Gilman v. Physna, L.L.C., 2021 Ohio 3575

In 2016 Gilman agreed to work for start-up Physna under an Independent Contractor Agreement that guaranteed a $1,500 monthly base and promised "Additional Payments" contingent on the company achieving net profits; Additional Payments were to be calculated in accordance with Physna’s tax returns.
The Agreement allowed either party to terminate at will and stated termination did not "result in a loss" of Gilman’s right to receive payments for work provided up to termination.
Physna terminated the Agreement in 2017, paid a prorated base fee, and told Gilman it had not experienced net profit; Gilman later demanded roughly $660,000 in Additional Payments, which Physna refused.
Gilman sued for breach of contract, breach of the implied covenant of good faith and fair dealing, and unjust enrichment, attaching the Agreement to his complaint.
Physna denied liability, attached profit-and-loss records and the termination letter to its answer, and moved for judgment on the pleadings under Civ.R. 12(C); the trial court granted the motion and dismissed all claims.
The court of appeals held the trial court erred by considering the financial records (not a Civ.R.10(C) "written instrument") when deciding the 12(C) motion, reversed dismissal of the breach-of-contract and good-faith claims, affirmed dismissal of unjust-enrichment, and remanded for further proceedings.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Can the court consider financial records attached to defendant's answer on a Civ.R. 12(C) motion?	Attachment not a proper written instrument; pleadings should be viewed in plaintiff's favor.	The financial records conclusively show no net profit, so dismissal is proper.	The records are not Civ.R.10(C) written instruments and were improperly considered; cannot be the basis for dismissal.
Did Gilman sufficiently plead a breach of contract where Additional Payments were conditioned on company profit?	Alleged conditions precedent were satisfied and right to payment survived termination.	Physna argues absence of net profit meant the condition precedent never arose.	Construing pleadings in plaintiff's favor, complaint plausibly alleges breach; dismissal was erroneous.
Did Gilman state a claim for breach of the implied covenant of good faith and fair dealing?	Alleged Physna manipulated profit calculation to avoid paying; pleaded facts allow inference of bad faith.	Physna relies on claimed lack of profit and contractual defenses.	Allegations suffice to state a breach-of-good-faith claim; dismissal was erroneous.
Is unjust enrichment available despite the express contract?	Alternatively pled; recovery may be warranted if contract unenforceable.	There is an express enforceable contract governing payments.	Unjust-enrichment barred by existence of an express contract; dismissal affirmed.

Euvrard v. The Christ Hosp., 752 N.E.2d 326 (Ohio App. 2001) (standard and scope for judgment on the pleadings review).
Lucarell v. Nationwide Mut. Ins. Co., 97 N.E.3d 458 (Ohio 2018) (elements of breach of contract and existence of an implied duty of good faith in every contract).
Transtar Elec., Inc. v. A.E.M. Elec. Servs. Corp., 16 N.E.3d 645 (Ohio 2014) (defines condition precedent and effect of its nonoccurrence on performance obligations).
State ex rel. Leneghan v. Husted, 110 N.E.3d 1275 (Ohio 2018) (what qualifies as a "written instrument" under Civ.R.10(C)).
Whaley v. Franklin Cty. Bd. of Commrs., 752 N.E.2d 267 (Ohio 2001) (motions testing sufficiency of complaint are confined to the pleadings).
Peterson v. Teodosio, 297 N.E.2d 113 (Ohio 1973) (pleadings limitation principle for motions to dismiss).
Ohio Mfg. Assn. v. Ohioans for Drug Price Relief Act, 59 N.E.3d 1274 (Ohio 2016) (moving party on pleadings must show no material factual issues and entitlement to judgment as a matter of law).
Deffren v. Johnson, 169 N.E.3d 370 (Ohio App. 2021) (unjust-enrichment elements and rule that such a claim is unavailable where an express contract governs the dispute).