2022 Ohio 1802
Ohio Ct. App.2022Background:
- TQL, a freight broker, had a Broker-Carrier Agreement with Daansa that prohibited carriers from contacting or seeking payment from customers; broker (TQL) was sole party responsible for payment.
- TQL refused to pay Daansa for a load to Prestige; Daansa sold the receivable to Tucker, a purchaser of trucking receivables.
- Tucker’s collector, Reed, called Prestige demanding payment; TQL’s claims dept. warned that contacting customers violated the Agreement.
- TQL sued Tucker and Reed for breach of contract, tortious interference, punitive damages, injunctive relief, and attorney fees; Tucker moved to dismiss and for summary judgment.
- The trial court dismissed the tortious-interference claim (Civ.R. 12(B)(6)), granted summary judgment for Tucker on breach and punitive damages (finding no provable goodwill damages), and denied injunctive relief.
- The Court of Appeals affirmed dismissal of the interference claim and denial of an injunction, but held Tucker did breach the Agreement and remanded for nominal damages and a prevailing-party determination for attorney fees and costs.
Issues:
| Issue | Plaintiff's Argument (TQL) | Defendant's Argument (Tucker) | Held |
|---|---|---|---|
| Whether Tucker's contact with TQL's customer supports breach-of-contract damages (loss of goodwill) | Reed's call to Prestige injured TQL's reputation and goodwill, causing lost business | Any reputational harm is speculative and not proven with reasonable certainty | TQL failed to prove actual lost-goodwill damages; breach proven but damages unsupported; nominal damages available |
| Whether injunctive relief is warranted to prevent future contacts | Injunction needed because Tucker indicated third-party calls are part of its collection process and may continue | No evidence Tucker threatened continued violations or that harm is imminent/irreparable | Denial of permanent injunction affirmed (no clear, imminent, irreparable harm shown) |
| Whether TQL can recover attorney fees under the Agreement | Contract entitles prevailing party to fees; TQL seeks fees if deemed prevailing | Tucker argues TQL did not obtain meaningful relief on damages | Court: breach entitles TQL to nominal damages; remand for prevailing-party determination and possible fee award |
| Whether the tortious-interference claim should survive a Civ.R. 12(B)(6) motion | Tucker’s contact with customers amounted to tortious interference with TQL’s contracts/business relations | Complaint fails to allege Tucker induced a third party to breach or terminate a relationship with TQL | Dismissal affirmed: complaint alleges only Tucker’s own breach, not inducement of a third-party breach |
Key Cases Cited
- Miller v. Bike Athletic Co., 80 Ohio St.3d 607 (1998) (summary-judgment standard)
- DeCastro v. Wellston City School Dist. Bd. of Edn., 94 Ohio St.3d 197 (2002) (nominal damages available when breach proven but no actual damages shown)
- Charles R. Combs Trucking, Inc. v. Internatl. Harvester Co., 12 Ohio St.3d 241 (1984) (lost goodwill is recoverable as lost profits; circumstantial testimony may suffice)
- Spayd v. Turner, Granzow & Hollenkamp, 19 Ohio St.3d 55 (1985) (definition and nature of goodwill)
- A & B-Abell Elevator Co. v. Columbus/Cent. Ohio Bldg. & Constr. Trades Council, 73 Ohio St.3d 1 (1995) (elements and framing of tortious interference claims)
- Fred Siegel Co., L.P.A. v. Arter & Hadden, 85 Ohio St.3d 171 (1999) (elements of tortious interference with contract)