2011 Ohio 3523
Ohio Ct. App.2011Background
- Meyers, Marks, and Roberts formed Southpoint Business Park LLC with 33⅓% interests each; Amended Agreement later made Meyers and Marks 50/50.
- Meyers filed in 2009 for judicial dissolution of Southpoint, alleging Marks mismanaged, failed to account, and failed to provide records; Meyers sought a receiver.
- Marks moved to stay proceedings and compel mediation and, if needed, arbitration under Agreement 9.17; Meyers opposed, arguing dissolution is not arbitrable and membership issues are not arbitrable.
- Trial court granted receiver and stayed proceedings for mediation, reserving jurisdiction on judicial dissolution; later, Meyers filed an amended complaint alleging deadlock and requesting dissolution and a receiver.
- In 2010, the court appointed a receiver and ordered mediation; subsequently, Meyers sought to dismiss the amended complaint; Marks opposed, arguing Civ.R. 66 applies due to the receiver.
- September 17, 2010 judgment entered arbitration on certain issues, and denied Meyers’ motion to dismiss; Meyers appealed claiming error in arbitrating dissolution and membership rights.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether judicial dissolution is arbitrable | Meyers argues dissolution is non-arbitrable under the statute and court has exclusive jurisdiction. | Marks argues broad Agreement arbitration provision covers dissolution. | Arbitrable; dissolution issue referred to arbitration. |
| Whether Marks’ membership/management rights are arbitrable | Meyers contends Marks had no membership rights absent initial capital contributions, so no management rights to arbitrate. | Marks contends his rights arise under the Agreement and are arbitrable. | Arbitrable; membership/management rights must be arbitrated under the broad clause. |
| Whether the denial of leave to dismiss amended complaint is final | Meyers argues the denial is a final adverse ruling on a vital right. | Marks contends Civ.R. 66 prevents dismissal without court order; order not final for appeal. | Not a final appealable order; this assignment is not reviewable. |
Key Cases Cited
- Council of Smaller Ents. v. Gates, McDonald & Co., 80 Ohio St.3d 661 (1998) (arbitrability question for judicial determination; broad arbitration presumption)
- Alexander v. Wells Fargo Fin. Ohio 1 Inc., 122 Ohio St.3d 341 (2009) (broad arbitration clause covers disputes arising under agreement)
- Academy of Medicine of Cincinnati v. Aetna Health, Inc., 108 Ohio St.3d 185 (2006) (presumption of arbitrability; express coverage of disputes arising under agreement)
- Williams v. Aetna Fin. Co., 83 Ohio St.3d 464 (1998) (arbitration clauses are valid, enforceable; broad coverage)