2022 Ohio 1698
Ohio Ct. App.2022Background
- In Oct. 2016 Riesterer and a document bearing “MPORT Home Improvement LLC” and Porter’s signature (without any corporate designation) memorialized a renovation proposal; Riesterer paid $12,000 but work remained incomplete.
- Riesterer sued “Michael E. Porter, Individually and, doing business as MPORT Home Improvement LLC” for breach of contract; complaint alleged MPORT was formed June 15, 2015.
- Defendants failed to respond to requests for admission; the requests were deemed admitted that (among other things) the contract was breached, Porter performed most work, and 15 specific tasks were unperformed or done unworkmanlike.
- Riesterer moved for summary judgment relying on the deemed admissions and an expert (Anthony Schaefer) who provided a checklist and a preliminary repair estimate of $27,755.
- The trial court entered summary judgment for Riesterer against MPORT and Porter individually and awarded $27,755.
- The Sixth District reversed and remanded, holding there are genuine issues of material fact about (1) whether MPORT is an LLC or sole proprietorship and thus whether Porter is personally liable, and (2) whether the expert’s lump-sum estimate establishes damages with sufficient certainty.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether Porter is personally liable on the contract | Riesterer: Porter signed proposal without indicating a corporate capacity, so he cannot shield himself and is personally liable | Porter: Business was incorporated as MPORT LLC; summary judgment improper because factual issues exist about entity status and piercing veil | Reversed: Genuine factual issues exist about MPORT’s entity form and whether admissions refer to Porter personally; summary judgment against Porter improper; remand for fact-finding |
| Whether damages ($27,755) were established with sufficient certainty | Riesterer: Expert Schaefer’s inspection and preliminary proposal show repair cost of $27,755 | Porter: Schaefer’s estimate is speculative, lacks itemized basis, and inconsistencies exist between deemed admissions and checklist ratings; genuine dispute on amount | Reversed: Expert’s lump-sum, unexplained estimate and inconsistencies create material factual disputes as to damages; remand for trial |
Key Cases Cited
- Grafton v. Ohio Edison Co., 77 Ohio St.3d 102, 671 N.E.2d 241 (1996) (appellate de novo review of summary judgment)
- Dresher v. Burt, 75 Ohio St.3d 280, 662 N.E.2d 264 (1996) (party moving for summary judgment must meet initial burden; opposing party must present specific facts)
- Mitseff v. Wheeler, 38 Ohio St.3d 112, 526 N.E.2d 798 (1988) (summary judgment burden principles)
- Anderson v. Liberty Lobby, Inc., 477 U.S. 242 (1986) (definition of material factual dispute for summary judgment)
- Patterson v. V & M Auto Body, 63 Ohio St.3d 573, 589 N.E.2d 1306 (1992) (sole proprietorships impose personal liability because no separate legal identity)
- Cleveland Trust Co. v. Willis, 20 Ohio St.3d 66, 485 N.E.2d 1052 (1985) (admissions under Civ.R. 36 can be a basis for summary judgment)