004 WL 510186, at ¶ 32. Notwithstanding, we will address the issue raised by ADSA’s argument, which is whether a trial court that has in personam jurisdiction can, after judgment, appoint a receiver to operate, oversee, and administer the business and assets of a charitable organization when the assets are located outside the forum state.

{¶ 41} Although it is not cited by the parties, we find the case of Rogers v. Webster (C.A.6, 1985), 779 F.2d 52, unpublished opinion, text at 1985 WL 13788, helpful in determining this issue. Rogers, a citizen of Michigan, sued Webster, a citizen of Canada, for wrongful termination of employment. Judgment was entered against Webster for $1 million. To aid Rogers’s execution of judgment, the district court appointed a receiver of Webster’s assets and directed him to transfer all income and/or property in his possession and control to the receiver.

{¶ 42} In rejecting the same argument advanced herein by ADSA, which was that the court lacked jurisdiction to issue an order affecting assets located outside its territorial jurisdiction, the Rogers court opined:

The fact that Mr. Webster’s stock certificates and other items were situated outside the territorial reach of the District Court was immaterial, because that Court had jurisdiction of his person, and its order was directed at him, and not at the property itself. As was stated more than a century ago:

“Where the necessary parties are before a court of equity, it is immaterial that the res of the controversy, whether it be real or personal property, is beyond the territorial jurisdiction of the tribunal. It has the power to compel the defendant to do all things necessary, according to the lex loci rei sitae, which he could do voluntarily, to give full effect to the decree against him.

‘Without regard to the situation of the subject-matter, such courts consider the equities between the parties, and decree in personam according to those equities, and enforce obedience to their decrees by process in personam.”

Id., quoting Phelps v. McDonald (1878), 99 U.S. 298, 308, 25 L.Ed. 473. Citing many cases in support, the Rogers court further explained:

“[I]f a judicial proceeding is begun with jurisdiction over the person of the party concerned, it is within the power of a [court] to bind him by every subsequent order in the cause,” and this is true “whether the party remain within the jurisdiction or not.” Michigan Trust Co. v. Ferry, 228 U.S. 346, 353, 33 S.Ct. 550, 552, 57 L.Ed. 867 (1913). Since the District Court retained herein personal jurisdiction over Mr. Webster, it had the power clearly to order him to deliver his personal property to the clerk or receiver, “whether the property be within or without the United States.” United States v. First National City Bank, 379 U.S. 378, 384, 85 S.Ct. 528, 531, 13 L.Ed.2d 365 (1965) (bank ordered to freeze accounts located outside the United States). Accord In re Feit & Drexler, Inc., 760 F.2d 406, 414, 415 (2d Cir.1985) (order requiring delivery of property located outside the court’s jurisdiction, including Swiss bank accounts, to escrow agent); Inter-Regional Financial Group, Inc. v. Hashemi, 562 F.2d 152 (2d Cir.1977), cert. denied, 434 U.S. 1046, 98 S.Ct. 892, 54 L.Ed.2d 798 (1978) (defendant ordered to deliver to clerk stock certificates located in other states and other countries); United States v. Ross, 302 F.2d 831 (2d Cir.1962) (defendant ordered to deliver to receiver his shares in a wholly-owned Bahamian corporation); cf. Steele v. Bulova Watch Co. (1952), 344 U.S. 280, 289, 73 S.Ct. 252, 257, 97 L.Ed. 319 (1952) (“Where, as here, there can be no interference with the sovereignty of another nation, the District Court in exercising its equity powers may command persons properly before it to cease or perform acts outside its territorial jurisdiction.”) cf. New Jersey v. City of New York, 283 U.S. 473, 482, 51 S.Ct. 519, 521, 75 L.Ed. 1176 (1931) (“The situs of the acts creating the nuisance, whether within or without the United States, is of no importance. Plaintiff seeks a decree in personam to prevent them in the future.”).

{¶ 43} As applied to the case sub judice, Rogers and the cases cited therein compel the conclusion that the trial court, by virtue of having in personam jurisdiction over ADSA, had the authority to appoint a receiver. In so holding, we reject the position taken by ADSA that the instant action is one in rem. As the Ohio Supreme Court explained in Moss v. Std. Drug Co. (1953), 159 Ohio St. 464, 470, 50 O.O. 389, 112 N.E.2d 542 “[ajctions in rem are usually defined as proceedings against property itself, or as is said, directed primarily against things themselves. Actions in personam are proceedings directed against the person to recover personal judgments.” Here, the allegations in the state’s complaint are directed at the conduct of ADSA and Smith and not at ADSA’s assets. The fact that a receiver was appointed, pursuant to the state’s prayer for equitable relief, does not convert this action into one about property. See, e.g., Fall v. Eastin (1909), 215 U.S. 1, 11, 30 S.Ct. 3, 54 L.Ed. 65 (“When the subject-matter is situated within another state or country, but the parties are within the jurisdiction of the court, any suit may be maintained and remedy granted which directly affect and operate upon the person of the defendant, and not upon the subject-matter, although the subject-matter is referred to in the decree, and the defendant is ordered to do or to refrain from certain acts toward it, and it is thus ultimately but indirectly affected by the relief granted”); Groza-Vance v. Vance, 162 Ohio App.3d 510, 521, 2005-Ohio-3815, 834 N.E.2d 15 (holding that “a court may exercise its in personam jurisdiction to order a party to convey property located outside the state and that such an order does not act directly upon title to the out-of-state property”), citing Breitenstine v. Breitenstine (Wy.2003), 62 P.3d 587; TWE Retirement Fund Trust v. Ream (2000), 198 Ariz. 268, 8 P.3d 1182; Gen. Elec. Capital Corp. v. Advance Petroleum, Inc. (Fla.App.1995), 660 So.2d 1139; Cole v. Manning (1926), 79 Cal.App. 55, 248 P. 1065; Matarese v. Calise (1973), 111 R.I. 551, 305 A.2d 112. Accordingly, we find that the concept of in rem jurisdiction has no play in this case.

{¶ 44} Based on the foregoing, we hold that the trial court had jurisdiction to appoint a receiver.

2. The Internal-Affairs Doctrine Is Inapplicable

{¶ 45} In its second subargument, ADSA asserts that the trial court’s appointment of a receiver is contrary to law because the appointment interferes with ADSA’s internal affairs. In support, ADSA cites Relief Assn, of Union Works, Carnegie Steel Co. v. Equitable Life Assur. Soc. (1942), 140 Ohio St. 68, 23 O.O. 290, 42 N.E.2d 653, paragraph two of the syllabus, which provides:

Courts of Ohio are without jurisdiction to entertain an action against a foreign corporation where the result of granting the relief asked would be to interfere with the management of such corporation or the exercise by the board of directors of such corporation of a discretion vested in them by the laws of the state of creation or domicile of the corporation.

According to ADSA, the above holding renders the trial court’s appointment of a receiver in violation of Ohio law.

{¶ 46} The state asserts that the internal-affairs doctrine applies only to disputes within a corporation or those affiliated within its corporate structure, and not to dispute between a corporation and a third party and, therefore, that it is inapplicable here. Consequently, ADSA’s reliance upon Relief Assn, of Union Works is misplaced.

{¶ 47} “The internal affairs doctrine is a conflict of laws principle which recognizes that only one State should have the authority to regulate a corporation’s internal affairs — matters peculiar to the relationships among or between the corporation and its current officers, directors, and shareholders — because otherwise a corporation could be faced with conflicting demands.” Edgar v. MITE Corp. (1982), 457 U.S. 624, 645, 102 S.Ct. 2629, 73 L.Ed.2d 269 (internal-affairs doctrine not implicated in transfer of stock by stockholders to a third party), citing Restatement of the Law 2d, Conflict of Laws (1971) 307-308, Section 302, Comment b. According to this doctrine “the law of the state of incorporation normally determines issues relating to the internal affairs of a corporation.” First Natl. City Bank v. Banco Para el Comercio Exterior de Cuba (1983), 462 U.S. 611, 621, 103 S.Ct. 2591, 77 L.Ed.2d 46, citing Restatement of the Law 2d, Conflict of Laws (1971), Section 302, Comments a and e; cf. Cort v. Ash (1975), 422 U.S. 66, 84, 95 S.Ct. 2080, 45 L.Ed.2d 26. “Different conflicts principles apply, however, where the rights of third parties external to the corporation are at issue.” First Natl. City Bank, 462 U.S. at 621,103 S.Ct. 2591, 77 L.Ed.2d 46, citing Restatement of the Law 2d, Conflict of Laws (1971), Section 301; Hadari, The Choice of National Law Applicable to the Multinational Enterprise and the Nationality of Such Enterprises (1974), 1 Duke L.J. 15-19. See, also, Roselink Investors, L.L.C. v. Shenkman (D.N.Y.2004), 386 F.Supp.2d 209, 225 (“Creditors’ claims at issue here are tort claims regarding the rights of ‘third parties external to the corporation’ as they are not brought by shareholders, officers or directors, nor are they brought derivatively on behalf of the corporation. Therefore, the ‘internal affairs doctrine’ is inapplicable here”); NatTel, L.L.C. v. SAC Capital Advisors (Sept. 16, 2005), D.Conn. No. 3:04cvl061, 2005 WL 2253756.

{¶ 48} Against this background, we consider Relief Assn, of Union Works. The factual underpinnings of that case • involved a contract dispute between appellant, a mutual life insurance company incorporated under the laws of New York, and appellee, a member of appellant’s corporation. The contract at issue, an insurance policy, was governed by the laws of New York. Given the intracorporate relationship between the parties, the nature of the dispute, and its governance by New York law, it is easy to see how the case lent itself to the application of the internal-affairs doctrine. Those determinative factors, however, are absent from this case. There is no intracorporate relationship between the state and ADSA, or the equivalent thereof. Also, the dispute at hand involves alleged violations of Ohio law. Therefore, this case regards the rights of “a third part[y] external to the corporation.” First Natl. City Bank, 462 U.S. at 621, 103 S.Ct. 2591, 77 L.Ed.2d 46.

{¶ 49} Based on the foregoing, we hold that the internal-affairs doctrine has no application in the case sub judice.

3. ADSA Waived Any Jurisdictional Argument as It Relates to Its Solicitors

{¶ 50} Next, ADSA asserts that with the exception of CRF, the trial court lacked jurisdiction to order ADSA’s other professional solicitors “to send all the money to the receiver.” ADSA contends that the state failed to serve them with process, thereby divesting the trial court of jurisdiction. The state counters'by arguing that ADSA waived these affirmative defenses, as ADSA and Smith failed to raise them in their answers. It also maintains that naming each fundraiser was not required, because the receiver “stands in ADSA’s shoes.”

{¶ 51} As previously explained, the burden of affirmatively demonstrating error on appeal rests with the party asserting error. App.R. 9 and 16(A)(7); State ex rel. Fulton v. Holliday (1944), 142 Ohio St. 548, 27 O.O. 487, 53 N.E.2d 521. Pursuant to App.R. 16(A)(7), an appellant must present his or her contentions with respect to each assignment of error and the reasons in support of those contentions, including citations of legal authorities and parts of the record upon which the appellant relies. An appellate court may disregard arguments if the appellant fails to identify the relevant portions of the record on which the errors are based. App.R. 12(A)(2). “[Fjailure to comply with the rules governing practice in the appellate courts is a tactic which is ordinarily fatal.” Kremer v. Cox (1996), 114 Ohio App.3d 41, 60, 682 N.E.2d 1006.

{¶ 52} In this case, ADSA has failed to comply with the foregoing appellate requirements. First, it does not cite the place in the record upon which it relies. Second, it fails to cite any legal authority in support of its argument. Given that ADSA’s argument, on its face, appears contrary to law, citation of case law was most necessary.

{¶ 53} The state is correct in that the receiver “stands in ADSA’s shoes.” A receiver is an officer of the court and “succeeds to the title and rights of action of the corporation itself, and takes all such rights as the corporation itself originally had, and may enforce them by the same legal remedies.” Smith v. Johnson (1898), 57 Ohio St. 486, 488-489, 49 N.E. 693. Indeed, donations solicited by a professional solicitor on behalf of a charity lawfully belong to that charity. Considering these conclusions, we fail to understand the rationale behind ADSA’s jurisdictional argument. Even assuming that the trial court ordered ADSA’s professional solicitors to send the donations they solicited directly to the receiver, that order would be consistent with the preexisting legal obligations of those professional solicitors. R.C. 1716.08(B) highlights this point — all donations received by a professional solicitor must be deposited into the charity’s bank account within two days. Thus, there is no real difference between a professional solicitor depositing donations into the bank account of a charitable organization and sending them to a receiver who has control over that bank account.

{¶ 54} Based on the foregoing, ADSA has failed to meet its burden in demonstrating error on appeal.

4. R.C. 1716.16(B) and 2735.01(C), (D), and (F) Allow for a Receiver to Be Appointed in This Case

a. R.C. 1716.16(B)

{¶ 55} In its fourth subargument, ADSA argues that the trial court placed ADSA “into receivership based upon an exceedingly broad reading of R.C. 1716.[16(B) ].” According to ADSA, the trial court erred by interpreting the phrase “any other order” found in that statute to include the “extraordinary act of taking control of an out of state entity and forcibly moving it to Ohio.” Thus, it is ADSA’s position that if the legislature had intended to confer authority upon a court to appoint a receiver, it would have expressly stated so. The state responds by arguing the phrase “any necessary order” is broad enough to include a receiver. The receiver described ADSA’s interpretation of R.C. 1716.16(B) as an example of “erroneous logic.”

{¶ 56} R.C. 1716.16(B) provides:

Upon a finding that any person has engaged or is engaging in any act or practice in violation of this chapter or any rule adopted under this chapter, a court may make any necessary order or enter a judgment including, but not limited to, an injunction, restitution, or an award of reasonable attorney’s fees and costs of investigation and litigation, and may award to the state a civil penalty of not more than ten thousand dollars for each violation of this chapter or rule. In seeking injunctive relief, the attorney general shall not be required to establish irreparable harm but only shall establish a violation of a provision of this chapter or a rule adopted under this chapter or that the requested order promotes the public interest.

(Emphasis added.) Resolution of the issue before us turns upon whether an order appointing a receiver can be considered “any necessary order.” In deciding, we must apply the rules of statutory construction and look to legislative intent. Accordingly, our review is de novo. BP Exploration & Oil, Inc. v. Ohio Dept. of Commerce, Franklin App. No. 04AP-619, 2005-Ohio-1533, 2005 WL 736145.

{¶ 57} When a word or phrase has not been defined by the legislative enactment in which it is found, by court decision, or otherwise, it will be given its common, ordinary, and accepted meaning, absent an indication of legislative intent to the contrary. R.C. 1.42; Kimble v. Kimble, 97 Ohio St.3d 424, 2002-Ohio-6667, 780 N.E.2d 273; Coventry Towers, Inc. v. Strongsville (1985), 18 Ohio St.3d 120, 122, 18 OBR 151, 480 N.E.2d 412; Baker v. Powhatan Mining Co. (1946), 146 Ohio St. 600, 606, 33 O.O. 84, 67 N.E.2d 714; Caygill v. Jablonski (1992), 78 Ohio App.3d 807, 812, 605 N.E.2d 1352. The word “any” “has a variety of meanings, and depending upon how used, may mean ‘all’ or ‘every’ as well as ‘some’ or ‘one.’ ” Donohue v. Zoning Bd. of Appeals (1967), 155 Conn. 550, 556, 235 A.2d 643, citing Words and Phrases (Perm.Ed.) 3A. See, also, Black’s Law Dictionary (6 Ed.Rev.1990) 94. Applying these definitions in the context of R.C. 1716.16(B), the conclusion to be drawn is that by choosing the word “any,” the General Assembly chose to vest Ohio courts with broad powers with respect to orders. Cf. Mgt. Council of Wyoming Legislature v. Geringer (Wy.1998), 953 P.2d 839, 844. Clearly, if the General Assembly had meant to preclude a court from entering certain types of orders, it could have chosen to do so. But it did not. Instead, it chose general language broad enough to include an order appointing a receiver.

{¶ 58} We find that this conclusion is also supported by the grammatical structure of R.C. 1716.16(B). The language “[u]pon a finding that any person has engaged or is engaging in any act or practice in violation of this chapter” directly precedes “a court may make any necessary order.” Thus, when read in context, the plain meaning of the statute is clear: upon judicial determination that a party violated R.C. Chapter 1716, the court may fashion any order it deems necessary.

{¶ 59} Further buttressing our interpretation is that after the phrase “any necessary order” appears, the statute then lists certain types of orders or judgments a court may enter, but expressly states that a court is not “limited to” those remedies. “The preeminent canon of statutory interpretation requires us to ‘presume that [the] legislature says in a statute what it means and means in a statute what it says there.’ ” BedRoc Ltd., L.L.C. v. United States (2004), 541 U.S. 176, 124 S.Ct. 1587, 1593, 158 L.Ed.2d 338, quoting Connecticut Natl. Bank v. Germain (1992), 503 U.S. 249, 253-254, 112 S.Ct. 1146, 117 L.Ed.2d 391. Because the General Assembly did not exclude the appointment of a receiver in R. C. 1716.16(B), we will not infer that exclusion.

{¶ 60} With respect to legislative intent, “[i]f the statute’s language reasonably permits an interpretation consistent with that intent, we should adopt it.” F. Hoffmann-La Roche Ltd. v. Empagran S.A. (2004), 542 U.S. 155,174,124 S. Ct. 2359, 159 L.Ed.2d 226. Here, the General Assembly enacted R.C. Chapter 1716 to curtail fraudulent activities in connection with the solicitation of donations and protect the public from unscrupulous operators. It also chose not to restrict the Attorney General to the procedures prescribed in R.C. Chapter 119 and expressly dispensed with several of the prerequisites for injunctive relief. By increasing the authority of the Attorney General, the chief legal executive officer for the state, the General Assembly has evidenced its intent to aggressively prosecute violations of R.C. Chapter 1716. Thus, we find that our interpretation is consistent with legislative intent.

{¶ 61} For the foregoing reasons, we hold that R.C. 1716.16(B) empowers Ohio courts to appoint a receiver.

b. R.C. 2735.01

{¶ 62} The trial court also found that R.C. 2735.01 supported the appointment of a receiver, although it did not identify which specific subsection was applicable. ADSA, however, contends that the possible situations in law or equity for appointment of a receiver listed in R.C. 2735.01 do not apply here, because ADSA is solvent and can satisfy the fines assessed against it.

{¶ 63} The state responds by arguing that the appointment of a receiver was supported by R.C. 2735.01(C) and (F). Specifically, the appointment of a receiver was needed to carry the trial court’s judgment into effect, R.C. 2735.01(C), and given ADSA’s and Smith’s fiscal mismanagement, the appointment of a receiver was permissible as a form of equitable relief under R.C. 2735.01(F).

{¶ 64} Weighing in on the issue, the receiver asserts that “given that the findings of the trial court included failures on the part of [ADSA] to know the amount of gross revenue being generated by charitable solicitation campaigns inside [Ohio,] as well as failures to properly account for and spend the monies derived from these campaigns, the appointment of a receiver to effectuate the goals of R.C. 2735.01(C), (D) could not be more appropriate or authorized.”

{¶ 65} In exercising its discretion to appoint or refuse to appoint a receiver, the trial court “must take into account all the circumstances and facts of the case, the presence of conditions and grounds justifying the relief, the ends of justice, the rights of all the parties interested in the controversy and subject matter, and the adequacy and effectiveness of other remedies.” State ex rel. Celebrezze v. Gibbs (1991), 60 Ohio St.3d 69, 73, 573 N.E.2d 62. When reviewing a trial court’s order in a receivership matter, an appellate court will not disturb a trial court’s ruling absent an abuse of discretion. Victory White Metal Co. v. N.P. Motel Sys., Mahoning App. No. 04 MA 245, 2005-Ohio-2706, 2005 WL 1300785, at ¶ 55-56; Campbell Investors v. TPSS Acquisition Corp., 152 Ohio App.3d 218, 2003-Ohio-1399, 787 N.E.2d 78, ¶ 15.

{¶ 66} R.C. 2735.01 is a procedural statute and is to be liberally construed. DiSanto v. Velotta & Velotta (June 21, 1978), Summit App. No. 8753, 1978 WL 215232, citing Stark Cty. Agricultural Soc. v. Walker (1929), 34 Ohio App. 558, 171 N.E. 422. This statute provides:

A receiver may be appointed by the supreme court or a judge thereof, the court of appeals or a judge thereof in his district, the court of common pleas or a judge thereof in his county, or the probate court, in causes pending in such courts respectively, in the following cases:

H* * *

(C) After judgment, to carry the judgment into effect;

(D) After judgment, to dispose of the property according to the judgment, or to preserve it during the pendency of an appeal, or when an execution has been returned unsatisfied and the judgment debtor refuses to apply the property in satisfaction of the judgment;

* * *

(F) In all other cases in which receivers have been appointed by the usages of equity.

{¶ 67} In this case, ADSA’s and Smith’s fiscal mismanagement served as the motivating force behind the trial court’s appointment of a receiver. In that regard, the trial court found that neither Smith nor ADSA knew “the gross revenue and expenses being generated by the solicitation campaigns being conducted for ADSA’s behalf.” Indeed, neither Smith nor ADSA was aware of the amount of money raised by Gold and his companies for ADSA or of how much money had been diverted from (the real) ADSA to the rival ADSA. Similarly, neither Smith nor ADSA could substantiate whether the weekly five percent of gross revenue it was entitled to under the 1999 NACS contract was ever received. Further, as made known by Hulsey’s report, ADSA did not appropriately maintain its financial records and supporting data. As a result, the trial court charged the receiver it appointed with the duty to determine “the amount of charitable contributions that has been misspent, misappropriated, or unaccounted for.”

{¶ 68} Given the above, we do not find that the trial court abused its discretion in appointing a receiver pursuant to R.C. 2735.01. The trial court ordered an accounting of ADSA, and it was not unreasonable to conclude that a receiver would be necessary to effectuate that goal. Thus, we find merit in the state’s position that without a receiver, “there will be no effective mechanism to conduct a thorough financial review of ADSA.” Further, given the fiscal misconduct and mismanagement of ADSA, it was not unreasonable for the trial court to conclude that the appointment of a receiver was necessary to preserve ADSA’s assets during the appellate phase of this case. These reasons also support the appointment of a receiver as an equitable remedy.

{¶ 69} We therefore conclude that clear and convincing evidence exists to support the court’s order appointing a receiver pursuant to R.C. 2735.01, specifically, subsections (C), (D), and (F). See, e.g., Ratliff v. Ratliff (Aug. 18, 1998), Franklin App. No. 97APF10-1294, 1998 WL 514039; Ross v. Belden Park Co. (Dec. 4, 1995), Stark App. No. 1995CA00045, 1995 WL 768586; In re Estate of Utterdyke (Dec. 11, 1992), Portage App. No. 92-P-0031, 1992 WL 366889; Page v. AEI Group, Inc. (Apr. 30, 1991), Franklin App. No. 90AP-151, 1991 WL 70126 (construing R.C. 1707.27 and 2735.01); Phoenix Portland Cement Co. v. Shadrach (1924), 18 Ohio App. 264; Tonti v. Tonti (App.1951), 118 N.E.2d 200, 66 Ohio Law Abs. 356; Holmes v. Dome (N.D.Ill.1906), 148 F. 634.

{¶ 70} Based on the foregoing, we hold that R.C. 1716.16(B) and 2735.01(C), (D), and (F) provide for the appointment of a receiver in the case sub judice.

5. The Appointment of a Receiver Did Not Violate Due Process

{¶ 71} The trial in this matter occurred in 2001, and in 2004, the trial court issued its decision to appoint a receiver. ADSA contends that the appointment of a receiver three years after trial violated due process because the trial court did not have evidence reflecting ADSA’s current financial affairs. In support, ADSA cites Greene v. McElroy (1959), 360 U.S. 474, 79 S.Ct. 1400, 3 L.Ed.2d 1377. Both the state and the receiver, however, contend that there could be no due process violation because a trial was held in the instant matter.

{¶ 72} At the onset, we note that ADSA has failed to support its argument with legal authority, in contravention of App.R. 16(A)(7). Greene, supra, did not involve the due process rights of a party for whom a receiver has been appointed. Rather, that case dealt with the revocation of an aeronautical engineer’s security clearance because of secret testimony concerning his ex-wife’s association with the Communist Party and with whether he was entitled to traditional due process standards of confrontation and cross-examination, since the revocation rendered him unable to practice his chosen profession.

{¶ 73} With respect to the merits of ADSA’s argument, ADSA has failed to demonstrate that the trial court’s appointment of a receiver three years after the trial violated its due process rights. It offers no information or otherwise explains how the delay in time made any difference. Therefore, we reject ADSA’s argument that a delay between a trial and the issuance of an order appointing a receiver is prima facie evidence of a violation of due process rights. Indeed, despite notice that the state was seeking the appointment of a receiver, ADSA failed to address this issue during trial or at any time after trial and before the appointment of a receiver.

{¶ 74} We also note that several Ohio courts have held that an evidentiary hearing is not necessary before the appointment of a receiver. See, e.g., Victory White Metal Co. v. N.P. Motel Sys., 106 Ohio St.3d 1545, 2005-Ohio-5343, 835 N.E,2d 727, at ¶ 53; Maynard v. Cemy, Summit App. No. C.A. 21652, 2004-Ohio-955, 2004 WL 383995, at ¶ 13; Golick v. Golick (1983), 9 Ohio App.3d 106, 108, 9 OBR 159, 458 N.E.2d 459 (“we cannot say as a matter of law that the trial court abused its discretion in appointing a receiver and ordering the sale of the stock without a hearing”); Ratliff, supra (“a receiver is permitted to hold and sell property without holding a hearing on the matter”).

{¶ 75} Based on the foregoing, we hold that the trial court’s appointment of a receiver did not violate ADSA’s due process rights.

6. ADSA Has Waived Its Commerce Clause Argument

{¶ 76} For the first time in its reply brief, ADSA argues that the appointment of a receiver violated the Interstate Commerce Clause. ADSA contends that this issue is properly before this court, despite being first raised in its reply brief, because “the harm did not occur until the receiver seized assets out of state and interrupted the flow of commerce[,] which did not occur until after appellant filed its brief.” That contention, however, is belied by the allegations articulated by ADSA in support of its motion for stay (filed September 10, 2004), supplement to motion to stay showing irreparable harm (filed September 14, 2004), and its writ of prohibition to the Supreme Court of Ohio (filed September 28, 2004) — all of which were filed prior to ADSA’s appellate brief. Moreover, ADSA has not cited any case that held that the appointment of a receiver violated the Interstate Commerce Clause. Therefore, this court declines to address this issue because it is not properly before us.

{¶ 77} Based on the foregoing, we hold that the trial court had jurisdiction to appoint a receiver pursuant to R.C. 1716.16(B) and 2375.01. The appointment of a receiver did not violate ADSA’s due process rights, and the internal-affairs doctrine has no applicability in the matter before us. We further conclude that the issues of personal jurisdiction relating to ADSA’s professional solicitors and the Interstate Commerce Clause are not properly before us for consideration. Accordingly, we overrule ADSA’s first assignment of error.

B. The Trial Court’s Finding that the Script Approved by ADSA Was Deceptive and Was Not Against the Manifest Weight of the Evidence

{¶ 78} In its second assignment of error, ADSA contends that the trial court erred when it found that ADSA’s solicitation script created the false impression that the donor’s contribution would provide a local benefit. ADSA acknowledges that there was a “variety of testimony” that established that professional solicitors made “false or misleading statements to potential donors” but argues that ADSA should not be held responsible for a script it did not approve. ADSA further asserts that the word “American” in its name should put a potential donor on notice that it is a national charity and not a local one.

{¶ 79} The state argues that the script approved by ADSA was deceptive because use of the personal and possessive pronouns contained within the script created the impression that there would be a local benefit. That impression, however, was false because at no time did ADSA provide any benefit to Ohio law enforcement personnel or their families.

{¶ 80} The script considered by the trial court and approved by ADSA provides:

“The American Deputy Sheriffs Association, Inc.” (ADSA) a non-profit organization was formed in 1993 to respond to the needs and challenges that face our County law enforcement officers. ADSA assists families of officers that have been killed in the line of duty protecting you and your family.

The trial court determined that this script was false and misleading based on the trial testimony of several witnesses, all of whom were led to believe that their donations would benefit their local sheriffs.

{¶ 81} We review this assignment of error according to the manifest-weight standard. In reviewing a trial court’s judgment following a bench trial, “an appellate court is ‘guided by the presumption’ that the trial court’s findings are correct.” Broadstone v. Quillen, 162 Ohio App.3d 632, 637, 2005-Ohio-4278, 834 N.E.2d 424, citing Patterson v. Patterson, Shelby App. No. 17-04-07, 2005-Ohio-2254, 2005 WL 1074809, at ¶ 26, quoting Seasons Coal Co. v. Cleveland (1984), 10 Ohio St.3d 77, 79-80, 10 OBR 408, 461 N.E.2d 1273. Thus, this court may not substitute its judgment for that of the trial court and must affirm the judgment if it is supported by some competent, credible evidence going to the essential elements of the case. Reilley v. Richards (1994), 69 Ohio St.3d 352, 632 N.E.2d 507; Koch v. Ohio Dept. of Natural Resources (1994), 95 Ohio App.3d 193, 642 N.E.2d 27.

{¶ 82} Given the evidence and the trial court’s province to assess the credibility of witnesses, we cannot say that the trial court erred in finding that ADSA’s script was false and misleading. “Our” is the possessive pronoun of we, which means “you and I.” Based on that meaning, we cannot say that it was unreasonable for the witnesses, who were donors or potential donors, to understand from the solicitation that ADSA was providing or would provide assistance to their local law enforcement because these were the officers that protected them and their families. Further, ADSA’s argument that the word “American” should have put the donor or potential donor on notice that ADSA was a national charity and not a local one rings hollow because even national charities, such as the American Red Cross, often provide assistance to address the needs of a specific geographical community.

{¶ 83} Based on the foregoing, we find that the trial court’s conclusion that the script was false and misleading was not against the manifest weight of the evidence. Therefore, we overrule ADSA’s second assignment of error.

C. The Trial Court’s Finding that ADSA and Smith Breached Their Fiduciary Duties Was Not Against the Manifest Weight of the Evidence

{¶ 84} In their third and fourth assignments of error, ADSA and Smith contend