COURT OF APPEALS OF OHIO, EIGHTH DISTRICT COUNTY OF CUYAHOGA NO. 59880 STATE OF OHIO, EX REL. : ANTHONY J. CELEBREZZE : : Plaintiff-appellee : : JOURNAL ENTRY -vs- : AND : OPINION LOU COHEN AUTO, INC., ET AL : : Defendants-appellants : : DATE OF ANNOUNCEMENT : OF DECISION : FEBRUARY 27, 1992 CHARACTER OF PROCEEDING : Civil appeal from Court of Common Pleas : Case No. CP 965,831 JUDGMENT : AFFIRMED DATE OF JOURNALIZATION : APPEARANCES: For plaintiff-appellee: For defendants-appellants: ELLEN L. MASTRANGELO HARVEY H. STARKOFF, ESQ. ASST. ATTORNEY GENERAL STARKOFF & BOGART State Office Building 27600 Chagrin Blvd. 615 West Superior Avenue Suite 360 Cleveland, Ohio 44113 Cleveland, Ohio 44122 - 2 - J.F. CORRIGAN, J., Appellants Lou Cohen Auto, Inc. and Lou Cohen appeal from the judgment of the trial court assessing penalties against them for their violation of a permanent injunction. For the reasons set forth below, we affirm. I. On April 27, 1978, the Attorney General of the State of Ohio entered into a consent judgment entry with Lou Cohen, appellant herein, and Lou Cohen Auto in resolution of charges of odometer tampering against Cohen. The entry contained the following permanent injunction: (A) The Defendants, Lou Cohen Auto and Lou Cohen, an individual, under these or any other names, their agents, servants, representative, salesman, employees, and all other persons acting in concert and participation with them directly or indirectly through any corporate device, partnership or other association (hereinafter referred to as "Lou Cohen") in connection with any consumer transaction are permanently enjoined from: 1) Intentionally selling, or attempting to sell, any vehicle the odometer of which does not truly and accurately reflect the total number of miles of operation of that vehicle; 2) Intentionally supplying odometer statements to purchasers that do not truly and accurately reflect the total number of miles of operation of a vehicle; 3) Engaging in any act or acts which result in the rolling back or modification, alteration or tampering with the odometer of any vehicle; - 3 - 4) Executing any transfer of ownership document of a vehicle to a purchaser before issuing to such purchaser an odometer mileage statement stating to the best of his belief the actual mileage on the vehicle or, if applicable, stating that such actual mileage differs from the odometer readings and stating such actual mileage; 5) Forming or organizing, or reorganizing, into corporations, partnerships, sole proprietorships, or any other legal structure, for the purpose of selling, attempting to sell, soliciting, attempting to solicit, or advertising or promoting, directly or indirectly, any business in the State of Ohio which provides any goods or services for the purpose of avoiding this Consent Judgment; and that: G) Lou Cohen shall, for a period of two years from the Entry of this Order, compile and maintain a list of names, and addresses of his agents, salesmen, representatives, and other employees together with a verified statement from each one that he or she has received a copy of this Order and understands Lou Cohen's obligations thereunder; such list to be available for inspection at Lou Cohen's place of business during regular business hours by the Plaintiff or his designated representative upon reasonable notice to Lou Cohen. ***. On July 27, 1978, the trial court found Lou Cohen and Lou Cohen Auto in contempt of the above order. In 1985 Lou Cohen Auto Incorporated, as Lou Cohen Auto, Inc. with Lou Cohen listed as secretary of the new corporation and Lou's sons, Richard and Robert Cohen listed as president and vice-president. - 4 - On July 27, 1989, Lou Cohen Auto, Inc. pled guilty to eleven counts of odometer disclosure violations in the Cuyahoga County Court of Common Pleas. Lou Cohen, individually, pled guilty to three counts of odometer disclosure violations at that time. On August 31, 1989, the Ohio Attorney General filed a motion for issuance of a show cause order in contempt and for assessment of civil penalties. A hearing was held on February 7, 1990, at which time Lou Cohen testified that he "turned over" the business to his sons in 1985, and has no business relationship with Lou Cohen Auto, Inc. Cohen further testified that he is 86 years old and visits Lou Cohen, Inc. a few times a week merely to keep busy. In its judgment entry dated May 3, 1990, the trial court found that Lou Cohen and Lou Cohen Auto, Inc. flagrantly and continuously violated the injunction issued on April 27, 1978. The court fined Lou Cohen $1,500 and Lou Cohen Auto, Inc. $27,500 in accordance with the terms of the injunction. This appeal timely follows. II. Appellants' have set forth the following assignments of error: "LOU COHEN AUTO INC. SHOULD NOT BE BOUND BY AN INJUNCTION ADJUDGED TO LOU COHEN IN APRIL OF 1978." "LOU COHEN AUTO, INC. RIGHTS HAVE NOT BEEN ADJUDGED ACCORDING TO LAW." - 5 - These assignments of error share common issues of law and fact and will, therefore, be dealt with simultaneously. In order for an injunction to be enforceable, it must meet the requirements of Civ. R. 65. Civ. R. 65(D) provides that: "Every order granting an injunction and every restraining order shall set forth the reasons for its issuance; shall be specific in terms; shall describe in reasonable detail, and not by reference to the complaint or other document, the act or acts sought to be restrained; and is binding upon the parties to the action, their officers, agents, servants, employees, attorneys and those persons in active concert or participation with them who receive actual notice of the order whether by personal service or otherwise." This rule requires that an injunction contain sufficient detail so as to advise the defendants of the conduct from which they are prohibited from engaging in. Mead Corp., Riconix, Inc., Successor v. Lane (1988), 54 Ohio App. 3d 59. We find that the injunction was sufficiently detailed to meet the requirements of Civ. R. 65 as it pertains to Lou Cohen. Lou Cohen Auto, Inc. was not a party to the injunction. However, non-parties may be bound by this injunction by its very term. Non-parties may be bound by an injunction to ensure "that defendants [do] not nullify a decree by carrying out prohibited acts through aiders and abetters." Regal Knitwear Co. v. NLRB (1945), 324 U.S. 9, 14; Planned Parenthood v. Project Jericho (1990), 52 Ohio St. 3d 56, 61. Persons acting in concert with a party against whom an injunction has been issued, must have - 6 - actual notice of the injunction in order to be bound by it. Cf. Civ. R. 65(D); Planned Parenthood, supra. Lou Cohen was the corporate secretary of Lou Cohen Auto, Inc. When an officer of a corporation gains actual notice of a fact in the scope of his employment, the law presumes the corporation to have actual notice of that fact. See, Kornhauser v. Surety Co. (1926), 114 Ohio St. 24, 37; Myers v. Insurance Co. (1923), 108 Ohio St. 175; Hey v. Commer (1951), 89 Ohio App. 104. We must, therefore, presume as a matter of law that Lou Cohen Auto, Inc. had actual notice of the injunction. The injunction levied against Lou Cohen and Lou Cohen Auto, Inc. in 1978 permanently enjoined the following persons from tampering with odometers: "Lou Cohen Auto and Lou Cohen, an individual, under these or any other names, their agents, servants, representative, salesman, employees, and all other persons acting in concert and participation with them directly or indirectly, through any corporate device, partnership or other association *** in connection with any consumer transaction. ***." We find this injunction, designed to prevent further cheating of the public, to be binding on Lou Cohen Auto, Inc. which has Lou Cohen as an officer. For these reasons, we find that appellant's first and second assignments of error are without merit. Judgment affirmed. - 7 - It is ordered that appellee recover of appellants their costs herein taxed. The Court finds there were reasonable grounds for this appeal. It is ordered that a special mandate issue out of this Court directing the Court of Common Pleas to carry this judgment into execution. A certified copy of this entry shall constitute the mandate pursuant to Rule 27 of the Rules of Appellate Procedure. DYKE, P.J., and PATTON, J., CONCUR. JUDGE JOHN F. CORRIGAN N.B. This entry is made pursuant to the third sentence of Rule 22(D), Ohio Rules of Appellate Procedure. This is an announce- ment of decision (see Rule 26). Ten (10) days from the date hereof, this document will be stamped to indicate journaliza- tion, at which time it will become the judgment and order of the court and time period for review will begin to run. .