Momentum Freight Logistics Corp. v. Benie Logistics, Inc.

Ohio Ct. App.December 23, 2025No. 24AP-263

Plaintiff WinBenie Logistics, Inc.$327,268.32 awarded

Case Details

Judge(s): Mentel
Status: Published
Procedural Posture: appellate affirmance

Related Laws

No specific laws identified for this ruling.

Claim Types

Breach of Contract

Outcome

Appellate court affirmed trial court's judgment that Benie Logistics breached the Asset Purchase Agreement by failing to provide BWC dividend payments totaling $327,268.32 to Momentum Freight Logistics. Court upheld piercing of corporate veil against Benie's owners for fraudulent transfer and civil theft.

Excerpt

Judgment affirmed. The trial court properly found the purchaser, Benie, breached the parties' Asset Purchase Agreement ("APA") by failing to provide the seller, Momentum, with both the $69,269.00 and the $257,999.32 Bureau of Workers' Compensation ("BWC") policy holder dividend payments. Evidence from the BWC demonstrated that both payments were dividend reimbursements calculated based on the premiums an employer paid in 2019. Because both payments were a "premium dividend reimbursement" for the 2019 policy period, the APA obligated Benie to provide both payments to Momentum in a timely fashion. The trial court did not err by finding that Momentum could pierce the corporate veil of Benie. Competent and credible evidence demonstrated the owners of Benie, Elizabeth and Russell Dawson, operated Benie as their alter ego, used their control over Benie to commit a fraudulent transfer and civil theft, and that Momentum suffered damages as a result of the Dawsons' control and wrongful conduct of Benie. The economic loss rule did not bar Momentum's claim for civil theft but did bar Momentum's claims for fraudulent transfer and civil conspiracy, because the damages resulting from the fraudulent transfer and civil conspiracy were the same as the damages resulting from the breach of contract. However, because the trial court did not award any damages attributable to the fraudulent transfer or civil conspiracy claims, there was no aspect of the trial court's judgment to reverse.

What This Ruling Means

**Court Rules Company Must Pay Back Workers' Compensation Dividends** This case involved a dispute between two trucking companies over workers' compensation dividend payments. When Momentum Freight Logistics sold its business assets to Benie Logistics in 2019, their purchase agreement stated that Benie would pass along any future workers' compensation dividend payments to Momentum. The Bureau of Workers' Compensation later issued two dividend payments totaling $327,268 based on premiums Momentum had paid in 2019, but Benie kept the money instead of forwarding it. The court ruled in favor of Momentum, ordering Benie to pay the full $327,268. The appeals court upheld this decision, finding that Benie clearly breached their contract by keeping dividend payments that rightfully belonged to Momentum. The court also held Benie's owners personally responsible for the debt, ruling they had fraudulently transferred company assets. **Why this matters for workers:** This ruling reinforces that workers' compensation dividends belong to the employer who actually paid the original premiums. When companies change hands, clear agreements about these payments protect everyone involved. It also shows courts will hold business owners personally accountable when they try to hide assets or act fraudulently with workers' compensation funds.

This summary was generated to explain the ruling in plain English and is not legal advice.

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