Kennedy v. Stadtlander, 2021 Ohio 1954

Kennedy was a minority shareholder (approx. 30–35%) and COO of Consoliplex; George Stadtlander (later via the Stadtlander Family Trust) was the sole manager and majority owner.
Consoliplex’s 2014 Operating Agreement contained a multi-step dispute-resolution clause (mediation then binding arbitration for Claims arising out of or related to the Agreement) and separate provisions for consent to jurisdiction and "Specific Performance."
After Kennedy’s employment was terminated in Dec. 2019, he sought to audit the company records and exercise sale rights; Appellants refused; mediation failed.
On April 20, 2020, Kennedy sent a "Notice of Demand for Binding Arbitration" under Section 12.2; less than two weeks later he filed the May 4, 2020 court complaint seeking declaratory relief, specific performance, injunctions, statutory damages, and attorneys’ fees for bad faith.
Appellants moved to compel arbitration and stay the case; the trial court denied the motion, concluding the Specific Performance clause reserved equitable relief to the courts and thus nullified arbitration for those claims.
On appeal the Eighth District reversed: it found Kennedy had invoked arbitration and that the Specific Performance/consent-to-jurisdiction provisions did not negate the arbitration clause as to the claims at issue (including those seeking monetary relief).

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether the parties agreed to arbitrate claims arising from the Operating Agreement	Kennedy argued he proceeded to court for equitable relief and the Agreement’s Specific Performance/consent-to-jurisdiction provisions reserved enforcement actions for courts	Appellants argued the arbitration clause covers any Claim "arising out of or related to" the Agreement and Kennedy had already served a demand for binding arbitration	Court held Kennedy invoked and agreed to arbitrate by sending the April 20 arbitration demand; his claims fall within the arbitration clause and the trial court erred in denying the motion to compel arbitration
Whether the Specific Performance clause or consent-to-jurisdiction language removes equitable claims from arbitration	Kennedy argued Sections 15.11 and 15.12 show the parties intended specific performance and equitable relief to be resolved in court, not by arbitration	Appellants argued those provisions do not displace the Agreement’s broad arbitration clause and Kennedy sought monetary relief (attorney fees/statutory damages) which is arbitrable	Court held the Specific Performance/consent provisions do not defeat arbitration here; because Kennedy sought monetary damages (including bad-faith attorneys’ fees and statutory damages) his claims are not exempt and are subject to arbitration

Hayes v. Oakridge Home, 122 Ohio St.3d 63 (2009) (recognizes strong public policy favoring arbitration)
Taylor Bldg. Corp. of Am. v. Benfield, 117 Ohio St.3d 352 (2008) (scope of arbitration turns on contract language)
Taylor v. Ernst & Young, L.L.P., 130 Ohio St.3d 411 (2011) (arbitrability determined by ordinary contract principles)
Williams v. Aetna Fin. Co., 83 Ohio St.3d 464 (1998) (presumption favoring arbitration when claim falls within the arbitration provision)
Academy of Medicine of Cincinnati v. Aetna Health, Inc., 108 Ohio St.3d 185 (2006) (doubts as to arbitrability resolve in favor of arbitration)
Moses H. Cone Mem. Hosp. v. Mercury Constr. Corp., 460 U.S. 1 (1983) (federal policy strongly favors arbitration and staying litigation)
Council of Smaller Ent. v. Gates, McDonald & Co., 80 Ohio St.3d 661 (1998) (cannot compel arbitration without party agreement)
Wilborn v. Bank One Corp., 121 Ohio St.3d 546 (2009) (American Rule on attorney fees and available exceptions)