Spit Shine A One Detailer, L.L.C. v. Hyundai
100 N.E.3d 1231
Oh. Ct. App. 8th Dist. Cuyahog...2017Background
- Spit Shine A One Detailer, LLC sued Rick Case Honda, Rick Case Hyundai, and Rick Case Automotive alleging breach of exclusive detailing contracts and fraudulent misrepresentation after the dealerships stopped using Spit Shine.
- Spit Shine attached a 2013 written agreement to its amended complaints, but the contract was between "Rick Case Honda" and "A One Detailers," signed by "M. A. Hall;" the complaint did not explain the relationship between "Spit Shine A One Detailer, LLC," "A One Detailers," or M. A. Hall.
- Defendants moved to dismiss under Civ.R. 12(B)(6); the trial court ordered a more definite statement, but after a second amended complaint, granted dismissal for failure to state claims and insufficiently pled fraud, while also criticizing the failure to attach/identify the contract.
- On appeal the court reviewed the 12(B)(6) dismissal de novo, examined only the complaint and attached documents, and accepted the complaint’s factual allegations as true for purposes of the motion.
- The appellate court affirmed dismissal: (1) Spit Shine lacked standing/linkage to the attached contract and the contract contained no exclusivity or requirements term supporting the breach claim; (2) the fraud claim failed to satisfy Civ.R. 9(B) particularity and did not plead facts to pierce the corporate veil against Rick Case Automotive.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether complaint states a breach-of-contract claim | Spit Shine: exclusive contracts existed; attached contract supports claim | Defendants: complaint fails to show Spit Shine is a party or assignee of the attached contract; attached contract contains no exclusivity | Dismissed — Spit Shine failed to link itself to the contracting parties and contract shows no exclusivity/requirements term |
| Whether failure to attach the operative written instrument justified 12(B)(6) dismissal | Spit Shine: attached a version of the contract; not argued further on attachment rule | Defendants: non‑attachment/fuzzy identification undermines claim | Court: failure to attach alone is not proper 12(B)(6) ground; but here other pleading defects warranted dismissal |
| Whether fraudulent misrepresentation was pled with requisite particularity (Civ.R. 9(B)) | Spit Shine: defendants’ representatives promised exclusivity, inducing reliance | Defendants: complaint fails to identify who, when, or where statements were made and fails to show justifiable reliance | Dismissed — fraud allegations lack time/place/speaker detail and fail Civ.R. 9(B); court had given chance to amend but plaintiff did not cure defects |
| Whether parent corporation (Rick Case Automotive) can be held liable for subsidiaries’ conduct | Spit Shine: parent liable because subsidiaries were controlled and plaintiff was defrauded | Defendants: no facts pleaded to show domination, fraud by control, or unjust loss | Dismissed as to parent — complaint did not plead veil‑piercing facts required under Belvedere/Dombroski test |
Key Cases Cited
- Doe v. Archdiocese of Cincinnati, 109 Ohio St.3d 491 (2006) (12(B)(6) dismissal standard and plausibility review)
- O'Brien v. Univ. Community Tenants Union, Inc., 42 Ohio St.2d 242 (1975) (pleading standard cited for dismissal analysis)
- Groob v. KeyBank, 108 Ohio St.3d 348 (2006) (elements of fraudulent misrepresentation)
- Gaines v. Preterm-Cleveland, Inc., 33 Ohio St.3d 54 (1987) (fraud elements referenced)
- Belvedere Condominium Unit Owners' Assn. v. R.E. Roark Cos., 67 Ohio St.3d 274 (1993) (standard for disregarding corporate form)
- Dombroski v. WellPoint, Inc., 119 Ohio St.3d 506 (2008) (modification/clarification of veil‑piercing test)
- Fletcher v. Univ. Hosps. of Cleveland, 120 Ohio St.3d 167 (2008) (discussion of Civ.R. 10(D) and attaching writings)
- York v. Ohio State Hwy. Patrol, 60 Ohio St.3d 143 (1991) (if any plausible facts in complaint could entitle relief, dismissal improper)
- Korodi v. Minot, 40 Ohio App.3d 1 (1987) (fraud pleading particularity balanced against notice pleading)