Breach of Contract Cases

EMPLOYMENT – CORPORATIONS – MINORITY SHAREHOLDERS – WRONGFUL DISCHARGE – BREACH OF FIDUCIARY DUTY – CONTRACTS - RELEASES: The trial court did not err in granting a motion for summary judgment filed by defendants majority shareholders on plaintiff minority shareholder's claims for breach of fiduciary duty and wrongful discharge where the evidence showed that the termination of plaintiff's employment had a legitimate business purpose. The trial court did not err in granting plaintiff's motion to dismiss defendants' counterclaim for damages based on the terms of two releases contained in two redemption agreements, where the clear and unambiguous language of the agreements showed that they only governed the purchase of plaintiff's ownership interest in the companies, not his employment relationship with the companies.

This Opinion addresses the enforcement of a mandatory Buy-Sell Option clause and its specific performance remedy after the Offeror tendered the requisite buy/sell notice and the Offeree failed to respond to the notice and claimed the Offeror violated the underlying Company Agreement. The Court ultimately finds the Offeror is entitled to specific performance from the Offeree under the Buy-Sell Option clause. The Court awards the Offeror attorneys' fees. Ruling after court-ordered Rule 166(g) briefing. Ruling that Plaintiffs take nothing by their claims for declaratory relief and, with respect to one defendant, that Plaintiffs take nothing by their claims for accounting and inspection of books and records, breach of contract or an alleged partnership agreement, or for fraud and unjust enrichment. Ruling that Defendants take nothing by their claims for declaratory relief. Ruling that Plaintiffs' claims for breach of contract, breach of fiduciary duty, and fraud relating to one plaintiff and alternative claim for quantum meruit, and Defendants' claim for conversion, remain pending and will proceed to jury trial as set. Granting traditional and non-evidence summary judgment against Plaintiff's defamation claim because the complained-of statements are not objectively verifiable and therefore, as a matter of law, are not defamatory. Denying reconsideration of an order remanding the case back to district court on the grounds that the removal to business court was untimely. Denying permission to take a permissive interlocutory appeal of that order. This opinion addresses (i) whether the Property (Trust) Code bars a trustee from enforcing a punitive damages waiver; (ii) if not, whether the waiver in one bond financing contract applies to claims based on a related contract in the same financing; and (iii) whether a trustee owes continuing fiduciary duties to its beneficiaries once the trustee resigns and is replaced by a substitute trustee. The court concludes that (i) the pun

This Opinion addresses the enforcement of a mandatory Buy-Sell Option clause and its specific performance remedy after the Offeror tendered the requisite buy/sell notice and the Offeree failed to respond to the notice and claimed the Offeror violated the underlying Company Agreement. The Court ultimately finds the Offeror is entitled to specific performance from the Offeree under the Buy-Sell Option clause. The Court awards the Offeror attorneys' fees. Ruling after court-ordered Rule 166(g) briefing. Ruling that Plaintiffs take nothing by their claims for declaratory relief and, with respect to one defendant, that Plaintiffs take nothing by their claims for accounting and inspection of books and records, breach of contract or an alleged partnership agreement, or for fraud and unjust enrichment. Ruling that Defendants take nothing by their claims for declaratory relief. Ruling that Plaintiffs' claims for breach of contract, breach of fiduciary duty, and fraud relating to one plaintiff and alternative claim for quantum meruit, and Defendants' claim for conversion, remain pending and will proceed to jury trial as set. Granting traditional and non-evidence summary judgment against Plaintiff's defamation claim because the complained-of statements are not objectively verifiable and therefore, as a matter of law, are not defamatory. Denying reconsideration of an order remanding the case back to district court on the grounds that the removal to business court was untimely. Denying permission to take a permissive interlocutory appeal of that order. This opinion addresses (i) whether the Property (Trust) Code bars a trustee from enforcing a punitive damages waiver; (ii) if not, whether the waiver in one bond financing contract applies to claims based on a related contract in the same financing; and (iii) whether a trustee owes continuing fiduciary duties to its beneficiaries once the trustee resigns and is replaced by a substitute trustee. The court concludes that (i) the pun

Motion for staying pending arbitration denied; appellee, an orthodontist, entered seven contracts with a dental alliance; some contracts had arbitration clauses and employee restrictive covenants, some did not; the restrictive covenants in the contracts were not the same; appellant filed declaratory judgment and breach of contract action; dental alliance followed by filing for arbitration; court did not err by not granting stay pending arbitration because parties agreed to the stay; court did not err in retaining jurisdiction over the case due to conflicting provisions in the contracts; although public policy favors arbitration, arbitration clauses are not elevated over other contract provisions; questions of arbitrability are decided by the court unless delegated to the arbitrator; the contracts did not contain delegation clauses; a venue clause does not typically conflict with an arbitration clause; judgment affirmed.

BREACH OF CONTRACT — NEGLIGENT MISREPRESENTATION: The trial court did not err by ruling in favor of defendant owner on plaintiff contractor's claim for breach of contract where the record supports the trial court's determination that plaintiff contractor failed to provide the requisite notice of its claim under the terms of the construction contract in order to prevail on its claim for breach of contract. The trial court did not err in dismissing plaintiff contractor's claim for negligent misrepresentation as a matter of law where the claim was based on a prior representation made during the bidding process and the construction contract ultimately stated that it "supersedes prior negotiations, representations or agreements, either written or oral."

In this opinion, the Court holds that a clause in an arbitration agreement attempting to shorten the statute of limitations is void as against public policy. The Court further holds the illegal clause is not severable and renders the entire arbitration section of the contract unenforceable.

summary judgment, R.C. 4113.52, retaliatory discharge