Duke Energy One, Inc. v. Cincinnati State Technical & Community College
2022 Ohio 924
| Ohio Ct. App. | 2022Background
- Duke Energy One (private company) and Cincinnati State (state community college) entered a 2009 Master Services Agreement and four service agreements under which Duke installed electrical infrastructure on campus and (purportedly) retained title while leasing equipment to the college.
- Cincinnati State paid under the agreements until July 2016, then stopped payments but continued using the installed equipment.
- Duke sued Cincinnati State in the Ohio Court of Claims; the Court of Claims declared the contracts void for failure to obtain the fiscal officer’s certificate required by R.C. 5705.41.
- After the voiding, Duke sought return of its installed equipment; Cincinnati State refused, and Duke filed an amended complaint in the Hamilton County Court of Common Pleas seeking equitable restitution (return of specific property), not money damages.
- Cincinnati State moved to dismiss, arguing (1) the Court of Claims has exclusive jurisdiction over related equitable claims, (2) Buchanan Bridge and related precedent bar relief on contracts void under statute, and (3) res judicata; the trial court dismissed under Civ.R. 12(B)(1) and 12(B)(6).
- The court of appeals considered (a) whether the common pleas court has subject-matter jurisdiction over a claim for return of specific property, and (b) whether, as a matter of law, Duke may obtain restitution when the underlying contract has been declared void for lack of fiscal certification.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Does the court of common pleas have subject-matter jurisdiction over Duke's equitable claim for return of specific property after a Court of Claims ruling? | Duke: Claim seeks only equitable restitution (return of specific property), not money; R.C. 2743.03(A)(2) preserves other courts' jurisdiction where sole relief is equitable. | Cincinnati State: Court of Claims has exclusive jurisdiction over related equitable claims arising from the same circumstances. | Held: Common pleas has jurisdiction because Duke seeks only equitable relief (return of property), so R.C. 2743.03(A)(2)'s exception applies. |
| May Duke obtain restitution/enforcement of property rights when the contract was declared void under R.C. 5705.41 for lack of fiscal officer certification? | Duke: The parties agreed title remained with Duke (lease), so it is unjust for Cincinnati State to retain equipment; restitution available despite void contract. | Cincinnati State: Buchanan Bridge and progeny bar any recovery (legal or equitable) based on a contract void for statutory noncompliance; courts leave parties where they are. | Held: Duke cannot recover. Under Buchanan Bridge line, courts will not enforce or indirectly give effect to a contract void for statutory noncompliance; Duke failed to state a claim. |
| Should the complaint have been dismissed for failure to state a claim? | Duke: Its unjust-enrichment/restitution claim is independent and seeks only the return of property, so relief is available. | Cincinnati State: Even equitable relief is barred when based on a void public contract. | Held: Dismissal under Civ.R. 12(B)(6) proper—Duke pleaded facts showing the contract was void, and Ohio precedent bars relief. |
Key Cases Cited
- Buchanan Bridge Co. v. Campbell, 60 Ohio St. 406 (1899) (contracts made in violation of statute are void and courts will not enforce them or provide relief—parties are left where they stand)
- Cirino v. Ohio Bureau of Workers’ Compensation, 153 Ohio St.3d 333 (2018) (construction of Court of Claims Act and standards for assessing Court of Claims jurisdiction)
- Great-West Life & Annuity Ins. Co. v. Knudson, 534 U.S. 204 (2002) (defining equitable restitution as recovery of specific property or its traceable proceeds)
- Santos v. Ohio Bureau of Workers’ Comp., 101 Ohio St.3d 74 (2004) (application of equitable-recovery principles against state entities)
- State ex rel. Moritz v. Troop, 44 Ohio St.2d 90 (1975) (purpose and remedial construction of the Court of Claims Act)
- Lathrop Co. v. Toledo, 5 Ohio St.2d 165 (1966) (contractor who fails to ensure statutory compliance with public-agency contracts acts at its peril)