Organ Cole, L.L.P. v. Andrew
2021 Ohio 924
Ohio Ct. App.2021Background
- Plaintiff Organ Cole, LLP was retained in 2012 to collect a 2011 judgment; fee agreement provided 15% (prehearing) or 20% (if hearing required) of "Net Recovery."
- After a hearing Organ Cole obtained a settlement that transferred most debtor assets (including IP and marketing materials) to a new entity, Retail Service Systems, Inc. (RSS); Organ Cole claims a 20% interest or 20% of the assets' value (~$345,000) and sued for unpaid fees.
- During discovery Organ Cole sought RSS financials (tax returns, statements, projections since 2013); RSS objected, asserting the material contained trade secrets and moved for a protective order.
- The trial court granted Organ Cole's motion to compel production but ordered the parties to prepare an agreed protective order and submit it to the court before the production deadline.
- RSS and Andrew appealed the discovery order as a final, appealable order; Organ Cole moved to dismiss the appeal for lack of jurisdiction, arguing the trial court provided adequate safeguards by requiring a protective order.
- The appellate court held the trial-court order was not a final, appealable order because it required and reserved review of an appropriate protective order, so the court sustained Organ Cole's motion and dismissed the appeal.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the order compelling production of financial documents alleged to be trade secrets is a final, appealable order under R.C. 2505.02(B)(4) | Organ Cole: not appealable — trial court required an agreed protective order and reserved review, providing adequate safeguards | Andrew/RSS: appealable — order compels production of alleged trade secrets, court failed to hold hearing or conduct in-camera review and did not define protective-order terms | Not final/appealable; appellate court lacked jurisdiction because the trial court imposed adequate safeguards by requiring submission and court review of a protective order |
| Whether the appellate court should resolve merits (trade-secret status / need for in-camera review) | Organ Cole: merits premature and not for interlocutory review because safeguards exist | Andrew/RSS: court should reach merits because disclosure is irreversible and order compelled sensitive materials | Appellate court declined to reach merits; those arguments remain for later review after final judgment or if safeguards are not honored |
Key Cases Cited
- Dispatch Printing Co. v. Recovery L.P., 166 Ohio App.3d 118 (2006) (discovery order disclosing trade secrets can be final and appealable, but trial-court safeguards—e.g., protective orders and court oversight—can render the order nonappealable)