2019 Ohio 4785
Ohio Ct. App.2019Background
- Prophecy Massillon LLC owned real estate; appellees (BST Ohio and others) held a supermajority interest; appellants (Evan Wolfgang and Massillon Management) owned ~17% and managed the property.
- The parties’ Second Amended and Restated Operating Agreement contained an AAA arbitration clause and limited manager removal to "for cause."
- Appellees initiated AAA commercial arbitration; the arbitrator found appellants breached fiduciary duties (constituting cause) and entered monetary relief but declined to remove appellants as manager.
- On the day the final award issued (Dec. 6, 2018) appellees filed in Cuyahoga C.P. Ct. to confirm the award and served appellants; a hearing was set for Dec. 27, 2018.
- Appellants informed the court they had filed a petition to vacate in California and intended to file a motion to vacate/modify/correct under R.C. 2711.13 (90‑day statute) if required; they moved to stay or continue.
- The trial court held the Dec. 27 hearing, denied the stay/continuance, and confirmed the award on Jan. 15, 2019; appellants appealed.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether a trial court may confirm an arbitration award under R.C. 2711.09 before the 3‑month period in R.C. 2711.13 expires when the opposing party appears and notifies the court it intends to file a timely motion to vacate/modify/correct | Court may confirm if application is timely under R.C. 2711.09; nothing in R.C. 2711.09 forbids confirmation before 90 days elapse | R.C. 2711.13 gives a mandatory 90‑day period to file a motion under R.C. 2711.10/2711.11; confirming before that period (when opponent appears and asserts intent to move) defeats that statutory right | Reversed: court erred; confirming prematurely nullifies R.C. 2711.13 rights and trial court must allow the opponent the remainder of the 90‑day window to file a motion |
| Whether the trial court abused its discretion by denying appellants’ motion to stay or continue the confirmation hearing until after the 90‑day period | Denial was proper because R.C. 2711.09 permits confirmation and plaintiff sought timely confirmation | A stay/continuance was required where appellants appeared and expressly stated intent to file a motion within R.C. 2711.13’s 90 days | Declared moot by the appellate court after it sustained the first assignment of error; primary relief is remand to permit filing within the unexpired portion of the 90‑day period |
Key Cases Cited
- Galion v. American Fedn. of State, Cty. and Mun. Employees, Local No. 2243, 71 Ohio St.3d 620, 646 N.E.2d 813 (1995) (R.C. 2711.13 establishes a mandatory three‑month limitation to file motions to vacate/modify/correct).
- Warren Edn. Assn. v. Warren City Bd. of Ed., 18 Ohio St.3d 170, 480 N.E.2d 456 (1985) (when a timely R.C. 2711.09 confirmation motion is made, court must grant it unless a timely motion to modify/vacate is filed and shown).
- Lake Cty. Bd. of Mental Retardation & Dev. Disabilities v. Professional Assn. for the Teaching of the Mentally Retarded, 71 Ohio St.3d 15, 641 N.E.2d 180 (1994) (construing R.C. 2711.10 and 2711.11 remedies).
- State ex rel. R.W. Sidley, Inc. v. Crawford, 100 Ohio St.3d 113, 796 N.E.2d 929 (2003) (courts’ post‑award jurisdiction is limited to the statutory remedies in R.C. 2711.09–.14).
- State ex rel. Thurn v. Cuyahoga Cty. Bd. of Elections, 72 Ohio St.3d 289, 649 N.E.2d 1205 (1995) (statutes concerning the same subject should be construed together and harmonized).