2022 Ohio 18
Ohio Ct. App.2022Background
- Paula Redman (beneficiary) sued Veres, Cornerstone, and others for breach of fiduciary duty/ malpractice related to management of multiple family trusts; parallel Florida and probate disputes existed.
- Parties executed a written Confidential Global Settlement Agreement and Release (GSA) in November 2018 resolving the Ohio case and related disputes (including Florida and probate matters).
- GSA required mediation of trustee-related claims and allowed a subsequent probate declaratory action only if Veres was named solely as a nominal party and not accused of wrongdoing.
- Redman filed a probate declaratory action seeking trust interpretation and related relief that included Counts alleging breach and damages against Veres.
- Veres moved to enforce the GSA; the trial court found Redman breached the GSA, ordered mediation and that Redman modify the probate pleading to name Veres only as a nominal party, and awarded Veres attorney fees.
- Redman appealed, challenging enforcement of the GSA and the award of attorney fees; the appellate court affirmed.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the GSA required mediation and limited Redman to a probate declaratory action naming Veres only as a nominal party | Redman: Trust-interpretation issues are purely legal and outside GSA; mediation would be futile; Veres lacks "sole authority" | Veres: GSA expressly covers disputes over the trusts and requires mediation; GSA contemplates probate declaratory relief with Veres as nominal party | Held: GSA unambiguous; it covers the probate dispute, requires mediation first, and permits probate suit only with Veres as nominal party |
| Whether Counts II and III of the probate complaint (breach/damages) violate the GSA | Redman: Counts merely state facts and do not accuse wrongdoing; not barred | Veres: Those counts seek damages and accuse trustee breaches, violating the GSA's prohibition on suing Veres for wrongdoing | Held: Counts II and III violate the GSA; they are not permissible under its terms |
| Whether the trial court lacked jurisdiction to order amendment of a pleading in another division | Redman: Trial court cannot dictate pleadings in a separate probate action | Veres: Trial court retained jurisdiction to enforce the settlement between the parties | Held: Although the court cannot control probate pleadings directly, it may enforce the GSA and require the party to comply (i.e., amend its pleadings) or face sanctions |
| Entitlement to attorney fees for enforcing the settlement | Redman: No fees because she did not breach the GSA | Veres: Fees are recoverable as damages incurred to enforce the settlement due to breach | Held: Because Redman breached the GSA, Veres is entitled to reasonable attorney fees incurred to enforce it; court directed fee submission |
Key Cases Cited
- Rulli v. Fan Co., 79 Ohio St.3d 374 (1997) (settlement agreements are contracts requiring meeting of the minds)
- Kostelnik v. Helper, 96 Ohio St.3d 1 (2002) (Ohio prefers settlements be memorialized in writing)
- Noroski v. Fallet, 2 Ohio St.3d 77 (1982) (contract formation principles)
- Continental W. Condominium Unit Owners Assn. v. Howard E. Ferguson, Inc., 74 Ohio St.3d 501 (1996) (appellate review when contract interpretation is at issue)
- In re Arnott, 190 Ohio App.3d 493 (2010) (probate proper forum for trust interpretation)
- State ex rel. Yeaples v. Gall, 141 Ohio St.3d 234 (2014) (definition and treatment of a nominal party)
- Turoczy Bonding Co. v. Mitchell, 118 N.E.3d 439 (2018) (standards for reviewing enforcement of settlement agreements)
- Chirchiglia v. Ohio Bur. of Workers' Comp., 138 Ohio App.3d 676 (2000) (distinguishing evidentiary findings from legal questions on appeal)