John D. Smith Co., LPA v. Lipsky, 2020 Ohio 3985

John D. Smith Co., LPA (the Smith Firm) agreed to represent both Daniel S. Lipsky (individually) and his company, Nationwide Biweekly Administration, Inc. (NBA), in California litigation under a July 8, 2016 engagement letter setting hourly rates and billing practices.
Lipsky signed the engagement letter without a corporate-designation next to his signature; earlier, he had signed a different, more explicit corporate engagement for another matter.
NBA paid most invoices through January 2017; disputes over large February–March 2017 invoices followed Lipsky’s disclosure that his assets were dwindling and his proposal to alter payment terms.
After demands for a $125,000 retainer and unpaid invoices, Smith and co-counsel moved to withdraw from the California case in March 2017; they were permitted to withdraw and Smith billed for work through withdrawal.
The Smith Firm sued Lipsky (and NBA) for unpaid fees; Lipsky later represented himself at trial on the claim against him personally. A jury awarded the firm $66,427.74; the trial court denied a new-trial motion and the appellate court affirmed.

Issue	Plaintiff's Argument	Defendant's Argument	Held
1) Whether Lipsky is individually liable for unpaid fees under the engagement letter	Smith Firm: Lipsky signed the engagement that covered his individual representation and thus is personally liable.	Lipsky: Contract language and billing to the company show NBA alone agreed to pay; he signed only as corporate officer.	Court: Affirmed individual liability — Lipsky signed without corporate designation and contract language did not unambiguously negate personal liability; parol evidence supported that Lipsky expected to fund fees personally.
2) Whether the trial court erred by instructing the jury on quantum meruit	Smith Firm: Quantum meruit is an appropriate alternate remedy if contract was repudiated and the firm conferred a benefit before withdrawal.	Lipsky: Quantum meruit should not be submitted because an express contract governed payment and the firm never pleaded quasi-contract.	Court: Instruction proper under these facts because Lipsky’s breach/repudiation defense put contract existence at issue; quantum meruit could apply if jury found the contract was repudiated and the firm’s services were nevertheless accepted.

Eastley v. Volkman, 132 Ohio St.3d 328 (2012) (standard for sufficiency and manifest-weight review)
State v. Thompkins, 78 Ohio St.3d 380 (1997) (manifest-weight analysis)
DeHass v. Atty. Gen., 10 Ohio St.2d 230 (1967) (defers to factfinder on witness credibility)
Spicer v. James, 21 Ohio App.3d 222 (1985) (officer’s signature without corporate designation can create personal liability)
Aungst v. Creque, 72 Ohio St. 551 (1905) (contract construed to bind principal not agent when intent is clear)
Fox & Assocs. Co., L.P.A. v. Purdon, 44 Ohio St.3d 69 (1989) (discharged attorney may recover reasonable value via quantum meruit)
Kostelnik v. Helper, 96 Ohio St.3d 1 (2002) (elements required to form a contract)
Paugh & Farmer, Inc. v. Menorah Home for Jewish Aged, 15 Ohio St.3d 44 (1984) (explains quasi-contract/quantum meruit remedy)