DLK Co. of Ohio v. Meece
2013 Ohio 860
Ohio Ct. App.2013Background
- In 2004, Kellerman purchased DLK Co. of Ohio from Meece; Meece became DLK's project manager.
- In 2006, Judi Dean was hired to assist with administrative tasks; the Deans later negotiated to purchase DLK.
- A June 12, 2007 Asset Purchase Agreement contemplated J&J Specialty buying DLK assets, with disputed ownership of accounts receivable.
- After APA, Meece allegedly endorsed six checks to J&J; DLK alleged those forgeries diverted accounts receivable.
- DLK filed a 2011 conversion action against Meece; trial court found liability and awarded $50,286.70; Meece appealed on limitations and estoppel defenses.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Which statute of limitations governs | DLK: four-year common-law conversion period (R.C. 2305.09). | Meece: three-year UCC-based period (R.C. 1303.16(G)(1)). | Common law four-year statute applies; UCC three-year period does not govern. |
| Whether DLK proved all elements of conversion | DLK ownership and right to possession of accounts receivable; Meece interfered by endorsing checks. | No binding oral modification altering APA; no proper ownership transfer proven. | DLK established ownership/right to possession, interference, and damages; Meece liable. |
| Whether collateral estoppel barred DLK's claims | DLK was precluded by the Clermont County release. | Release resolved issues on checks, not the DLK accounts receivable conversion claim. | Collateral estoppel not apply; issues not actually litigated or identical; release silent on conversion claim. |
Key Cases Cited
- Lawyer's Coop. Pub. Co. v. Muething, 65 Ohio St.3d 273 (1992) (look to substance, not form, for statute applicability)
- Hambleton v. R.G. Barry Corp., 12 Ohio St.3d 179 (1984) (grounds for action determined by substance, not form)
- Natl. City Bank v. The Citizens Natl. Bank of Southwest Ohio, 2004-Ohio-6060 (2nd Dist. 2004) (UCC limits on certain conversion actions)
- Olympic Title Ins. Co. v. Fifth Third Bank of Western Ohio, 2004-Ohio-4795 (2nd Dist. 2004) (UCC conversion scope considerations)
- Estate of Alkhaldi v. Khatib, 2005-Ohio-6168 (7th Dist. 2005) (conversion within common-law framework where not instrument)
- Rogers v. Providence Manor Homeowners Assn., Inc., 2012-Ohio-3532 (12th Dist. 2012) (collateral estoppel prerequisites; actual litigation required)
- Goodson v. McDonough Power Equip., Inc., 2 Ohio St.3d 193 (1983) (collateral estoppel elements; identical issue required)
- Connor & Murphy, Ltd. v. Applewood Village Homeowners' Assn., 2009-Ohio-1447 (12th Dist. 2009) (interpretation of settlement implications on estoppel)
- Kissinger v. Pavlus, 2002-Ohio-3083 (10th Dist. 2002) (settlement not adjudication for collateral estoppel)
- Dater v. Charles H. Dater Found., 2003-Ohio-7148 (1st Dist. 2003) (settlement and release not final adjudication on disputed fact)
- Metz v. Unizan Bank, 649 F.3d 492 (6th Cir. 2011) (UCC-related limitations in banking context)