Apex Energy Group, LLC v. Apex Energy Solutions of Cincinnati, LLC, 1:12-cv-00466

This is a motion to dismiss Defendants’ supplemental counterclaims in a dispute over contracts governing markets under a Reorganization Agreement.
The Reorganization Agreement imposes stepwise requirements (Development Notice, 4 Month Notice, Audit) for designating markets as New/Restricted/Developed.
Defendants allege Plaintiffs breached by not engaging a national auditing firm after a Challenge Notice regarding the Oklahoma City market, triggering a Market to be Developed.
Plaintiffs argue the Reorganization Agreement unambiguously assigns the audit-engagement duty to the Other Party, not the Developing Party.
The court reviews the contract language under Ohio law, determines the proper party obligations, and assesses the sufficiency of the pleadings under Rule 12(b)(6).
The court also addresses declaratory relief and related unjust enrichment claims arising from alleged market-designation breaches.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Plausibility of Count One (First Supplemental)	Apex argues Defendants misstate the agreement language.	Defendants contend ambiguity exists in 'Other Party' term.	Count One dismissed for lack of plausible claim.
Declaratory relief on Oklahoma City audit/abandonment	Plaintiffs contend no breach and no valid declaratory relief.	Defendants seek declaration of rights re audit and abandoned markets.	Count Two (First) dismissed as to Oklahoma City; remaining as to abandonment survives.
Unjust enrichment claim (First Supplemental)	Unjust enrichment based on alleged breaches.	N/A	Count Three of First Supplemental dismissed in full.
Second Supplemental Count One – Atlanta/Houston/Phoenix breach	May Letter not a valid 4 Month/Development Notice; conditions not satisfied.	Plaintiffs failed to mail a proper 4 Month Notice for those markets.	Partially dismissed; claims tied to those markets are dismissed for lack of plausible breach.
Second Supplemental Count Two – declaratory relief on 4 Month Notices; remaining issues	Request for declaration on material breach constrained to 4 Month Notices.	If 4 Month Notices were missing, some relief could be declarable.	Dismissed to extent of material breach; remaining issues pending.

Bell Atl. Corp. v. Twombly, 550 U.S. 544 (U.S. 2007) (plausibility pleading standard)
Ashcroft v. Iqbal, 129 S. Ct. 1937 (S. Ct. 2009) (facial plausibility required; conclusions insufficient)
Saunders v. Mortensen, 101 Ohio St. 3d 86 (Ohio 2004) (contract interpretation; ambiguity resolved as matter of law)
Blair v. McDonagh, 177 Ohio App. 3d 262 (Ohio App. Dist. 1st 2008) (interpreting contract terms and intent under Ohio law)
Rhodes v. Rhodes Indus., Inc., 71 Ohio App. 3d 797 (Ohio App. 8th Dist. 1991) (contract interpretation; extrinsic evidence not permitted for unambiguous terms)
Ameritrust Co. v. Murray, 20 Ohio App. 3d 333 (Ohio App. 8th Dist. 1984) (construction of contract; avoid parol evidence when terms unambiguous)
GLIC Real Estate Holdings, LLC v. Bicentennial Plaza Ltd., 971 N.E.2d 404 (Ohio 2012) (contract interpretation; ambiguity under Ohio law)