Al-Zubi v. Cosmetic & Implant Dental Ctr. of Cincinnati, Inc.
2020 Ohio 3272
Ohio Ct. App.2020Background
- In Feb 2012 One Stop purchased Dr. Hahn’s dental practice; the Asset Purchase Agreement required turnover of prepaid patient funds on the possession date.
- One Stop sued in June 2012 alleging Hahn failed to turn over all prepaid fees.
- The parties settled on Aug 28, 2012; the settlement required Hahn to pay $455,000 and included Section 6 addressing “prepaid patients” (present-tense language describing options if a prepaid patient seeks treatment or refund).
- One Stop moved to enforce in 2014, claiming Section 6 covered prepaid patients who had been treated by One Stop before Aug 28, 2012; Hahn argued Section 6 only covers patients with uncompleted services as of Aug 28, 2012.
- A prior judge initially granted enforcement; after a new judge was assigned, the court granted Hahn’s motion for reconsideration, denied enforcement and denied One Stop’s request for attorney’s fees.
- On appeal the First Appellate District affirmed: it concluded Section 6’s present-tense language unambiguously limited its application to patients whose services remained unperformed as of Aug 28, 2012, and One Stop was not the prevailing party for fee purposes.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether Section 6 of the settlement applies to prepaid patients who had work performed by One Stop before Aug 28, 2012 | Section 6 modifies the APA and reaches prepaid patients dating from the APA (Feb 28, 2012), so it covers patients treated before Aug 28 | Section 6 uses present-tense terms ("exist," "have") and thus refers only to patients with unperformed services as of Aug 28, 2012 | Court: Section 6 is unambiguous present-tense language; it does not cover patients whose treatment occurred prior to Aug 28, 2012; enforcement denied |
| Whether One Stop is entitled to contractual attorney’s fees | One Stop: settlement allows fees to prevailing party; it prevailed and is entitled to $50,520 | Hahn: One Stop did not prevail on the main issue (scope of Section 6) and thus is not the prevailing party | Court: One Stop did not prevail on the principal issue; fee request properly denied |
Key Cases Cited
- Shifrin v. Forest City Ents., Inc., 64 Ohio St.3d 635 (Ohio 1992) (contract language controls; extrinsic evidence considered only if terms ambiguous)
- Continental W. Condominium Unit Owners Assn. v. Howard E. Ferguson, Inc., 74 Ohio St.3d 501 (Ohio 1996) (standard for reviewing contract-interpretation legal errors)
- Wigglesworth v. St. Joseph Riverside Hosp., 143 Ohio App.3d 143 (11th Dist. 2001) (definition of "prevailing party")
- Keal v. Day, 164 Ohio App.3d 21 (1st Dist. 2005) (attorney-fee awards authorized by contract reviewed de novo)
- Turoczy Bonding Co. v. Mitchell, 118 N.E.3d 439 (8th Dist. 2018) (distinguishing factual/evidentiary questions from legal contract-interpretation questions on appeal)