Breach of Contract Cases

The plaintiff sought to recover damages from the defendant for, inter alia, breach of contract. In January, 2013, the plaintiff had entered into a service contract with the defendant, in which the plaintiff agreed to provide the defendant with administrative support and coordination of security details for heightened risk employee travel. The contract provided, inter alia, that it was operative through December 31, 2016, but that the defendant could terminate the contract upon five days' written notice. The defendant terminated its contract with the plaintiff in November, 2014. Subsequently, the plaintiff commenced the present action and filed a substitute complaint, which alleged breach of contract, negligent misrepresentation, and breach of the covenant of good faith and fair dealing. The defendant filed a motion to strike the complaint, which the trial court granted. Thereafter, the court granted the defen- dant's motion for judgment and rendered judgment thereon, from which the plaintiff appealed to this court. On appeal, the plaintiff claimed, inter alia, that, on the basis of the allegations that, prior to executing the contract, the defendant had represented to the plaintiff that the contract would remain in effect for more than three years, the trial court should have concluded that the defendant was estopped from relying on the contract's termination provision, and that, because the defendant should have been estopped from terminating the contract, the court should have viewed the allegation in the complaint that the defendant terminated the contract prior to its expiration as sufficient to allege breach of contract, negligent misrepresentation, and breach of the covenant of good faith and fair dealing. Held: 1. The plaintiff could not prevail on its claim that, in considering the legal sufficiency of the substitute complaint, the trial court improperly failed to consider whether the applicable contractual period was ambiguous and to construe the claimed am

CONTRACTS – EMPLOYER-EMPLOYEE--TRADE SECRETS: The trial court did not err by dismissing pursuant to Civ.R. 12(C) a breach-of-contract claim by an employer against an employee where a later agreement executed by the parties constituted a complete release by the employer of the employee's obligations under the contract. The trial court erred by dismissing pursuant to Civ.R. 12(C) a claim under the Ohio Trade Secrets Act, R.C. 1333.61 through 1333.69, on the basis that an employee had been released from his contractual obligations with respect to confidentiality, because the presence of an existing confidentiality agreement is not required to find that a trade secret exists, and the plaintiffs had alleged sufficient facts to support the elements of a trade secret under the Act. The trial court erred by dismissing pursuant to Civ.R. 12(C) a claim that an employee breached his duty of loyalty or good faith on the basis that the employee had been released from his contractual obligations under an employment agreement, because an employee's duty of good faith and loyalty exists regardless of whether an employment agreement exists.

Motion to compel arbitration motion to stay proceedings pending arbitration R.C. 2711.02(B) R.C. 2711.03(A) arbitrability tort and statutory claims waiver. Trial court did not err in granting appellees' motion to compel arbitration and to stay proceedings pending arbitration. Based on the language of the arbitration provision and the factual allegations of appellant's complaint, appellant's claims for tortious interference with contract, unfair competition, violation of the Ohio Uniform Trade Secrets Act and breach of loyalty against its former employees were within the scope of arbitration provision. Appellant waived the issue of whether it had the right to bring a court action for preliminary injunctive relief where it did not mention the injunctive relief provision in its filings below and never otherwise pursued its request for preliminary injunctive relief below. Trial court's judgment modified to clarify that it was only parties to the arbitration agreement who were compelled to arbitrate their claims.

Job applicant's claim—that employer breached a unilateral contract of employment—failed where applicant failed to show that he satisfied the conditions set forth on pre-employment checklist.

The plaintiff sought to recover damages from the defendants for, inter alia, breach of contract relating to the buyout of the plaintiff's oral surgery practice by the defendant K. In connection therewith, the parties exe- cuted three documents, including a purchase and sale agreement, an operating agreement and a supplementary agreement. Pursuant to those agreements, K paid the plaintiff two installments and subsequently became the manager of the practice. Pursuant to the supplementary agreement, the plaintiff could work a part-time schedule of his choosing and retire at the time of his choosing, provided that he retired by the age of eighty. The relationship between the plaintiff and K became strained, and K hired a new associate without the consent of the plaintiff and told the plaintiff he wanted him to retire in six weeks. Approximately one month after K paid the final installment due under the purchase and sale agreement, he had the locks on the doors of the practice changed. The plaintiff, believing he had been terminated, began seeing patients in other towns. The defendants ordered a street sign for the practice that included the plaintiff's name and kept the plaintiff's name on the practice's website and referral cards for approximately six months after the plaintiff left the practice. The plaintiff filed a nineteen count revised complaint in which he alleged claims for, inter alia, breach of contract pertaining to all three agreements, breach of the implied cove- nant of good faith and fair dealing relating to all three agreements, invasion of privacy, tortious interference with business expectancies, violation of the Connecticut Unfair Trade Practices Act (CUTPA) (§ 42- 110a et seq.), and unjust enrichment. The defendants filed an eleven count counterclaim, alleging, inter alia, that the plaintiff had breached the operating agreement and the lease agreement between the plaintiff and the practice. After the jury returned a verdict in favor of the plaintiff