Background

• Richard Palmer sued derivatively on behalf of Hall Contracting Services, Inc. (HCS) alleging majority-share transfers and vote control by Robert and Judith Bowers harmed the company.
• Palmer sought injunctive relief and a temporary restraining order (TRO) to stop the Bowerses from voting HCS shares and from disseminating or using company assets and secrets; an agreed written order was entered at the TRO hearing.
• The agreed order (Nov. 27, 2012) barred Judith Bowers from issuing shareholder meeting notices or voting any HCS shares during the order’s pendency; in return Palmer withdrew his motion to enjoin an equipment auction and proceeds were to be used in the ordinary course of business.
• Months later, the Bowerses moved to vacate the agreed order so Judith could call a shareholders meeting and vote her shares; their initial motion did not invoke Civ.R. 60(B), but their later reply did cite Civ.R. 60(B)(4) and (5).
• The trial court granted the motion and vacated the agreed order, concluding circumstances had changed and monetary damages would likely suffice; Palmer appealed, arguing the court lacked authority to vacate the agreed order absent a timely and properly supported Civ.R. 60(B) motion.
• The appellate court affirmed, holding the trial court retained jurisdiction to modify interlocutory relief while the case remained pending, so Civ.R. 60(B) was not required.

Issues

Key Cases Cited

• Pitts v. Ohio Dep’t of Transp., 67 Ohio St.2d 378 (1981) (trial court actions taken after final judgment without rule-based authority are void)