Assured Admin., L.L.C. v. Young
2021 Ohio 2159
| Ohio Ct. App. | 2021Background
- Assured Administration, LLC (Ohio), its managing member Peter Mather, and Assured Administration, LLC (South Carolina) sued The Greens of Kings Meadows Homeowners Association (HOA) and individual HOA officers; the trial court ultimately granted summary judgment to the HOA, a ruling this court affirmed in a prior decision.
- The trial court held an evidentiary hearing on attorney fees and awarded the HOA $235,725.41 plus interest, assessed jointly and severally against Assured Ohio, Mather (individually), and Assured South Carolina.
- Appellants challenged (1) whether Mather and Assured South Carolina could be ordered to pay when they were not specifically named in the summary-judgment entry and (2) whether the fee award amount was an abuse of discretion.
- The court concluded Mather remained a party (having filed claims that required the HOA to defend) and that Assured South Carolina, as the surviving entity after a merger, assumed liabilities of Assured Ohio, so both could be held liable for the fees.
- The appellate court affirmed the fee award (abuse-of-discretion standard) and remanded for the limited purpose of directing the trial court to enter a nunc pro tunc correction to the record regarding Mather.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| 1. May Mather be ordered to pay HOA attorney fees though not named in the summary-judgment caption and not a signatory to the DOC/DRG? | Mather: he was not a party for purposes of the judgment, not an owner/resident/signatory, so the American rule bars individual fee liability. | HOA: Mather remained a party, sued individually and caused fees; statutory (R.C. 5312.13) and DRG contract language authorize fee recovery against persons who cause enforcement. | Court: Affirmed—Mather can be ordered to pay; concurrence disagreed with the majority’s statutory/contract rationale but concluded the issue was waived below. |
| 2. Can Assured South Carolina be held liable for the fee award though not named in the original judgment? | Assured SC: not named at time of judgment, cannot be assessed. | HOA: Assured Ohio merged into Assured SC; under merger law the surviving entity assumes obligations. | Court: Affirmed—surviving entity liable under merger statute. |
| 3. Was the $235,725.41 fee award an abuse of discretion? | Appellants: amount excessive / errors in calculation. | HOA: fees incurred were reasonable given multiple amended complaints and substantial defense work. | Court: No abuse of discretion; award supported by record and sound reasoning. |
| 4. Should the case be remanded for a nunc pro tunc entry clarifying parties? | Appellants: procedural/caption concerns. | HOA: sought nunc pro tunc to name Mather and preserve enforcement. | Court: Remanded for limited purpose—trial court to enter the requested nunc pro tunc correction. |
Key Cases Cited
- Bittner v. Tri-County Toyota, Inc., 58 Ohio St.3d 143 (Ohio 1991) (discusses standards for awarding attorney fees)
- Wilborn v. Bank One Corp., 121 Ohio St.3d 546 (Ohio 2009) (articulates the American rule and exceptions for fee-shifting)
- Nottingdale Homeowners' Assn., Inc. v. Darby, 33 Ohio St.3d 32 (Ohio 1987) (homeowner-association covenant provisions may permit fee-shifting)
- State ex rel. Occidental Chem. Corp. v. Bureau of Workers' Comp., 91 Ohio St.3d 249 (Ohio 2001) (surviving entity of merger assumes obligations of constituent entities)
- Blakemore v. Blakemore, 5 Ohio St.3d 217 (Ohio 1983) (definition of abuse of discretion)
- Pegan v. Crawmer, 79 Ohio St.3d 155 (Ohio 1997) (exceptions to the American rule include statutory or contractual fee-shifting and bad faith)
- Phoenix Lighting Group, L.L.C. v. Genlyte Thomas Group, L.L.C., 160 Ohio St.3d 32 (Ohio 2020) (attorney fees may be compensatory when punitive damages are awarded)
- Spicer v. James, 21 Ohio App.3d 222 (Ohio Ct. App. 1985) (officer may incur personal liability if signature or other facts indicate intent to bind personally)
- AAAA Enterprises, Inc. v. River Place Community Urban Redevelopment Corp., 50 Ohio St.3d 157 (Ohio 1990) (appellate review requires sound reasoning; decisions must not be arbitrary)