Pinnell v. Cugini & Cappoccia Builders, Inc.
2014 Ohio 669
Ohio Ct. App.2014Background
- Pinnell et al. sued Cugini & Cappoccia Builders, Inc. (C&C), Denis King, and Paul Cugini over a Dillmont Property venture and alleged breach of the operating agreement and civil conspiracy.
- Pinnell/PinnellEstate and Cavanaugh were to own 25% interests; Ufficio, LLC was formed as a holding entity for the Dillmont Property.
- An amended operating agreement revised membership; HUD closing records misnamed C&C as seller, shifting proceeds to King and Cugini.
- C&C counterclaimed that Pinnell and Cavanaugh failed to contribute $20,000 each as initial capital and sought damages.
- Appellants moved for summary judgment or, in the alternative, to stay proceedings for mediation/arbitration under Section 10.4; appellees argued waiver of arbitration.
- The magistrate and trial court ultimately held that Section 10.4 did not mandate mediation/arbitration and that appellants waived arbitration; the trial court denied the stay and summary judgment.]
- The sole issue on appeal is whether the trial court abused its discretion by denying the motion to stay pending mediation/arbitration.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Waiver of arbitration under the operating agreement | Pinnell argued no waiver occurred; Section 10.3(f) requires written waiver | C&C argued waiver occurred by conduct and delay in requesting stay | Waiver found; right to arbitrate waived based on totality of circumstances |
Key Cases Cited
- Hayes v. Oakridge Home, 122 Ohio St.3d 63 (Ohio 2009) (strong policy favoring arbitration; stay available under RC 2711.02(B))
- Taylor Bldg. Corp. of Am. v. Benfield, 117 Ohio St.3d 352 (Ohio 2008) (arbitration favored; contract validity considerations)
- Williams v. Aetna Fin. Co., 83 Ohio St.3d 464 (Ohio 1998) (arbitration enforceability and public policy)
- Kelm v. Kelm, 68 Ohio St.3d 26 (Ohio 1993) (arbitration as preferred remedy; reduces court burden)
- Ignazio v. Clear Channel Broadcasting, Inc., 113 Ohio St.3d 276 (Ohio 2007) (strong presumption in favor of arbitration; resolve doubts for arbitration)
- ABM Farms, Inc. v. Woods, 81 Ohio St.3d 498 (Ohio 1998) (arbitration clause as contract within a contract; severability of arbitration)
- Tinker v. Oldaker, 2004-Ohio-3316 (Ohio 2004) (totality of circumstances; factors supporting waiver)
- Snowville Subdivision Joint Venture Phase I v. Home S. & L. of Youngstown, Ohio, 2012-Ohio-1342 (Ohio 2012) (written waiver can be inferred from conduct; contract terms interpreted)
- Battle v. Bill Swad Chevrolet, Inc., 140 Ohio App.3d 185 (Ohio App.3d 2000) (arbitration clause independent of contract breaches; enforcement considerations)