2018 Ohio 3304
Ohio Ct. App.2018Background
- Quest and Job1 entered a 2007 profit‑sharing staffing agreement (PSA); Job1 terminated it in 2012. The only significant referral was the Yamada account.
- Job1’s CFO prepared income statements showing Yamada operating at a loss each year 2008–2012; Job1 deducted a 3% “add‑on” charge (shared corporate costs) and various direct expenses.
- Quest disputed many deductions: (1) it argued the 3% add‑on should not reduce “profits,” (2) many direct expenses had no supporting documentation as required by the PSA, and (3) workers’ compensation (WC) figures were inconsistent and likely understated to BWC.
- On remand from an earlier appeal (Quest I), the trial court accepted Quest member Hackett’s damage calculations, excluded undocumented expenses, used BWC payment records for WC costs, but also excluded Job1’s 3% add‑on deductions and awarded $418,911 plus prejudgment interest (later amended to $499,480).
- The appellate court reversed: it upheld exclusion of undocumented expenses and use of BWC payment data, but held the trial court erred by disallowing Job1’s contractual 3% add‑on deductions; it modified damages downward to $185,627.34 and remanded to determine prejudgment interest properly.
Issues
| Issue | Plaintiff's Argument (Quest) | Defendant's Argument (Job1) | Held |
|---|---|---|---|
| Whether the trial court’s damages award was supported (proper exclusions and use of evidence) | Quest relied on Hackett’s calculations, excluded undocumented expenses, used BWC payments for WC, and removed 3% add‑ons | Job1 argued the court ignored its evidence showing Yamada was unprofitable and that the PSA permitted the 3% add‑on deductions | Court: trial court properly excluded undocumented expenses and used BWC payments, but erred by excluding the contractually allowed 3% add‑on deductions; damages modified to $185,627.34 (abuse of discretion for excluding add‑ons) |
| Whether prejudgment interest was properly awarded without a separate hearing and with adequate findings on accrual date and rate | Quest: no hearing required; trial record sufficed for accrual date and interest calculation | Job1: prejudgment interest improper without evidentiary hearing to fix when damages became due | Court: no hearing required, but trial court abused discretion by not specifying when interest began and what rate applied; remanded to determine prejudgment interest consistent with decision |
Key Cases Cited
- Decastro v. Wellston City School Dist. Bd. of Edn., 94 Ohio St.3d 197 (2002) (damages for breach of contract aim to place non‑breaching party in position as if contract fulfilled)
- Royal Elec. Constr. Corp. v. Ohio State Univ., 73 Ohio St.3d 110 (1995) (prejudgment interest compensates for time between accrual and judgment; applies even when damages were not precisely ascertainable)
- Miller v. Gunckle, 96 Ohio St.3d 359 (2002) (accrual date for prejudgment interest decided case‑by‑case; no bright‑line rule)
- TJX Cos. v. Hall, 183 Ohio App.3d 236 (2009) (plaintiff may reasonably estimate damages when defendant’s conduct prevents precise calculation)