Kish v. Magyar
2016 Ohio 7355
| Ohio Ct. App. | 2016Background
- Kish sold 36 acres to the Magyars in Sept. 2012; the purchase agreement stated buyer to receive mineral, timber, and surface rights but also acknowledged Kish would collect any "bonus money" paid by NELA and was "subject to review of current lease and verification of release of original gas and oil lease."
- Prior to sale, Kish had leased oil & gas rights to NELA (Jan. 2012) and was entitled to a per-acre bonus upon assignment of that lease.
- After the sale, Magyars executed a new oil & gas lease with Beland (Dec. 2012) and received a ~$153,000 lease bonus; a release of Kish’s lease with NELA was recorded shortly before.
- Kish sued for breach of implied duty of good faith and fair dealing, conversion, fraudulent inducement, unjust enrichment, and sought an accounting; Magyars moved to dismiss under Civ.R. 12(B)(6).
- Magistrate recommended dismissal; trial court dismissed Kish’s objections for failure to file a hearing transcript and then adopted the magistrate’s decision. Kish appealed, arguing (among other things) the court improperly required a transcript and that his pleadings stated viable claims.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether Kish pleaded breach of implied duty of good faith and fair dealing | Kish alleged Magyars opportunistically thwarted his ability to receive the NELA bonus despite contract language protecting that interest | Magyars argued facts do not show breach as a matter of law | Court reversed dismissal — allegations suffice to survive 12(B)(6) |
| Whether Kish pleaded fraudulent inducement with required particularity | Kish alleged defendants knowingly promised he would receive the bonus to induce sale while secretly intending to prevent him from getting it | Magyars argued fraud elements not pleaded or proven at pleading stage | Court held fraud pled with sufficient particularity under Civ.R.9(B) to survive dismissal |
| Whether Kish pleaded conversion and unjust enrichment | Kish alleged Magyars wrongfully obtained and retained the $153,000 bonus that should have been his | Magyars argued plaintiff cannot identify specific money or state a legal claim | Court held conversion and unjust enrichment claims survive 12(B)(6) presuming pleadings true |
| Whether trial court properly required transcript under Civ.R. 53(D)(3)(b)(iii) to consider objections to magistrate decision | Kish argued the magistrate’s dismissal under Civ.R.12(B)(6) was legal, so factual transcript was unnecessary | Magyars relied on trial court’s finding that factual findings were made and a transcript was required | Court held trial court misapplied Civ.R.53 — transcript requirement inapplicable to pure legal 12(B)(6) dismissal; rejecting objections on transcript ground was error |
Key Cases Cited
- O'Brien v. University Community Tenants Union, 42 Ohio St.2d 242 (1975) (standard for dismissing complaint under Civ.R.12(B)(6))
- Volbers-Klarich v. Middletown Mgmt., 125 Ohio St.3d 494 (2010) (elements of fraud claim)
- Burr v. Stark Cty. Bd. of Comm'rs, 23 Ohio St.3d 69 (1986) (fraud elements statement)
- State ex rel. Drake v. Athens Cty. Bd. of Elections, 39 Ohio St.3d 40 (1988) (12(B)(6) dismissal does not require factual findings)
- Cleveland Elec. Illum. Co. v. Pub. Util. Comm., 76 Ohio St.3d 521 (1996) (de novo review for legal questions on dismissal)