2018 Ohio 4270
Ohio Ct. App.2018Background
- JSMB0912 owned a parcel (sewage treatment plant) disputed with EnerVest; EnerVest sued and parties entered a settlement in April 2014 for EnerVest to purchase the parcel for $135,000.
- The trial court appointed attorney James Masi as receiver to carry out JSMB0912’s obligations under the settlement when JSMB0912 resisted performance.
- Masi recorded deeds, paid expenses, retained funds, and reported $131,232.73 on hand; the county treasurer intervened over delinquent taxes.
- EnerVest and JSMB0912 entered a June 21, 2016 agreed judgment dismissing claims between them; that entry was final and not appealed.
- This court, in EnerVest, affirmed the trial court and rejected JSMB0912’s challenges to Masi’s appointment and conduct as receiver.
- On June 21, 2017, Howard Trickett (who alleges he was the sole representative/member/agent of JSMB0912) sued Masi individually for legal malpractice, breach of fiduciary duty, and conversion seeking $135,000; the trial court granted summary judgment for Masi and Trickett appealed.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Standing to sue individually for torts to the LLC | Trickett claims injury from Masi’s actions and sues personally for JSMB0912’s loss | Masi argues Trickett lacks standing because the LLC is a separate entity and only it may sue for injuries to its assets | Court: Trickett lacks standing; an LLC is separate and members may not sue individually for company harms |
| Need for leave to sue a court-appointed receiver | Trickett disputes whether Masi was properly appointed and contends the complaint should proceed without leave | Masi shows the receivership record and argues Trickett never obtained required court leave to sue the receiver | Court: Record shows appointment and Trickett lacked leave; summary judgment proper |
| Collateral attack / res judicata based on prior EnerVest decision | Trickett contends he may relitigate Masi’s appointment/conduct now | Masi contends EnerVest already litigated those issues; Trickett (as JSMB0912’s representative) is in privity and is precluded | Court: Res judicata/collateral estoppel bars relitigation; EnerVest resolved appointment/conduct issues |
| Consideration of extrinsic materials on motion converted to summary judgment | Trickett argues the court improperly relied on matters outside the pleadings when it converted the motion to summary judgment | Masi relies on the EnerVest court record and docket to show dispositive facts (appointment, final judgment) | Court: Conversion was proper with notice; extrinsic record established no genuine issue of material fact; summary judgment affirmed |
Key Cases Cited
- Cuyahoga County Board of Commissioners v. State, 112 Ohio St.3d 59 (2006) (standing inquiry and requirement that litigant have personal stake)
- Disciplinary Counsel v. Kafele, 108 Ohio St.3d 283 (2006) (LLC and members are separate; entity sues for its own claims)
- Cleveland Bar Assn. v. Pearlman, 106 Ohio St.3d 136 (2005) (recognition of separate corporate/entity status)
- Brown v. Dayton, 89 Ohio St.3d 245 (2000) (privity and mutuality of interest principles for res judicata/collateral estoppel)