Ginn v. Stonecreek Dental Care
2015 Ohio 4452
Ohio Ct. App.2015Background
- In 2010 Dr. Martin sold his dental practice to Dr. Ginn; the sale contract included a 5‑year noncompete prohibiting Martin from practicing "within thirty (30) miles" of Ginn's office and a prevailing‑party attorney‑fees clause.
- Martin agreed to work one day per week for Ginn under a separate employment agreement; that arrangement ended in April 2011.
- Martin then worked for Stonecreek Dental in Chillicothe; straight‑line distance between the two offices is under 30 miles, but driving distance exceeds 30 miles.
- Ginn sued Martin and Stonecreek for breach of the noncompete and related torts; Stonecreek obtained a directed verdict on one interference claim but the contract interference claim proceeded.
- A jury found Martin breached the noncompete and awarded Ginn $125,000 in damages; the trial court denied Martin’s post‑trial JMOL/JNOV and awarded Ginn $95,988 in attorney fees after reducing hourly rates to a Fayette County rate of $250 and declining out‑of‑pocket expense recovery.
- Both parties appealed: Ginn challenged the attorney‑fee calculation; Martin challenged the sufficiency of lost‑profits proof and the court’s interpretation of the geographic term (and refusal to admit parol evidence).
Issues
| Issue | Plaintiff's Argument (Ginn) | Defendant's Argument (Martin) | Held |
|---|---|---|---|
| Proper hourly rate for contractual attorney‑fee award | Use actual hourly rates charged by Ginn’s Columbus counsel | Trial court should apply local (Fayette County) prevailing rate | Trial court did not abuse discretion; local $250 rate and fee reduction were reasonable |
| Sufficiency of damages: lost profits vs. revenues | Ginn presented historical and contemporaneous revenue evidence and testimony that overhead unchanged, so revenues equated to lost profits | Ginn proved only lost revenues, not lost profits with sufficient certainty | Evidence was legally sufficient; jury could reasonably find lost profits based on past performance |
| Meaning of "within 30 miles" (straight‑line v. driving distance) | Contract language is plain; "within" means straight‑line distance | Parties had differing subjective understandings; parol evidence should be admissible to show lack of meeting of the minds | Phrase is unambiguous and means straight‑line distance; contract fully integrated, so parol evidence excluded |
Key Cases Cited
- Bittner v. TriCounty Toyota, Inc., 58 Ohio St.3d 143 (trial‑court abuse‑of‑discretion standard for attorney‑fee determinations)
- Blakemore v. Blakemore, 5 Ohio St.3d 217 (standard for finding abuse of discretion)
- Nottingdale Homeowners' Assn., Inc. v. Darby, 33 Ohio St.3d 32 (American Rule and enforceability of contractual fee clauses)
- Wilborn v. Bank One Corp., 121 Ohio St.3d 546 (enforcement of contractual fee provisions when fees are reasonable)
- State v. Shepherd, 61 Ohio St.2d 328 (ordinary meaning of "within" implies straight‑line distance)
- Alexander v. Buckeye Pipe Line Co., 53 Ohio St.2d 241 (common‑word interpretation; plain meaning controls)
- AGF, Inc. v. Great Lakes Heat Treating Co., 51 Ohio St.3d 177 (lost‑profits damages can often be proven from past performance)