Aljaberi v. Neurocare Ctr., Inc., 2019 Ohio 2181

Dr. Mohammed Aljaberi (shareholder/director) sued Neurocare Center, Inc. and two co-directors for breach of fiduciary duty, breach of contract, conversion of stock, civil conspiracy, and to invalidate a covenant not to compete; the Shareholders Agreement (attached to the complaint) contained a broad arbitration clause.
Extensive litigation occurred from December 2016 through 2018: written discovery, depositions, multiple discovery rulings, two mediations, an interlocutory appeal on discovery, and a trial date set for October 2018.
The trial court granted partial summary judgment for Aljaberi on the conversion claim (finding unlawful conversion of his Neurocare shares) but reserved personal liability determinations for the individual defendants.
Aljaberi died in August 2018; his executrix was substituted as plaintiff and continued the case seeking conversion relief for the estate.
Defendants waited until September 2018 (after the partial summary-judgment conversion ruling and about seven weeks before trial) to move to stay litigation and compel arbitration under the Shareholders Agreement; the trial court denied the motion as untimely, finding waiver and prejudice to plaintiff.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether defendants waived the right to arbitrate the conversion claim	Aljaberi argued defendants waited too long and actively litigated, so they waived arbitration	Defendants argued arbitration was triggered by the agreement, but they reasonably delayed because the complaint included non-arbitrable claims and arbitration would have led to bifurcated proceedings	Trial court affirmed: defendants waived arbitration under totality of circumstances (delay, active participation, prejudice to plaintiff)
Whether defendants could compel arbitration of the estate’s obligation to sell shares after Aljaberi’s death	Estate maintained substitution preserved the same claims and rights; death did not create a new arbitrable dispute	Defendants argued the conversion ruling rendered the transfer void and the estate was obliged under the Shareholders Agreement to sell back shares — a matter for arbitration	Court held defendants still waived arbitration; the death/substitution did not create a new right to arbitrate and did not excuse prior delay

Hayes v. Oakridge Home, 122 Ohio St.3d 63, 908 N.E.2d 408 (Ohio 2009) (discusses strong Ohio public policy favoring arbitration)
Blakemore v. Blakemore, 5 Ohio St.3d 217, 450 N.E.2d 1140 (Ohio 1983) (defines appellate abuse-of-discretion standard)