Innovative Business Technologies, L.L.C. v. Ohio State Univ.
2021 Ohio 2403
| Ohio Ct. Cl. | 2021Background
- Plaintiff Innovative Business Technologies, LLC (IBT) contracted with The Ohio State University (OSU) for two College of Engineering projects: an Active Directory (AD) Project and an SCCM Project.
- Bench trial: court found OSU breached the parties’ two contracts and is liable for damages proximately caused by those breaches.
- The court concluded IBT did not prove OSU tortiously interfered with IBT’s subcontractor contracts (Syllogistic Group, LenMar).
- SCCM contract was paid in full ($74,300); court awarded no SCCM damages.
- For the AD contract the court awarded IBT lost profits of $8,385.55 and prejudgment interest from June 23, 2017.
- Court held IBT is contractually entitled to reasonable attorney fees; IBT must file an affidavit of fees and parties may agree or proceed to an evidentiary hearing.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Tortious interference with subcontractor contracts | OSU intentionally procured breaches of IBT’s agreements with subcontractors | OSU did not intentionally procure breaches; lack of proof | IBT failed to prove intentional procurement; tortious-interference claim denied |
| Measure and amount of contract damages | IBT sought full contractual service fee and waiting-time costs totaling ~$2.15M | OSU disputed IBT’s calculations and asserted failure to negotiate in good faith | Court awarded lost profits of $8,385.55 for the AD contract; no SCCM damages (paid in full) |
| Prejudgment interest entitlement and accrual date | IBT sought prejudgment interest on awarded damages | OSU's arguments on compensation not persuasive | Prejudgment interest awarded at statutory rate, accruing from June 23, 2017 |
| Contractual entitlement to attorney fees | IBT argued contract entitles prevailing party to reasonable fees (Sections 7 & 12) | OSU contended contract merely allows IBT to "seek" fees (no clear promise) | Court interpreted provisions as binding fee-shifting for prevailing party; IBT to submit affidavit of fees |
Key Cases Cited
- Weishaar v. Strimbu, 601 N.E.2d 587 (Ohio App. 1991) (burden: preponderance of the evidence for tort claims)
- Fred Siegel Co., L.P.A. v. Arter & Hadden, 707 N.E.2d 853 (Ohio 1999) (elements of tortious interference with contract)
- Kenty v. Transamerica Premium Ins. Co., 650 N.E.2d 863 (Ohio 1995) (tortious-interference framework)
- Allen, Heaton & McDonald, Inc. v. Castle Farm Amusement Co., 86 N.E.2d 782 (Ohio 1949) (lost-profit measure for prevented performance)
- Charles R. Combs Trucking, Inc. v. Internatl. Harvester Co., 466 N.E.2d 883 (Ohio 1984) (standards for recovering lost profits in contract breach)
- Royal Elec. Constr. Corp. v. Ohio State Univ., 652 N.E.2d 687 (Ohio 1995) (prejudgment interest on judgments against the state)
- Skivolocki v. E. Ohio Gas Co., 313 N.E.2d 374 (Ohio 1974) (contract interpretation: give words ordinary meaning)
- Alexander v. Buckeye Pipeline Co., 374 N.E.2d 146 (Ohio 1978) (contract interpretation preferring meanings that give contract vitality)