Perkins v. Gorski
2013 Ohio 265
| Ohio Ct. App. | 2013Background
- Perkins and Gorski formed ArcAlloy and Elyria Investments in 2008 amid a business dispute.
- Perkins sued in 2011 alleging Bfiduciary breaches and sought accounting, records, and dissolution.
- The court entered an order on Sept. 1, 2011 prohibiting extraordinary expenditures without mutual approval and creating an escrow arrangement.
- A receiver was appointed in Dec. 2011 to oversee ArcAlloy; duties were clarified in Feb. 2012.
- In March 2012 Perkins moved to hold Gorski in contempt for expenditures exceeding $80,000 after Jan. 2012.
- The May 31, 2012 contempt order found Gorski in contempt and awarded $61,189.92, but the court later reversed on appeal due to ambiguity in the key term.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether 'extraordinary expenditures' was ambiguous | Gorski contends the term was unclear and subject to interpretation. | Gorski asserts the Sept. 1, 2011 order clearly prohibited certain expenditures and allowed business as usual. | Ambiguity found; contempt reversed |
| Whether the contempt finding was supported by clear and convincing evidence | Perkins argues there were improper expenditures violating the Sept. 1 order. | Gorski contends expenditures were ordinary and within permissible operations given ambiguity. | Issue moot after reversal for ambiguity |
Key Cases Cited
- State ex rel. Corn v. Russo, 90 Ohio St.3d 551 (Ohio 2001) (civil contempt standard; clear and convincing evidence required)
- Windham Bank v. Tomaszczyk, 27 Ohio St.2d 55 (Ohio 1971) (contempt serves dignity and unimpeded justice)