Reister v. Gardner (Slip Opinion), 174 N.E.3d 713

ClarkWestern Dietrich (ClarkDietrich) sued the Certified Steel Stud Association (a Delaware corporation) for defamation; board members William Gardner and Edward Slish were directors of the association during the litigation.
During trial ClarkDietrich settled with association members and sought to dismiss remaining claims; the association’s board (including Gardner and Slish) voted to reject dismissal and the case proceeded to a jury verdict awarding ClarkDietrich $49.5 million.
After appellate affirmance, ClarkDietrich obtained a receiver (John Reister) to pursue breach-of-fiduciary-duty claims by the association against its directors to help satisfy the judgment.
Reister’s receiver complaint alleged the directors mishandled the litigation, rejected cost-free settlement opportunities, and were conflicted by ties to competitors—allegations the complaint said rebutted a valid exercise of business judgment.
Gardner and Slish moved for judgment on the pleadings, arguing the litigation privilege barred the claims; the trial court granted the motions and the Twelfth District affirmed, treating the litigation privilege as shielding directors’ litigation decisions.
The Ohio Supreme Court reversed: it held the litigation privilege protects statements made in judicial proceedings (not directors’ actions), the business-judgment rule is a separate doctrine, and the complaint survived a judgment-on-the-pleadings dismissal; the case was remanded.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Does Ohio's litigation privilege bar receiver's fiduciary-duty claims against directors for litigation decisions and rejection of settlement?	Reister: privilege covers statements only; complaint alleges conflicts and irrational, non‑business-judgment decisions that state breach claims.	Gardner/Slish: privilege provides absolute immunity for actions/statements made in the judicial context, so judgment on the pleadings is proper.	The litigation privilege protects statements made in litigation, not corporate litigation decisions; business-judgment rule is distinct; complaint states actionable claims and dismissal on pleadings was improper.

Erie Cty. Farmers' Ins. Co. v. Crecelius, 122 Ohio St. 210 (Ohio 1930) (establishes absolute immunity for statements made during judicial proceedings)
Willitzer v. McCloud, 6 Ohio St.3d 447 (Ohio 1983) (litigation privilege shields testimony/statements but not unrelated conduct)
Surace v. Wuliger, 25 Ohio St.3d 229 (Ohio 1986) (privilege applies to statements reasonably related to the proceeding)
Hecht v. Levin, 66 Ohio St.3d 458 (Ohio 1993) (reaffirmation and scope of litigation privilege)
Aronson v. Lewis, 473 A.2d 805 (Del. 1984) (defines the business‑judgment presumption for directors)
Zapata Corp. v. Maldonado, 430 A.2d 779 (Del. 1981) (business‑judgment rule may cover litigation/settlement decisions)
White v. Panic, 783 A.2d 543 (Del. 2001) (settlement approvals by disinterested boards receive business‑judgment deference)
Sinclair Oil Corp. v. Levien, 280 A.2d 717 (Del. 1971) (courts should not second‑guess managerial business decisions with hindsight)
New Riegel Local School Dist. Bd. v. Buehrer Group Architecture & Eng., 157 Ohio St.3d 164 (Ohio 2019) (de novo review standard for judgment on the pleadings)
State ex rel. Midwest Pride IV, Inc. v. Pontious, 75 Ohio St.3d 565 (Ohio 1996) (Civ.R. 12(C) dismissal standard)