[Until this opinion appears in the Ohio Official Reports advance sheets, it may be cited as Ohio 

State Bar Assn. v. Pro-Net Fin., Inc., Slip Opinion No. 2022-Ohio-726.]

NOTICE

This slip opinion is subject to formal revision before it is published in an 

advance sheet of the Ohio Official Reports. Readers are requested to 

promptly notify the Reporter of Decisions, Supreme Court of Ohio, 65 

South Front Street, Columbus, Ohio 43215, of any typographical or other 

formal errors in the opinion, in order that corrections may be made before 

the opinion is published.

SLIP OPINION NO. 2022-OHIO-726

OHIO STATE BAR ASSOCIATION v. PRO-NET FINANCIAL, INC., ET AL.

[Until this opinion appears in the Ohio Official Reports advance sheets, it 

may be cited as Ohio State Bar Assn. v. Pro-Net Fin., Inc., Slip Opinion No. 

2022-Ohio-726.]

Unauthorized practice of law—The general provision of Civ.R. 8(B) that averments 

in a pleading are admitted when not denied in a responsive pleading has no 

application in default proceedings involving the unauthorized practice of 

law—The record does not contain sufficient evidence to support a finding

that respondents engaged in the unauthorized practice of law—Charges of 

unauthorized practice of law dismissed.

(No. 2016-1913—Submitted November 10, 2021—Decided March 15, 2022.)

ON FINAL REPORT by the Board on the Unauthorized Practice of Law of the 

Supreme Court, No. UPL 2012-05.

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Per Curiam.

{¶ 1} In a six-count amended complaint filed with the Board on the 

Unauthorized Practice of Law on November 14, 2013, relator, Ohio State Bar 

Association, alleged that respondents, Nationwide Support Services, Inc. 

(“Nationwide”), Pro-Net Financial, Inc., and Pro-Net’s president, Andrew J. Bloom 

(the “Pro-Net respondents”), had engaged in the unauthorized practice of law in 

Ohio by counseling Ohio debtors and negotiating debt settlements on behalf of six 

Ohio debtors.

1

{¶ 2} In an August 26, 2021 revised report, the board found that Nationwide 

and the Pro-Net respondents had engaged in the unauthorized practice of law by 

providing advice and counsel to six Ohio customers regarding their debts and 

negotiating, drafting, and reviewing settlement agreements on behalf of those 

customers. For the reasons that follow, we find that there is insufficient evidence

in the record to support the board’s findings that Nationwide and the Pro-Net 

respondents engaged in the unauthorized practice of law in Ohio. Accordingly, we 

dismiss this case.

Procedural History

{¶ 3} After relator filed its amended complaint, the Pro-Net respondents

entered into stipulations of fact and agreed that they had engaged in the 

unauthorized practice of law in Ohio.

{¶ 4} Although the amended complaint was served on Nationwide by 

certified mail, Nationwide did not answer it or otherwise participate in the 

proceedings before the board. Consequently, relator filed a motion for default 

against Nationwide.

{¶ 5} Relying primarily upon the stipulations of the Pro-Net respondents 

and Civ.R. 8(D), which provides that “[a]verments in a pleading to which a 

1. Although the amended complaint also charged Marissa Bloom with engaging in the unauthorized 

practice of law, relator voluntarily dismissed the charges against her.
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3

responsive pleading is required * * * are admitted when not denied in the responsive 

pleading,” a panel of the board found that the Pro-Net respondents and Nationwide 

had engaged in the unauthorized practice of law. The panel recommended that the

respondents be enjoined from performing legal services in Ohio and that we assess 

civil penalties of $60,000 against Nationwide and $12,000 jointly and severally 

against the Pro-Net respondents. The board adopted that report and 

recommendation.

{¶ 6} In December 2017, we remanded the matter to the board “for 

supplementation of the record in accordance with the evidentiary standard set forth 

in former Gov.Bar R. VII(7)(B)(2) (now Gov.Bar R. VII(12)(B)(2)), which requires 

motions for default in unauthorized-practice-of-law proceedings to be supported by 

sworn or certified documentary prima facie evidence in support of the allegations 

of the complaint. 151 Ohio St.3d 1478, 2017-Ohio-9185, 87 N.E.3d 1274.

{¶ 7} In July 2019, relator and counsel for the Pro-Net respondents 

resubmitted their agreed stipulations to the board, along with ten exhibits identified 

therein—including some of the documents that had previously been submitted in 

support of relator’s motion for default against Nationwide. Relator and the Pro-Net 

respondents also submitted affidavits from their counsel detailing how those 

exhibits had been authenticated and averring that relator and the Pro-Net 

respondents agreed that all the exhibits submitted with the stipulations “are 

admissible for purposes of any and all matters regarding this case.”

{¶ 8} A panel of the board found that those exhibits had been properly 

authenticated and admitted into evidence, and it affirmed the report that was 

originally filed with this court on December 30, 2016.2 On August 26, 2021, the 

2. For purposes of this opinion, we assume—without deciding—that these documents have been 

properly authenticated, and we decide this case on the merits. See State ex rel. Montgomery v. R & 

D Chem. Co., 72 Ohio St.3d 202, 204, 648 N.E.2d 821 (1995), quoting DeHart v. Aetna Life Ins. 

Co., 69 Ohio St.2d 189, 193, 431 N.E.2d 644 (1982) (“ ‘Fairness and justice are best served when a 

court disposes of a case on the merits’ ”).
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board submitted its revised final report to this court, once again finding that 

Nationwide and the Pro-Net respondents had engaged in the unauthorized practice 

of law by counseling, advising, and negotiating debts on behalf of the six identified 

Ohio customers.

The Board’s Findings of the Unauthorized Practice of Law

{¶ 9} The board found that Pro-Net had been a closely held corporation that 

had been formed under the laws of California and that had done business in Ohio. 

Bloom, a California resident, was the sole shareholder and president of Pro-Net 

until the company ceased operation in August 2010. Pro-Net provided debtnegotiation services for customers in various states through its business relationship 

with Nationwide, which is also a California corporation. None of the respondents 

is an attorney licensed to practice law in the state of Ohio.

{¶ 10} In 2007, the Pro-Net respondents, without the benefit of legal 

counsel, entered into a contract with Nationwide. As Bloom understood the 

relationship, Pro-Net agreed to serve as a marketing entity, screening and enrolling 

customers in Nationwide’s debt-negotiation program. Nationwide provided the 

enrollment materials that Pro-Net sent to prospective customers and managed the 

database in which it required Pro-Net to enter basic customer information. Once 

Pro-Net completed the data entry, Nationwide took over the customer’s account 

and maintained complete control over the services that it provided. As Bloom 

explained it, Pro-Net’s function was “to enroll customers and provide those 

enrollments to Nationwide for them to do everything else.”

{¶ 11} Bloom stated that to effectuate this business relationship, 

Nationwide drafted a complex series of agreements through which customers 

provided a limited power of attorney to Pro-Net and Pro-Net provided a limited 

power of attorney to Nationwide. Under Nationwide’s agreement with Pro-Net, 

Nationwide agreed to engage in debt-negotiation services as Pro-Net’s agent. Thus, 

it appeared to customers and creditors that Pro-Net was providing the debt-
January Term, 2022

5

negotiation services when, according to Bloom, Nationwide was actually the 

exclusive provider of those services.

{¶ 12} Pro-Net acknowledged that it had had approximately 90 Ohio 

customers, including the six identified in relator’s amended complaint. In addition, 

the Pro-Net respondents stipulated that from 2008 through 2010 they had rendered 

legal services to the six identified Ohio customers through Pro-Net’s agent, 

Nationwide. Specifically, they stipulated that through the actions of Nationwide, 

they had counseled those customers and negotiated the resolution of the customers’ 

debts with their creditors or counsel for their creditors. They also stipulated that 

they had rendered legal services through their agreement with Nationwide, because 

Nationwide had contacted counsel for one customer’s creditors and represented that 

it was the customer’s “attorney in fact” with the authority to represent him and 

negotiate on his behalf with regard to a disputed debt. In addition, the Pro-Net 

respondents stipulated that Nationwide charged another customer a $300 fee for, in 

part, referring him to an attorney. They further acknowledged that while acting on 

Pro-Net’s behalf, Nationwide caused substantial harm to another customer by 

retaining funds that Nationwide had represented would be paid to her creditors.

{¶ 13} The board concluded that Pro-Net, Bloom, and Nationwide had 

engaged in the unauthorized practice of law by counseling, advising, and 

negotiating debts on behalf of the six identified Ohio customers.

The Unauthorized Practice of Law

{¶ 14} The unauthorized practice of law is the rendering of legal services 

for another by any person not admitted or otherwise certified to practice law in 

Ohio. Gov.Bar R. VII(31)(J). This includes the “ ‘preparation of pleadings and 

other papers incident to actions and special proceedings and the management of 

such actions and proceedings on behalf of clients before judges and courts.’ ” Land 

Title Abstract & Trust Co. v. Dworken, 129 Ohio St. 23, 28, 193 N.E. 650 (1934), 

quoting People v. Alfani, 227 N.Y. 334, 337-338, 125 N.E. 671 (1919). In Ohio 
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State Bar Assn. v. Kolodner, 103 Ohio St.3d 504, 2004-Ohio-5581, 817 N.E.2d 25, 

¶ 15, we stated that the unauthorized practice of law also “includes representation 

by a nonattorney who * * * negotiates on behalf of an individual or business in the 

attempt to resolve a collection claim between debtors and creditors.”

{¶ 15} But in Ohio State Bar Assn. v. Watkins Global Network, L.L.C., 159 

Ohio St.3d 241, 2020-Ohio-169, 150 N.E.3d 68, ¶ 10, we clarified that Kolodner

did not enunciate a rule under which any person who negotiates a debt settlement 

on behalf of another without being licensed to practice law in the state of Ohio 

engages in the unauthorized practice of law. We found that such a per se rule would 

be incorrect and inconsistent with our later pronouncement in Cleveland Bar Assn. 

v. CompManagement, Inc., 111 Ohio St.3d 444, 2006-Ohio-6108, 857 N.E.2d 95, 

which established that (1) a person may negotiate a debt on behalf of another 

without practicing law and (2) whether a person engages in the practice of law while 

negotiating a debt depends on whether that person’s actions include the rendering 

of legal services (e.g., giving legal advice, drafting legal documents, raising legal 

defenses). Watkins Global at ¶ 12. Ultimately, “ ‘an allegation that an individual 

or entity has engaged in the unauthorized practice of law must be supported by 

either an admission or by other evidence of the specific act or acts upon which the 

allegation is based.’ ” Id. at ¶ 20, quoting CompManagement at ¶ 26.

{¶ 16} Applying those precepts, we determined that two of the respondents 

in Watkins Global—a company and its sole owner—did not engage in the practice 

of law by presenting offers to their customers’ creditors, leaving it up to the 

creditors to accept the offer or make a counteroffer, and relaying any counteroffer 

to the customer. Id. at ¶ 14-15. In contrast, we found that the same Watkins Global 

respondents did engage in the unauthorized practice of law when they advised and 

counseled a customer to make a payment on a real-property loan, even though the 

customer was not the borrower, and made a legal recommendation to the creditor’s 
January Term, 2022

7

counsel that the matter needed to be resolved outside of the foreclosure 

proceedings. Id. at ¶ 18.

{¶ 17} Under Watkins Global, the determination whether Nationwide and 

the Pro-Net respondents engaged in the unauthorized practice of law depends on 

the evidence of the specific acts that they undertook on behalf of their customers.

Standard of Proof

{¶ 18} In most cases, Gov.Bar R. VII(12)(G) and (I) require proof by a

preponderance of the evidence that a respondent has engaged in the unauthorized

practice of law. Nationwide, however, is in default of answer and has not otherwise 

appeared in this proceeding. Although Civ.R. 8(D) generally provides that 

averments in a pleading are admitted when not denied in a responsive pleading, the 

Rules of Civil Procedure have limited application in proceedings regarding the 

unauthorized practice of law. Gov.Bar R. VII(12)(C) provides that in unauthorizedpractice-of-law proceedings, “[t]he hearing panel shall follow the Rules of Civil 

Procedure and Rules of Evidence wherever practicable, unless a provision of 

[Gov.Bar R. VII] or Board hearing procedures and guidelines provide otherwise.” 

(Emphasis added.) In addition, Gov.Bar R. VII(12)(B)(2) specifies that a motion 

for default shall contain “[s]worn or certified documentary prima facie evidence in 

support of the allegations of the complaint.” Because Gov.Bar R. VII(12)(B)(2) 

“provide[s] otherwise,” the general provision of Civ.R. 8(B) has no application in 

default proceedings involving the unauthorized practice of law. Therefore, 

Nationwide’s failure to answer relator’s complaint may not be deemed equivalent 

to an admission of the facts alleged in relator’s complaint. Furthermore, we note 

that Nationwide was not a party to the agreed stipulations in this case and may not 

be bound by the factual stipulations contained therein. See, e.g., Thomas v. Wright 

State Univ. School of Medicine, 2013-Ohio-3338, 3 N.E.3d 211, ¶ 17 (10th Dist.)

(“Factual stipulations are not binding on a non-party”).
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The Evidence in this Case Does Not Support the Board’s Conclusion that 

Nationwide and the Pro-Net Respondents Engaged in the Unauthorized 

Practice of Law

{¶ 19} Here, the board found that Nationwide and the Pro-Net respondents,

through the actions of Nationwide, (1) negotiated and settled debts on behalf of 

Ohio customers with their creditors and counsel for their creditors, (2) provided 

advice and counsel to Ohio customers about debt settlements, and (3) drafted, 

reviewed, and validated settlement agreements and term agreements.

{¶ 20} Yet relator has presented no direct evidence from any of 

Nationwide’s customers, their creditors, or their creditors’ counsel who participated 

in those alleged negotiations. Instead, relator has submitted the affidavit and 

deposition testimony of Bloom along with the stipulations of the Pro-Net 

respondents. None of that evidence provides sufficient detail for this court to 

independently determine whether Nationwide’s conduct crossed the line from 

permissible debt-settlement negotiations to the rendering of legal services that 

constitute the unauthorized practice of law under Watkins Global, 159 Ohio St.3d 

241, 2020-Ohio-169, 150 N.E.3d 68. On the contrary, the evidence offers little 

more than conclusory statements about the general nature of the actions that 

Nationwide took on behalf of its Ohio customers.

{¶ 21} For example, Bloom averred:

[Nationwide’s senior officer Joanne Garneau] represented to me that 

[Nationwide is] the back-end company. That [it] take[s] care of all 

customer service related issues. That once the enrollment process is 

completed by [Pro-Net] the customer is handed over to 

[Nationwide] and provided the customer was approved by 

[Nationwide, it] would then take care of everything else from soup 
January Term, 2022

9

to nuts there on out. All customer contact, all customer 

communication all debtor communication, all everything.

{¶ 22} Bloom further averred that Nationwide (1) “engaged in negotiations 

with third parties including legal counsel and creditors on behalf of a customer in 

an effort to negotiate and/or settle the customer[’]s debt,” (2) “advise[d] client[s]

with respect to good faith offers of settlement and * * * negotiated settlement 

agreements on behalf of Ohio clients,” and (3) indicated to Bloom that as part of its 

services to customers, it would “verify that settlement terms were properly 

documented” to ensure that creditors can never claim that the customers’ accounts 

had not been adequately resolved.

{¶ 23} In addition to Bloom’s affidavit and testimony being devoid of any 

detail regarding the specific content of the communications that Nationwide had 

with its customers, their creditors, or their creditor’s counsel, his affidavit 

demonstrates that he had no specific knowledge of what Nationwide did on behalf 

of its customers once Pro-Net enrolled them in the debt-resolution program. 

Indeed, Bloom averred that Pro-Net “had no actual knowledge and no way to obtain 

actual knowledge about [Nationwide’s] negotiations and/or settlement agreements 

and/or communications with creditors and/or communications with clients and/or 

communications with creditors’ counsel.” Consequently, many of Bloom’s 

averments are nothing more than inadmissible hearsay. As such, they do not 

constitute proper sworn or certified evidence and may not support a finding that 

Nationwide engaged in the unauthorized practice of law.

{¶ 24} Even though Bloom specifically disavowed any personal knowledge 

of Nationwide’s communications with or on behalf of its customers, he also averred 

that Nationwide, using the name Pro-Net, “would send settlement agreements to 

customers and would explain to the customers[:] * * * ‘[c]ompany will advise client 

of all good faith offers made by creditors and collectors and of their acceptance of 
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any offers made by company on behalf of client.’ ” (Emphasis added.) Bloom 

further averred that those settlement agreements explained: “Company may 

negotiate what is known as a term settlement on client’s behalf. This is a settlement 

in which the company negotiates a lower amount than what is owed and makes 

payment arrangements with the creditors over time.” However, Bloom’s deposition 

testimony and the exhibits submitted therein show that the content of those 

averments is taken directly from a document titled “Debt Settlement Agreement” 

that Nationwide, using the name Pro-Net, used to formalize its relationship with its 

customers. Notably, Bloom did not suggest in either his affidavit or his deposition 

testimony that Nationwide drafted any settlement agreements to memorialize the 

terms of any negotiated debt settlement—an action that would clearly fall within 

the definition of providing legal services. Nor has relator submitted copies of any 

such documents for this court’s review.

{¶ 25} Moreover, the scope of the representation as set forth in 

Nationwide’s agreement with its customers does not appear to exceed the range of 

actions delineated in Watkins Global as permissible debt-settlement negotiations 

by nonattorneys, because there is no indication that Nationwide intended to use any 

legal tactics or methods during negotiations to effect results for its customers. See 

Watkins Global, 159 Ohio St.3d 241, 2020-Ohio-169, 150 N.E.3d 68, at ¶ 11-12. 

On the contrary, Nationwide’s agreement expressly states: “In the event a creditor 

or debt collector pursues legal remedies against Client, neither this Agreement nor 

the Service includes legal representation.” And there is no evidence in this record 

to establish that Nationwide engaged in any specific acts that exceeded the scope 

of that agreement.

{¶ 26} Although the Pro-Net respondents have stipulated to additional facts 

that are not contained in Bloom’s affidavit or deposition testimony, those 

stipulations are similarly infirm. They identify general types of conduct that 

Nationwide purportedly engaged in, such as faxing powers of attorney, advising, 
January Term, 2022

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counseling, and validating and negotiating the resolution of debts. Again, there is 

no description of the advice that Nationwide gave to its customers or how 

Nationwide went about conducting negotiations on behalf of the customers—just 

the bare and erroneous legal conclusion that the general actions of giving 

unspecified advice and counsel and negotiating debt settlements necessarily

constitute the unauthorized practice of law. And we are not bound by the 

stipulations of the parties on that issue of law. See, e.g., State ex rel. Steffen v. 

Myers, 143 Ohio St.3d 430, 2015-Ohio-2005, 39 N.E.3d 483, ¶ 16 (“no court may 

be bound by any agreement, stipulation, or concession from the parties as to what 

the law requires”); accord State ex rel. Finkbeiner v. Lucas Cty. Bd. of Elections, 

122 Ohio St.3d 462, 2009-Ohio-3657, 912 N.E.2d 573, ¶ 18 (“this court is not 

bound by the parties’ stipulation on [a] legal issue”).

{¶ 27} In light of these significant evidentiary deficiencies regarding the 

specific actions that Nationwide undertook on behalf of its customers, we cannot 

find that relator has submitted sufficient sworn or certified evidence to support its 

motion for default against Nationwide. Nor can we find that relator has proved by 

a preponderance of the evidence that the Pro-Net respondents engaged in the 

unauthorized practice of law through the actions of Nationwide.

Conclusion

{¶ 28} We dismiss this case.

Cause dismissed.

O’CONNOR, C.J., and KENNEDY, DEWINE, DONNELLY, STEWART, and 

BRUNNER, JJ., concur.

FISCHER, J., not participating.

_________________

Fanger & Associates, L.L.C., and Jeffrey J. Fanger; and Jean Desiree

Blankenship, Bar Counsel, for relator.
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McNeal, Schick, Archibald, & Biro Co., L.P.A., and Marilyn J. Singer, for 

respondents Andrew J. Bloom and Pro-Net Financial, Inc.

_________________