Bunta v. Mast
2020 Ohio 5500
Ohio Ct. App.2020Background:
- Bunta (engineer/lumber exporter) and Mast (local businessman) agreed in 2014 to form Superior VacuPress, LLC to operate a vacuum kiln business; Bunta supplied technical planning, contacts, and business development.
- VacuPress initially listed Mast family members as primary members; after capital calls and contributions, an Amended and Restated Operating Agreement (Jan. 1, 2016) made Bunta a 30% member.
- In late 2016 Mast formed Superior Lumber, transferred VacuPress assets and liabilities into it, dissolved VacuPress, and Bunta was not included in Superior Lumber.
- Bunta sued Mast and related defendants asserting conversion, unjust enrichment, fiduciary breach, and related claims; trial proceeded on conversion and unjust enrichment against Firman Mast.
- Jury found Mast liable for conversion (damages $231,854.50) and unjust enrichment (damages $45,000); Mast appealed contending summary judgment/directed verdict were required and challenging the admission of plaintiff’s expert.
- The Fifth District affirmed: conversion and unjust enrichment claims survived as matter of law; trial court did not abuse discretion admitting the expert’s damages summary.
Issues:
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether a 30% LLC membership interest (intangible) can be the subject of conversion and whether damages were proven | Bunta: interest was identifiable; Mast transferred VacuPress assets into Superior Lumber to squeeze him out; damages = 30% of company value | Mast: conversion is limited to tangible, identifiable property; no valuation at time of alleged conversion so damages speculative | Court: Conversion of some intangibles is permissible when identifiable; facts created a triable issue and jury verdict was supported; affirmed |
| Whether unjust enrichment claim could proceed | Bunta: conferred benefits (idea, plan, contacts, work) that Mast retained when he formed Superior Lumber; jury award $45,000 | Mast: relationship governed by operating agreement; unjust enrichment barred by express contract and/or no measurable benefit | Court: jury could find benefits conferred (including pre-contract work); unjust enrichment was a viable alternative and verdict stands |
| Whether trial court abused discretion by admitting plaintiff’s expert damages materials | Bunta: expert (CPA) provided damages summary/EBIT A–style analysis as reasonableness measure, not a formal valuation | Mast: expert unqualified to value company, report contained legal conclusions and irrelevant references to nonparties; should be excluded | Court: trial court acted within discretion; methodology and qualifications were for jury to weigh; damages summary admissible |
Key Cases Cited
- Zacchini v. Scripps–Howard Broadcasting Co., 47 Ohio St.2d 224 (Ohio 1976) (conversion traditionally limited to tangible chattels; intangible rights convertible only when merged with identifiable document or res)
- Schafer v. RMS Realty, 138 Ohio App.3d 244 (Ohio Ct. App. 2000) (permitting conversion claim for identifiable partnership interest lost through wrongful acts)
- Landskroner v. Landskroner, 154 Ohio App.3d 471 (Ohio Ct. App. 2003) (conversion claim failed where plaintiff could not identify specific monies or tangible property allegedly taken)
- Fifth Third Bank v. Cooker Rest. Corp., 137 Ohio App.3d 329 (Ohio Ct. App. 2000) (conversion of specifically identifiable monies or funds may be actionable)