[Cite as 435 Elm Invest., L.L.C. v. CBD Invests. Ltd. Partnership I , 2020-Ohio-943.]

1 435 Elm Investment, LLC, substituted as party plaintiff for U.S. Bank National Association on September 20, 2017. 

## IN THE COURT OF APPEALS FIRST APPELLATE DISTRICT OF OHIO HAMILTON COUNTY, OHIO

435 ELM INVESTMENT, LLC, 1 Plaintiff-Appellee,

vs. CBD INVESTMENTS LIMITED PARTNERSHIP I,
and RONALD J. GOLDSCHMIDT, Defendants-Appellants,
and RSJJ INVESTMENTS LIMITED,

CBD INVESTMENTS, INC.,

CITY OF CINCINNATI,
and

ROBERT A. GOERING
Defendants. :

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: APPEAL NO. C-190133 TRIAL NO. A-1603148

O P I N I O N.OHIO FIRST DISTRICT COURT OF APPEALS

2 Civil Appeal From: Hamilton County Court of Common Pleas Judgment Appealed From Is: Reversed and Cause Remanded Date of Judgment Entry on Appeal: March 13, 2020

Frost Brown Todd LLC, Ryan Goellner and Vincent E. Mauer , for Plaintiff-Appellee, Statman Harris & Eyrich LLC and William B. Fecher , for Defendants-Appellants.OHIO FIRST DISTRICT COURT OF APPEALS

3 B ERGERON , Judge. 

### {¶1} In this latest chapter of a meandering quest to execute on a judgment, the plaintiff here zeroed in on various entities allegedly owned by the judgment debtors. One potential weapon in a creditor’s arsenal in such situations is a “charging order” under R.C. 1705.19(A), which enables creditors of a member of a limited liability company (“LLC”) to obtain a judicial order charging the membership interest of the member with payment of the unsatisfied amount of the judgment. The plaintiff here sought, and secured, such an order, but there were two proble ms. First, several of the en tities were not LLCs at all, placing them beyond the purview of the statute at hand. And second, for the actual LLCs involved, the plaintiff failed to tender requisite evidence that our precedent requires to substantiate the judgment debtors’ membership interests in the LLCs. For these reasons, we must reverse the judgment below.

I. 

### {¶2} We start with the Cliff Notes version of the facts of this sprawling real estate dispute, highlighting only the matters germane to this appeal. Defe ndant-appellant Ronald Goldschmidt and an accompanying chorus of enti ties intertwined with him sit at the center of this appeal. More than two decades ago, the city of Cincinnati leased both CBD Investments Limited Partnership I (“CBD LP”) and RSJJ Investments Limited (“RSJJ”) portions of its real property, referred to as the “Convention Place Mall,” located in downtown Cincinnati, for development purpos es. In turn, CBD LP granted U.S. Bank National Association (“U.S. Bank”) certain righ ts arising from its lease with the city in exchange for a mortgage loan. Subsequently, further securing the loan, CBD Investments, Inc., (“CBD Investments”) as the general partner of CBD LP, and Mr. Goldschmidt, as theOHIO FIRST DISTRICT COURT OF APPEALS

4 president of CBD Investments, executed and signed guaranties with U.S. Bank, placing
them on the hook as well. 

### {¶3} Years later, in 2016, U.S. Bank init iated suit against Mr. Goldschmidt and
various entities involved with him, seeking a money judgment against him and CBD LP, as well as a foreclosure of its leasehold mortgage and security interest granted by CBD LP. Because the suit implicated the city’s leas e with CBD LP, the city eventually sought
termination of the leases betw een RSJJ and CBD LP, thus joinin g the litigation. To make a long, procedurally-convoluted story short, even tually, in September 2017, the city obtained a declaratory judgment (in hand with a writ of forcible entry and de tainer) terminating CBD LP’s and RSJJ’s leaseholder interests in the pr operty, and therefore subjecting CBD LP to certain rights held by U.S. Bank. CBD LP and RSJJ appealed, among other things, the court’s grant of partial summary judgment and a writ of forcible entry and detainer, but we
affirmed. See U.S. Bank Natl. Assn. v. City of Cincinnati , 2019-Ohio-1866, 136 N.E.3d 794 (1st Dist.). 

### {¶4} As the litigation meandered along, in Ju ly 2017, U.S. Bank transferred all of its rights and interests to plaintiff-appellee 435 Elm Investment, LLC, (“Elm Investment”). Roughly contemporaneously with the time that RSJJ and CBD LP filed their appeal against the city, Elm Investment substituted in for U. S. Bank as the party plaintiff. And in September 2018, while awaiting this court’ s decision regarding CBD LP’s appeal, Elm Investment filed its own motion for partial summary judgment, seeking a monetary judgment against Mr. Goldschmidt and CBD Investments in the amount of their unpaid debt. Based upon the loan guaranty contracts Mr. Goldschmidt and CBD Investments executed back in 1999 and the evidence tendered by Elm Investment, the trial court grantedOHIO FIRST DISTRICT COURT OF APPEALS

5 the motion and entered judgment against the de fendants in the amount of $1,553,253.26, plus interest. 

### {¶5} Eager to recover the unpaid judgment, Elm Investment moved for a charging order pursuant to R.C. 1705.19 in an e ffort to prevent Mr. Goldschmidt and CBD Investments from evading execution. The two-page motion requested that the court order (1) CBD Investments, (2) RSJJ, (3) Tri Star Commercial Group, Inc., (“Tri Star”), (4) CBD LP, (5) Elm Street Deli (“Elm Street”), and (6) Bauer Farm Kitchen (“Bauer Farm”) to directly pay any obligation owed to Mr. Goldschmidt or CBD Investments to Elm Investment. Notably, Elm Investment never attached any supporting evidence to its motion. In response, CBD Investments and Mr. Goldschmidt maintained that the court could not charge these six entities pursuant to R.C. 1705.19 because Elm Investment offered no evidence that any of the entities were LLCs, as required by the statute, nor did it comply with other aspects of the statute (such as requ iring payments to be limited to membership interests). 

### {¶6} Upon considering the competing argument s, the trial court, without holding a hearing, sided with Elm Investment and granted the motion for a charging order, anchoring its order to what Elm requested in the motion (i .e., relief based on R.C. 1705.19). The court accordingly ordered that the six entities identi fied above “shall not transfer any cash or other item of value to either Mr. Ronald J. Goldschmidt or CBD Investments, Inc.” and that they must cough up “any cash or other assets that would otherwise be transferred to a Judgment Debtor or for the bene fit of a Judgment Debtor.” 

### {¶7} CBD LP and Mr. Goldschmidt now appeal the trial court’s judgment, raising three assignments of error. In their first two assignments of error, CBD LP and Mr. Goldschmidt challenge different aspects of the court’s decision to grant Elm Investment’sOHIO FIRST DISTRICT COURT OF APPEALS

6 motion for a charging order—both the order’s sweeping in non-LLCs as violative of the statute (first assignment) and the fact that the order went beyond the acceptable bounds of a charging order (second). In their third assignme nt of error, they assert that the court erred when it failed to convene a hearing prior to gran ting the motion. We ultimately find the first assignment dispositive and accordin gly turn our attention there.

II. 

### {¶8} In the first assignment of error, the appellants challenge the trial court’s issuance of a charging order pursuant to R.C. 1705.19, asserting that because this statute only applies to LLCs, the order oversteps its bounds by encompassing non-LLCs. We review questions of statutory interpre tation like this de novo. See Vontz v. Miller , 2016-Ohio-8477, 111 N.E.3d 452, ¶ 26 (1st Dist.) (“[W]e review de novo issues of law upon which the trial court based its decision, such as the sufficiency of the evidence to support a judgment and the interpretation of * * * statutory provisions.”). 

### {¶9} R.C. 1705.19 is nestled in to R.C. Chapter 1705, enti tled “Limited Liability Companies.” Pursuant to R.C. 1705.19(A), “any judgment creditor of a member of a limited liability company [may apply] to a court of common pleas to charge the membership
interest of the member with payment of the unsatisfied amount of the judgment with interest[.]” (Emphasis added.) Based on this lang uage, an order pursuant to this statute not only requires that the entity involved be an LLC, but also necessitates that the debtor be
a member of that LLC. See Stanfield v. On Target Consulting, LLC , 2017-Ohio-8830, 90 N.E.3d 962, ¶ 12 (1st Dist.) (reversing court’s order granting appellees’ motion for a charging order because the appellees failed to prove appellant was a member of the relevant LLCs); FirstMerit Bank, N.A. v. Xyran Ltd. , 8th Dist. Cuyahoga No. 102905, 2016-Ohio699, ¶ 25 (“R.C. 1705.19 governs charging orders against members of limited liabilityOHIO FIRST DISTRICT COURT OF APPEALS

7 companies.”). For purposes of R.C. 1705.19(A), a “member” is “a person whose name appears on the records of the limited liability company as the owner of a membership interest in that company.” R.C. 1705.01(G). In turn, R.C. 1705.01(H) defines “membership interest” as “a member’s share of the profits or losses of a limited liability company and the right to receive distributio ns from that company.” 

### {¶10} As noted above, the charging order here encompassed “(1) CBD Investments, Inc., (2) RSJJ Investments Limited, (3) Tri Star Commercial Group, Inc., (4) CBD Investments Limited Partnership I, (5) Elm St reet Deli, and (6) Bauer Farm Kitchen[.]” Based on the names alone, at least three of the entities are not LLCs—two categorized as corporations and one as a limited partnership (points Elm Investment does not quibble with now). As to the other three entities, Elm In vestment never establis hed in its two-page motion that RSJJ, Elm Street, or Bauer Farm hold LLC status. Nor does it include or attach evidence that either Mr. Goldschmidt or CBD Investments is a member of any of these entities. In its motion before the trial court, Elm Investment merely offers vague assurances of these points, barren of any record citati on: “[p]leading and test imony in this case demonstrate that Goldschmidt owns all or part of [the six entities].” On appeal, Elm
Investment likewise fails to substantiate thes e contentions with any record citations. 

### {¶11} Belatedly appreciating the statutory limi ts on a court’s au thority under R.C. 1705.19, Elm Investment insists that the tr ial court’s order did not actually charge membership interests in the six entities pursuant to the statute, but instead accomplished the same result via its inherent equitable powers. Elm Investment provides scant support for some free-wheeling equitable authority to issue charging orders over non-LLCs, but we
need not decide that matter toda y. Instead, we find its argument unpersuasive because it defies what occurred in the record. Elm Investment’s motion requested relief only inOHIO FIRST DISTRICT COURT OF APPEALS

8 accordance with R.C. 1705.19: “Plaintiff is entitled to an order under Ohio Revised Code Section 1705.19 providing that any of the above-listed entities should not transfer any cash to any Judgment Debtor[.]” We see no inkling of an equity argument in its motion, and certainly no citations to equitabl e principles or cases. Nor does the trial court invoke equity in its order granting relief. Against that ba ckdrop, we are unwilling to speculate that the trial court sub silentio exercised equitable powe rs that no party requested it to summon, and it certainly possessed no statutory authority un der R.C. 1705.19 to issue a charging order to

non-LLC entities. 

### {¶12} During oral arguments, Elm Investment adjusted its argument, maintaining that the court relied upon R. C. 1705.19 to charge membersh ip interests in three of the entities (that it contends actually were LLCs), and only utilized its inherent equitable powers with respect to the rema ining three. That again demands a gloss on the trial court’s order that finds no support in its plain language. Nevertheless, we did consider Elm Investment’s argument that the order, if de fective for the non-LLCs, could be salvaged in part based on
the existence of three actual LLCs. 2 

### {¶13} In response to our queries at oral arguments, Elm Investment properly directed us towards portions of the record where, indeed, the defendants admitted below that RSJJ, Elm Street, and Bauer Farm are all LLCs. We will accept an admission by an adverse party as dispensing with the n eed to offer proof on this point. See Uebel v. Edgewood City School Dist. Bd. of Edn ., 12th Dist. Butler No. CA2003-10-257, 2004-Ohio2487, ¶ 13 (resolving that appellant need not prove the fact that she was older because “the [defendant-appellee], in its answer to appellant’s second amended complaint, admitted that ‘the [defendant] has hired a male treasurer who is younger than [appellant].’ ”). But even

2 A legitimate question arises as to whether Elm Investment waived its equitable argument by not presenting it below or waived this modified version of it, but we need not tackle that matter today in light of our disposition of the merits.OHIO FIRST DISTRICT COURT OF APPEALS

9 so, this only gets Elm Investment halfway across the goal line, as it fails to draw our
attention to evidence within the record that establishes Mr. Goldschmidt and CBD Investments are actually members of any of these three LLCs. 

### {¶14} Although R.C. 1705.01(G) sheds little ligh t on what “the records of the limited liability company” means, we disc ussed this point at length in Stanfield , 2017-Ohio-8830, 90 N.E.3d 962, detailing the necessary proof that a party must offer to prove membership interest in a LLC for purposes of securing a charging order. In Stanfield , this court considered which documents a party could mars hal to establish membership, turning to other statutory provisions governing LLCs, including R.C. 1705.28(A), for guidance. Id . at ¶ 9. R.C. 1705.28(A) requires that an LLC retain certain records in its principal office, including copies of the articles of organiza tion, the operating agr eement, tax returns, financial statements, and a current list of the members. As we explained, these documents provide reliable information about an LLC’s “corporate governance” that assist in answering questions of membership. Id. at ¶ 10. Accordingly, this co urt held that “when determining
if an individual is a member of a limited-liability company for the purpose of R.C. 1705.19,
the trial court must consider records mainta ined by the company for the purpose of its corporate governance that name those owners entitled to receive distributions and share in the profits and losses of the company.” Id

. 

### {¶15} Appellants challenged issues regarding any “membership interest” by CBD Investments or Mr. Goldschmidt both below and on appeal—yet Elm Investment never responded with any documents (i.e., articles, operating agreements, lists of the members) maintained by any three of the LLCs for “purpose of its corporate governance” that confirm membership status of the judgment debtors. Elm Investment had adequate opportunity to steer us in the right direction by providing appropriate citations on this point in its brief ifOHIO FIRST DISTRICT COURT OF APPEALS

10 they existed but failed to do so. 3 See Barnett v. Combs , 2d Dist. Montgomery No. 24134, 2011-Ohio-5947, ¶ 29 (holding that because the appellate court did not have transcripts, the court could not “speculate what the testimony was at trial,” but “only review the exhibits presented by the parties during the bench trial”). And, based on our review, nowhere in the pleadings or charging order motion did we ob serve any documents of the caliber described

in Stanfield that would validate Mr. Goldschmidt’s or CBD Investments’s membership interests. Therefore, because Elm Investment never confirmed via proof or admission that Mr. Goldschmidt and/or CBD Investments are members who “share in the profits and losses” of, and “receive distributions” from, RSJJ, Bauer Farm, or Elm Street, the court erred in granting the charging order pursuant to R.C. 1705.19 with respec t to those entities.

III. 

### {¶16} For all of the foregoing reasons, we sustain Mr. Goldschmidt and CBD LP’s first assignment of error, reverse the court’s order granting Elm Investment’s motion for a charging order, and remand th e cause to the trial court for further proceedings consistent with this opinion. Based on our disposition that the court sh ould have denied the motion, we find that the remaining two assignments of error are moot. See App.R. 12(A)(1)(c). Judgment reversed and cause remanded.

C ROUSE , J., concurs

. Z AYAS , P. J., concurs in part and dissents in part.

Z AYAS , P. J., concurring in part and dissenting in part.

3 Contrary to the dissent’s argument, it is incumbent upon the proponent of the motion (here Elm Investment) to establish entitlement to relief. Given that we recently clarified the types of evidence required, Elm Investment should have known what it n eeded to substantiate its claim for relief. We see no need to engage in speculation about what certai n transcripts might or might not show, given that Elm Investment has never specifically argued that requisite proof of membership interests was adduced at any hearing. The dissent also contends that we are su a sponte granting Mr. Goldschmidt relief, but he opposed the motion, filed a notice of appeal, and briefed the matter.OHIO FIRST DISTRICT COURT OF APPEALS

11 

### {¶17} I concur with the majority that the tr ial court erred in granting a charging order pursuant to R.C. 1705.19 for entities that were not limited liability companies— namely, CBD Investments (a corporation), Tri Star Commercial Group (a corporation), and CBD LP (a limited partnership). R.C. 1705.19 clearly only provides judgment creditors with the ability to reco up debt through a limited liability company —via the membership interest of a member of the limited liability company. However, I must respectfully dissent from the majority’s conclusion for the remaining entities that were limited liability companies—RSJJ Investments Limited, Elm Street Deli, and Bauer Farm Kitchen. 

### {¶18} It was not the appellees’ responsibility to demons trate the error of which appellants complain. See Farmers Prod. Credit Assn. of Ashland v. Stoll , 37 Ohio App.3d 76, 523 N.E.2d 899 (9th Dist.1987) (the appellant must demonstrate the error of which he complains); App.R. 9(B). By requiring a show of proof of membership interest from the appellees —something that was allegedly admitted by the appellants in the proceedings below—the majority upends the presumption of regularity, rewards the appellants for their self-serving omission of the transcripts of the proceedings, and permits noncompliance with the appellate rules regarding notice of transmission of the record. 

### {¶19} In this case, the trial court determined that granting appellees’ charging order was “[b]ased on the evidence and testimony in this matter.” The appellants contend, in part, that the trial court’s reliance on the evidence and testimony was erroneous. Ordinarily, appellate review of errors concerni ng facts, testimony, and evidentiary matters
must be demonstrated from a record that is tran smitted to this court. That was not done in this case. The appellants never transmitted an y transcripts, including those containing the testimony on which the trial court apparently re lied. Thus, we must presume regularity and the validity of the trial court’s judgment for th e assignments of error relating to evidentiaryOHIO FIRST DISTRICT COURT OF APPEALS

12 matters. For the remaining assignments of error, our review is limited to errors of law or
other defects on the face of the trial court’s decision. 

### {¶20} Under this limited standard of review, I would reverse and remand this cause by sustaining the appellants’ first assignment of error, in part, as explained above, and by sustaining the second assignment of error, holding that the trial court exceeded its authority in ordering pursuant to R.C. 1705.19 that “any cash or other assets that would otherwise be transferred” to the judgment debtor should instea d be paid to judgment creditor. This is an
error on the face of the decision. R.C. 1705.19 limits judgment creditors to the rights of an assignee of the membership interest —it does not permit a broad charging order encompassing “any cash or other assets” that are not tied to a member’s membership

interest. No Transcripts Limits Appellate Review 

### {¶21} “It is well-established that the duty to provide a transcript for appellate review falls upon the appellant.” Knapp v. Edwards Laboratories , 61 Ohio St.2d 197, 400 N.E.2d 384 (1980); see App.R. 9. Without a transcript of th e proceedings or its alternatives, we must “presume regularity and the validity of judg ment of the trial court.” (Internal citation omitted.) Ostrander v. Parker-Fallis Insulation , 29 Ohio St.2d 72, 74, 278 N.E.2d 363 (1972); see In re I.W., 1st Dist. Hamilton No. C-180095, 2019-Ohio-1515. Allegations raised in an appellate brief are not sufficient to over come the presumption of regularity in a trial court’s proceedings and the judg ment entered by the court. Zashin, Rich, Sutula & Monastra Co., L.P.A. v. Offenburg , 90 Ohio App.3d 436, 629 N.E.2d 1057 (8th Dist.1993). 

### {¶22} Here, the record certified to this court contains the original papers and copies of the journal entries. But, missing from the record are transcripts of the proceedings below. The appellants indicated on the docket statement filed with the clerk that partial transcripts would be provided—by checking the box that says “There will be a partialOHIO FIRST DISTRICT COURT OF APPEALS

13 transcript of proceedings filed”—but ultimately never indicated which pa rts were going to be transcribed, did not provide notice of whic h parts to appellees, and never provided transcripts at all. Under the appellate rules, if the appellants had provided partial transcripts, then the bu rden to provide any other part of the transcripts would have shifted to the appellees. However, beca use the appellants did not provide any transcripts, the duty to provide even partial transcripts never shifted to the appellees—it remained the appellants’ responsibility. See App.R. 9(B). Appellants also never filed an App.R. 9(B)
statement to indicate that a tran script is not needed in order to consider this appeal. Thus, in the absence of an adequate record, our standard of review is limited to errors of law or
other facial defects in the decision of the trial court.
First Assignment of Error



### {¶23} Appellants’ first assignment of error alleges that “the trial court erred in issuing a charging order which encompassed non- limited liability compan ies.” Within this assignment is the argument that “no evidence was presented that CBD Investments was a member of any of the named entities,” and thus the trial court erred in precluding transfers

to CBD Investments. 

### {¶24} I agree with the majority that R.C. 1705 .19(A) is specific to limited liability companies and requires that a debtor be a member of a limited liability company. I also agree with the majority that the charging order listed entities that were not limited liability companies. It is readily ascertainable from the pleadings that CBD Investments, Tri StarOHIO FIRST DISTRICT COURT OF APPEALS

14 Commercial Group, and CBD LP were not limited liability companies. 4 That part of the charging order should indeed be reversed. 

### {¶25} I disagree with the majority for the rema ining entities that were admitted to be limited liability companies in the pleadings and response motions filed by the appellants. As explained by the majority, an admission needs no proof. The majority begrudgingly accepts that the admissions suffice to demonstr ate that the entities were limited liability companies, but strangely refuses to apply the same reasoning to the appellants’ secondary argument regarding the membership interests in the limited liabilit y companies. This inconsistency is the basis of my disagreement. 

### {¶26} The record of this case for appellate review is only made up of the journal entries filed below—again, there are no transcripts. In those entries, appellees and the city of Cincinnati alleged in motions and pleadi ngs that Goldschmidt admitted in a September 19, 2018 contempt hearing to an ownership interest in at least Elm Street Deli and Bauer Farm Kitchen, which were tenants of the disputed real estate. And, regarding RSJJ Investments Limited, Goldschmidt admitted to having a membership interest in the company in two sepa rate sworn entries. 5 The admissions regarding Elm Street Deli and

4 Elm Investment filed their initial complaint on May 31, 2016, alleging in paragraph 2 that “CBD Investments Limited Partnership I (“CBD LP”) is an Ohio limited partnership,” and in paragraph 3 that “CBD Investments, Inc. (“CBD Inc.”) is an Ohio corporation.” Ronald Goldschmidt and CBD Investments filed an answer to this complaint on July 29, 2016, admitting to the allegations. Cincinnati filed an amended complaint on December 29, 2017, alleging in paragraph 3 that Tri Star Commercial Group, Inc., is a limited liability company. Tri Star, along with Goldschmidt and CBD Investments, answered the complaint on February 8, 2018 , correcting Tri Star’s status to “a corporation.”

5 Cincinnati filed a cross-claim against CBD Investments Limited Partnership I and a third-party complaint against RSJJ Investments Limited and Joseph Reis on August 31, 2016, alleging in paragraph 6 that “RSJJ is either directly or directly (sic) owned and controlled by Goldschmidt.” Ronald Goldschmidt and CBD Investments filed an answer to this cro ss-claim/third-party complaint on October 4, 2016, admitting to the allegation. Cincinnati moved for partial summary judgment against CBD Investments and RSJJ Investments on November 8, 2016. CBD Investments and RSJJ Invest ments responded in opposition on November 21, 2016, including an affidavit of Ronald Goldschmidt. Paragraph 1 of this affidavit of Goldschmidt states: “I am the principal of both CBD Investments Limited Partnership I (“CBD”) and RSJJ Investments Limited (“RSJJ”).”OHIO FIRST DISTRICT COURT OF APPEALS

15 Bauer Farm Kitchen formed the basis of the city ’s motion to amend it s complaint to include the entities, which was granted. The admissions regarding RSJJ Investments Limited, Elm Street Deli and Bauer Farm Kitchen formed the basis of the appellees’ motion for the charging order now before us. As stated above, the trial court based its charging order “on the evidence and testimony in th is matter.” A trial court can take judicial notice of the
record before it. See Evid.R. 201; Helfrich v. Madison , 5th Dist. Licking No. 11 CA 26, 2012-
Ohio-551. The trial court did not need to cite specific parts of the record to support its own charging order. 

### {¶27} While the majority contends that presum ing the trial court heard what it said it heard amounts to speculating on the testimony below, I submit that it does not. On the contrary, the majority’s assertion—that the tria l court erred in basing its charging order on the testimony presented—does amount to speculating on the testimony below, as it relies on an assumption that the trial court did not hear what it said it heard. For support, the majority cites Barnett v. Combs , 2nd Dist. Montgomery No. 24134, 2011-Ohio-5947, ¶ 29— for the proposition that we should not spec ulate what the testimony was at trial—but neglects the remainder of the paragraph which states that th e duty to provide transcripts rests with the appellant and that without transcripts, the appella te court is “constrained to presume the regularity of the proceedings below unless the limited record for our review affirmatively demonstrates error.” 

### {¶28} With an admission, there was no need for Elm Investments to submit proof of the membership interests in the manner described in Stanfield v. On Target Consulting,

LLC , 2017-Ohio-8830, 90 N.E.3d 962 (1st Dist.). In Stanfield , documents in the record,
which was transmitted to the appellate court fo r review, plainly established that the judgment debtor did not have a membership in terest in the LLCs subj ect to the charging
order. See ¶ 12. Conversely, this court did not receiv e a complete record to review. WithoutOHIO FIRST DISTRICT COURT OF APPEALS

16 a complete record—i.e., one with transcripts, in this case—to definitively confirm or reject the allegation that membership interests were admitted, we mu st presume regularity in the trial court and the validity of the trial court’s judgment. See In re I.W. , 1st Dist. Hamilton No. C-180095, 2019-Ohio-1515, ¶ 8. We cannot say, as the majority does, that the trial court erroneously relied on an admission as the basis for its charging order when we cannot
review the record. 

### {¶29} Finally, the appellants did not appeal the charging order with respect to Goldschmidt. On appeal, they only alleged th at the charging order was improper as to CBD Investments: “no evidence was presented that CBD Investments was a member of any of the named entities.” (Emphasis added.) Therefore, the majority’s sua sponte reversal of the charging order with respect to Goldschmidt is improper. See McMaster v. Akron Health Dept., Hous. Div. , 189 Ohio App.3d 222, 2010-Ohio-3851 , 937 N.E.2d 1094 (9th Dist.) (an appellate court will not sua sponte undertake a plain-error analysis if a defendant fails to do so). 

### {¶30} Therefore, I would overrule the appellants’ first assignment of error with respect to the three limi ted liability companies. Second Assignment of Error 

### {¶31} Appellants’ second assignment of error alleges that the trial court erred in issuing a charging order that directed all cash payable to a judgment debtor should instead be paid to the judgment creditor. The appellants claim that the trial court exceeded the remedy available to a judgment creditor as set forth in the statute. I would agree. 

### {¶32} Under R.C. 1705.19(B), “[a]n order charging the membership interest of a member of a limited liability company is the sole and exclusive remedy that a judgment creditor may seek to satisfy a judgment against the membership interest of a member or a member’s assignee.” The statute makes clear that a judgment creditor is entitled toOHIO FIRST DISTRICT COURT OF APPEALS

17 “distributions of cash and other property and the allocations of profits, losses, income, gains, deductions, credits, or similar items” pertaining to a member’s financial interest. R.C. 1705.18(A); FirstMerit Bank, N.A. v. Xyran, Ltd ., 8th Dist. Cuyahoga No. 98740, 2013- Ohio-1039, ¶ 5, 9. The scope of a charging order may not exceed the statutory boundaries. Knollman-Wade Holdings , LLC v. Platinum Ridge Properties, LLC , 10th Dist. Franklin No. 14AP-595, 2015-Ohio-1619, ¶ 16. 

### {¶33} The charging order in th is case provides that: The Charged Parties shall transfer to Plaintiff’s counsel for credit against Plaintiff’s judgment in this matter an y cash or other assets that would otherwise be transferred to a Judgme nt Debtor or for the benefit of a Judgment Debtor. Nothing within the order limits the scope to the membership interests of Goldschmidt or CBD Investments. Accordingly, the char ging order is impermissibly broad. 

### {¶34} Therefore, I would sustain the appellants’ second assignment of error, and
reverse and remand this cause with instructio ns for the trial court to charge only the membership interest of the appellants for payment of the unsatisfied judgment.

Please note: The court has recorded its own entry this date.