Bunta v. Superior VacuPress, L.L.C., 218 N.E.3d 838

In 2014 Firman Mast and Vasile Bunta formed Superior VacuPress, LLC (VacuPress); Firman financed the venture and was manager; Bunta later became a 30% member under a January 2016 amended operating agreement.
VacuPress struggled financially; members agreed manager could wind up and dissolve and to satisfy creditors before distributing any remaining assets to members per the operating agreement and applicable Ohio LLC statute.
In late 2016 Firman dissolved VacuPress, formed Superior Lumber, LLC with other Masts, and transferred VacuPress’s assets and liabilities to Superior Lumber; the bank required an assumption agreement making Superior Lumber responsible for the debts.
Bunta sued, asserting breach of fiduciary duty, conversion, unjust enrichment, and other claims; the jury found for Bunta on conversion and unjust enrichment but found for Firman on breach of fiduciary duty.
On appeal, the Fifth District affirmed; the Ohio Supreme Court granted discretionary review focused on whether a membership interest or a right to compensation at dissolution can be the subject of conversion and whether an operating agreement precludes conversion/unjust-enrichment claims against a manager acting under the agreement.
The Ohio Supreme Court reversed the court of appeals, holding as a matter of law that the evidence was insufficient to support Bunta’s conversion and unjust-enrichment claims and entering judgment for Firman on those claims.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether a member's interest or a right to compensation at dissolution is property subject to conversion	Bunta: membership interest (including right to compensation at dissolution) is identifiable intangible property and was converted when assets/liabilities were rolled into Superior Lumber	Firman: any right to compensation on dissolution had no value because liabilities exceeded assets; membership-interest compensation is not a convertable intangible here; operating agreement governs remedies	Court: conversion requires an identifiable property interest; Bunta produced no evidence he had a right to compensation at dissolution because VacuPress had negative net equity; directed verdict for defendant on conversion reversed the jury verdict for plaintiff
Whether unjust enrichment claim is available when an express operating agreement governs member rights	Bunta: performed unpaid services before membership and conferred benefits; equitable relief available	Firman: operating agreement fixed parties’ rights and covered the subject matter, so unjust enrichment is barred	Court: operating agreement governed compensation and distributions; unjust enrichment barred as a matter of law; directed verdict for defendant on unjust enrichment required

Zacchini v. Scripps-Howard Broadcasting Co., 47 Ohio St.2d 224 (1976) (intangible rights identified with a document may sometimes be converted, but not all publicity/performer rights are identifiable res for conversion)
Ruta v. Breckenridge-Remy Co., 69 Ohio St.2d 66 (1982) (standard for reviewing directed-verdict motion requires considering evidence most strongly in favor of nonmovant)
Hambleton v. R.G. Barry Corp., 12 Ohio St.3d 179 (1984) (elements of unjust enrichment in Ohio)
Hummel v. Hummel, 133 Ohio St. 520 (1938) (unjust enrichment and quasi-contract principles explained)
Ullmann v. May, 147 Ohio St. 468 (1947) (a party cannot claim restitution when the parties agreed to a contract covering the same subject)
Schafer v. RMS Realty, 138 Ohio App.3d 244 (2000) (partnership interest in specific partnership property can be identifiable res for conversion; distinguishable on facts)