Guehl v. Carillon House Assn., Inc.
2017 Ohio 5491
Ohio Ct. App. 9th2017Background
- Plaintiff Robert Guehl (and co-plaintiff) owned a condominium in the Carillon House condo association and sued the association and board members over alleged failures in reserve budgeting, maintenance, and resulting special assessments that harmed unit values and mortgage interests.
- After several amendments and dismissals, Guehl added Kaman & Cusimano, LLC (Carillon’s counsel) in a second amended complaint and asserted Count Five: legal malpractice against Kaman for allegedly advising that special assessments could be waived in contravention of R.C. 5311.081(a)(1).
- Kaman moved to dismiss Count Five under Civ.R. 12(B)(6) arguing Guehl lacked standing because no attorney-client relationship or privity existed between Guehl and Kaman.
- The trial court granted dismissal of Count Five and certified the order under Civ.R. 54(B); Guehl appealed only the dismissal of the malpractice count.
- The appellate court treated the dismissal de novo, first confirmed appellate jurisdiction (final appealable order), then held Guehl failed to plead an attorney-client relationship or privity with Kaman and therefore lacked a viable malpractice claim.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the dismissal of Count Five is appealable | Guehl argued dismissal deprived him of remedy and was final as certified | Kaman relied on trial court’s Civ.R. 12(B)(6) dismissal and asserted no error in certification | Court held order was final/appealable under R.C. 2505.02 and Civ.R. 54(B) analysis (claims were separable) |
| Whether an attorney-client relationship existed between Guehl and Kaman | Guehl alleged he was an owner and board member and therefore a client; claimed communications with Kaman created reasonable belief of representation | Kaman argued corporate counsel represents the association, not individual owners or board members, and no facts show anyone with authority retained counsel for Guehl | Court held no attorney-client relationship: corporate counsel represents the organization acting through agents; communications with board members did not create individual client status |
| Whether Guehl is in privity with Carillon (allowing third-party suit) | Guehl argued interests aligned and prior communications support privity or substitute for direct relationship | Kaman argued privity absent because owners’ and association’s interests diverge and statute and case law limit privity to narrow contexts | Court held no privity: interests were not concurrent/mutual, and Ohio law does not extend privity to shareholders/unit owners absent special circumstances |
| Whether pleadings/supporting materials required conversion to summary judgment | Guehl faulted the court for considering outside facts and ignoring submitted evidence | Kaman maintained dismissal proper under the pleadings; court need not consider extra-pleading materials | Court exercised discretion not to convert to summary judgment and did not abuse discretion in excluding outside materials |
Key Cases Cited
- Shoemaker v. Gindlesberger, 887 N.E.2d 1167 (Ohio 2008) (elements of legal-malpractice claim; privity requirement for third-party suits)
- New Destiny Treatment Ctr., Inc. v. Wheeler, 950 N.E.2d 157 (Ohio 2011) (corporate counsel represents organization acting through constituents; no allegiance to individual shareholders/directors)
- Omega Riggers & Erectors, Inc. v. Koverman, 65 N.E.3d 210 (Ohio App.) (discussion of limits on third-party malpractice claims and privity substitutes)
- LaMusga v. Summit Square Rehab, L.L.C., 43 N.E.3d 504 (Ohio App.) (analysis on Civ.R. 54(B) final-appealable-order when claims are separable)
- Wisintainer v. Elcen Power Strut Co., 617 N.E.2d 1136 (Ohio 1993) (trial court’s Civ.R. 54(B) factual determination entitled to presumption of correctness)
- Denham v. New Carlisle, 716 N.E.2d 184 (Ohio 1999) (order final and appealable only if it meets Civ.R. 54(B) and R.C. 2505.02)
- Chef Italiano Corp. v. Kent State Univ., 541 N.E.2d 64 (Ohio 1989) (order determines action and prevents judgment when it disposes of a distinct branch of the case)
- Seasons Coal Co. v. Cleveland, 461 N.E.2d 1273 (Ohio 1984) (standard for appellate deference to trial court factual findings)