2015 Ohio 253
Ohio Ct. App.2015Background
- Parmater co-founded GrooveJob.com, Inc. with Hunegnaw; Parmater was removed from the board and as VP in 2002.
- GJ Inc.'s articles of incorporation were canceled by the Ohio Secretary of State (2002 on file; later).
- Hunegnaw formed GrooveJob, LLC (GJ LLC) in 2004 to operate GrooveJob.com.
- Internet Brands purchased GrooveJob.com and related assets from GJ LLC (renamed Hunegnaw Enterprises) in Oct. 2008 for $850,000.
- Parmater sued Internet Brands, Hunegnaw, and Hunegnaw Enterprises; amended/relitigated claims in 2013; trial court granted summary judgment for Internet Brands and entered default judgment against Hunegnaw in 2014; Parmater appeals.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Standing of GJ Inc. to sue | GJ Inc. should sue regardless of cancellation | GJ Inc. was canceled; cannot sue except winding up | GJ Inc. lacked standing; claims on behalf of nominal plaintiff warranted summary judgment |
| Parmater's individual claims against Internet Brands | Internet Brands violated rights through purchase of assets | No ownership/unauthorized acts by Internet Brands; no evidence of conversion or IP ownership | Internet Brands entitled to summary judgment on Parmater's individual claims |
| Unjust enrichment and civil conspiracy claims | Parmater conferred benefits; defendants unjustly retained | No benefit to Internet Brands; no underlying tort supporting conspiracy | No genuine issues; judgments in Internet Brands' favor on these claims |
| Motion to compel discovery | Requests were relevant and necessary | Requests overly broad; extraordinary effort required | Court did not abuse discretion; denial upheld |
Key Cases Cited
- Dresher v. Burt, 75 Ohio St.3d 280 (Ohio 1996) (summary judgment burden on movant)
- Coventry Twp. v. Ecker, 101 Ohio App.3d 38 (Ohio App. 9th Dist. 1995) (summary judgment standard, Civ.R.56)
- Mack Constr. Dev. Corp. v. Austin Smith Constr. Co., 65 Ohio App.3d 402 (Ohio App. 12th Dist. 1997) (standing and corporate authority concepts)
- Superior Piping Contrs., Inc. v. Reilly Industries, Inc., 2003-Ohio-6347 (Ohio App. 8th Dist. 2003) (limitations on authority post-cancellation)
- Consol. Freightways Corp. v. Allred, 10th Dist. No. 91AP-747 (1991) (definition of winding up corporate affairs)
- Hummel v. Hummel, 133 Ohio St.3d 520 (Ohio 2012) (unjust enrichment where express contract governs)