Ohio Metal Servs., L.L.C. v. All-In Metals, 2013 Ohio 2174

Ohio Metal and All-In settled over the sale of All-In’s steel inventory then contemplated Ohio Metal’s assumption of an ownership interest and a broker arrangement for sale of remaining steel.
Settlement/broker terms: Glause acts as All-In’s broker for one year to sell remaining inventory for 1/3 of gross profits; expanded by six months if gross sales exceed $300,000; ‘gross sales’ defined as cash in hand and all proceeds go to a receiver; inventory management and reporting requirements imposed.
The broker period expired September 21, 2011 without reaching $300,000 in cash proceeds; certain post-expiration sales occurred, with some proceeds kept by Ohio Metal/Glause as barter, contrary to the agreement.
All-In sought enforcement of the settlement, retrieval of its inventory, and, later, sanctions for noncompliance; the trial court held that a material breach occurred, terminated the broker agreement, and ordered return of All-In’s inventory; subsequent motions led to further orders and sanctions against Ohio Metal/Glause for contempt.
Appeals were consolidated; the appellate court upheld the trial court’s termination of the broker agreement, denial of the six-month extension, and sanctions against Ohio Metal/Glause.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether the trial court erred in considering the six-month extension despite being raised only at the hearing.	Ohio Metal/Glause contend they were not asserting extension grounds in the motion.	All-In maintained the extension issue was properly raised at the hearing.	No error; extension issue properly considered.
Whether Ohio Metal/Glause had satisfied gross sales to trigger the extension and thus were entitled to the extension dies.	Ohio Metal/Glause claim they achieved the required gross sales; extension warranted.	Gross sales were not met; only $206,213.56 cash in hand; extension not triggered.	Broker agreement expired; no extension awarded.
Whether sanctions and fees were properly awarded for contempt and whether due process/notice issues invalidated the rulings.	Ohio Metal/Glause argue lack of notice and improper sanction procedure.	Court afforded opportunity to respond; contempt supported by repeated noncompliance.	Sanctions upheld; court did not err in awarding fees and contempt.

Dellagnese Const. Co. v. Nicholas, 2006-Ohio-4350 (9th Dist. 2006) (contract interpretation standard / de novo review of legal questions)
Cook Family Invests. v. Billings, 2006-Ohio-764 (9th Dist. 2006) (review of settlement enforcement and related remedies)