I don't think I can adequately express how disappointed I am in the Ohio Land Title Association.  This past Friday, I sent in my renewal application and paid my dues to OLTA.  I have been a member since I opened my small title agency in 1999.  I had always thought highly of our state's land title association.  Even when I decided to let my membership in the American Land Title Association lapse, because they were not representing my interests as a small agent and abstractor, I continued my membership in OLTA.

Along with my renewal and dues, I sent OLTA a letter urging them to support the Ohio Association of Independent Title Agents' Petition for Writ of Mandamus filed with the Ohio Supreme Court.  Later, on that very same day, OLTA sent an email to their members indicating that they had no intention of getting involved in the OAITA's efforts.  Their reasons are both petty and prove that there is a real need for a new association, such as the OAITA, to represent the independent agents.  I am disappointed in OLTA and I feel that they have let me down, as well as all of the independent agents in Ohio.

The OAITA's Petition for Writ of Mandamus seeks to have the Ohio Supreme Court order the Ohio Department of Insurance to enforce the title insurance laws that effectively prohibit Affiliated Business Arrangements.  Without going in to too much detail, I believe that the Petition has merit - there is a least a good faith basis in law for the relief sought. 

The development of AfBA's has been a topic of discussion at nearly every gathering of independent agents.  Even if it is not on the agenda for discussion at a particular seminar or convention, inevitably, independent agents congregate on breaks and discuss the impact that AfBA's are having on their businesses.  I have clients in serious jeopardy of closing their doors due to competitors that have locked up their former clients in an AfBA. 

The OAITA's petition could put an end to AfBA's in Ohio.  This is quite arguably the single most important lawsuit in the history of the title industry in Ohio, and its resolution will no doubt have a substantial impact on many other states.  How can OLTA sit on the sidelines and let this play out without filing an amicas brief?  There could hardly be a more important, more relevant, lawsuit affecting the membership of OLTA.

The reasons OLTA gave for withholding their support are even more surprising to me.  First, many of their issues seem to have more to do with their strained relationship with the OAITA than the substance of the litigation.  Basically, they are offended that a small group of independent agents have taken it upon themselves to organize and pursue litigation at the Ohio Supreme Court.  But, OLTA has had years to address what is arguably the single largest concern of most independent agents and they have completely ignored the issue.

OLTA also seems to be quite offended that the OAITA has criticized the land title associations for cow-towing to the underwriters and failing to represent the majority of the independent agents that comprise their membership. 

Many of you received an e-mail from a new association of Ohio title agents called the OAITA (Ohio Association of Independent Title Agents). This inflammatory e-mail, sent October 23, suggests that the Ohio Land Title Association has neglected the independent agents within our membership. This is not true, and I felt it necessary to contact our membership today to let you know that we are not pleased with this group's e-mail sent directly to many of our members. We also do not support their use of blogs and other electronic communications employed to distribute their negative message.

But, can OLTA deny that there is some truth to that allegation, at least with respect to AfBA's?  I don't think so. 

OLTA does a good job in other areas.  When it comes to other issues that affect the title industry in Ohio, OLTA does a find job of lobbying our legislature.  It also does a great job keeping its membership informed of relevant issues in the state and it puts on some of the best seminars I have even attended (though I haven't been able to attend them in the recent years since I began law school.)  OLTA deserves kudos for their efforts generally, but on the issue of AfBA's, the OAITA has a valid point.  I have often said that when it comes to AfBA's, the land title associations have a conflict of interest and they cannot adequately represent all of their members.

Perhaps some of the jabs the OAITA took at OLTA have been a bit pointed.  Maybe some of the criticisms have been too antagonistic.  But, regardless of OLTA's issues with the OAITA, how can they ignore such an important lawsuit, now that it has been filed?  What about me... and the other independent agents who are members of OLTA?  I don't care about the squabbles between the people at OLTA and the OAITA... I just want OLTA to represent my interests as a member and put their petty disputes aside for another day.

Besides, from the comments made by Scott Stevenson, President of OLTA, in the recent email, it appears that there is some truth to the OAITA's criticisms.

OAITA is not the first to ask the Ohio Land Title Association to join a lawsuit by filing an amicus brief.  The Ohio Land Title Association does not take the decision to engage in complex and costly litigation before the State's highest court lightly.  Likewise, such a decision is not one to be made in haste, especially when considering that the Ohio Land Title Association's membership consists of a diverse group, made up of industry agents, underwriters and service providers all of whom may not support OAITA's allegations against the Department of Insurance. Because of these many issues, the Executive Committee of OLTA agreed to not respond to OAITA's request to join them in their litigation.

Nothing has ever divided our industry like AfBA's.  Even OLTA recognizes that its membership is diverse and not all of them support the OAITA's efforts to represent independent agents.  Isn't this just a perfect example of why independent agents need their own association?

Stevenson even pointed out OLTA's Mission Statement, which, to me, indicates that they should take an active role in the lawsuit.

To promote the educational, ethical, professional and legislative interests of its members while fostering an open environment for the free exchange of ideas. OLTA strives to benefit the public by providing education about the industry and by promoting product quality and integrity.

Furthermore, Stevenson points out the high percentage of those involved with OLTA that are agents - though he fails to distinguish what percentage of those are truly independent.

The Ohio Land Title Association has invited all industry members to be actively involved in OLTA to ensure that every voice can be heard and incorporated into the message our industry provides to the public and Ohio's government.  What's more, OAITA's denigration ignores the fact that title agents (including many members of OAITA) made up 76% of those in attendance at the Ohio Land Title Association's September 2008 Annual Convention.

Isn't OLTA's refusal to get involved in such a landmark title insurance lawsuit a tacit admission that on this sole issue, OLTA is representing a minority of its members?  When the state's 99-year old title association refuses to support an action challenging the lack of enforcement of the state's title insurance laws, doesn't that send a message that it is okay with it?  By withholding its support, it is in effect endorsing the opposing party - the Ohio Department of Insurance and the many organizations that will undoubtedly be filing amicus briefs in support of the ODI and AfBA's. 

Perhaps this says more about those at the helm of OLTA, than OLTA itself.  Robert Holman, on the OAITA Independent Title Blog, wrote about the leaders of OLTA and why they may have personal interests that conflict with the OAITA agenda.

According to the bylaws of OLTA, the Board of Trustees is responsible for guiding the policy of the organization. Per the OLTA bylaws, there are ten (10) Trustees, although their website lists twelve (12). The Trustees include the President, President-Elect, Secretary-Treasurer and Immediate Past President, plus six (6) at-large Trustees. Of the ten (10) current Trustees of OLTA, four (4) are employed directly by national underwriters. Two (2) are well-known and respected Ohio attorneys who count some of the Big 5 underwriters as clients. There's also the President-Elect who runs a title search company recently purchased by a national title insurance underwriter and the President of OLTA who happens to run a CBA title company that holds a general membership in RESPRO.

If this is all accurate, could it be that those in charge of making this decision to withhold OLTA support for the OAITA petition are using OLTA to represent their personal interests, rather than those of the majority of their members?  I am starting to get that impression, especially given the tone of Stevenson's email.

Not once did Stevenson mention the merits of the petition.  Nor did he disclose to the members in his email that he is actively involved in an AfBA. I think that conflict of interest is quite significant!  I believe that this conflict of interest is so significant that the leaders of OLTA should not be making this decision on their own.  When the leadership of OLTA has such a conflict of interest on an important issue like this, they should not be unilaterally deciding the course of action for the association.  Wouldn't prudence dictate a vote of the membership as a whole? 

And... what about the merits of the case?  How can OLTA dismiss the issue without even so much as investigating the merits?  Why not appoint an independent committee to research the applicable laws and make a recommendation on an appropriate course of action?  If the law supports the OAITA's petition, and I believe that it does, doesn't OLTA have a duty to all of its members to see to it that those laws are enforced, rather than ignore the law for the benefit of a minority of its members?

By ignoring the merits of the petition and making this decision to sit on the sidelines based on personal feelings about the OAITA, as well as personal business interests, it occurs to me that the leaders of OLTA have breached their fiduciary duties to its members. 

I am a member of OLTA.  I feel like my interests have been cast aside for personal reasons held by those in control at OLTA and that is extremely disappointing to me.  I feel let down by the Ohio Land Title Association.

Robert A. Franco
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