Whitt Sturtevant, L.L.P. v. NC Plaza L.L.C.
43 N.E.3d 19
Ohio Ct. App.2015Background
- Whitt Sturtevant, LLP leased and then renovated Suite 2020 at NC Plaza, with a temporary occupancy of Suite 2110 during negotiations.
- The lease required landlord to perform Landlord's Work and a $49,750 construction allowance; Whitt Sturtevant would pay only costs for tenant-requested changes beyond the landlord’s contribution.
- Goldner and Aronhalt acted as landlord’s agents; Goldner claimed Whitt Sturtevant was responsible for the renovations, while the trial court found the landlord responsible for renovation management.
- Renovation delays and cost escalations arose from landlord-architect/contractor issues and disputed change orders; Whitt Sturtevant questioned invoices and cost allocations.
- In November 2012, the landlord changed locks and evicted Whitt Sturtevant; Whitt Sturtevant sued for breach of contract, wrongful eviction, conversion, and defamation, among other claims; the trial court awarded substantial damages and fees, which this court partly sustained and partly reversed.
- The court ultimately affirmed in part and reversed in part, remanding for further proceedings consistent with the decision.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Breaches of lease and wrongful eviction | Whitt Sturtevant argues landlord failed to manage renovation and evicted without proper notice. | NC Plaza contends delays were tenant-delays and costs exceeded landlord contribution. | Lease breaches and wrongful eviction proven; eviction improper. |
| Defamation per se and damages | Notice to leave contained false statements affecting business reputation. | Statements not defamatory per se; damages uncertain. | Defamation per se not established; no per se damages; damages for defamation reversed. |
| Conversion of Whittet property | Landlord withheld Whittet property after eviction. | Exculpation clause shielded landlord from tort liability. | Conversion proven; exculpation clause not controlling for tort. |
| Damages and attorney fees | Damages and fees justified by breach and punitive damages. | Damages excessive or unsupported; punitive damages challenged. | Damages largely upheld; punitive damages upheld; attorney fees upheld. |
| Who bears liability for breach (agent vs principal) | Goldner as landlord’s agent liable for breach. | Exculpation and agency principles shield agents. | Goldner liable on contract/wrongful eviction; exculpation clause not shielding tort liability. |
Key Cases Cited
- C.E. Morris Co. v. Foley Constr. Co., 54 Ohio St.2d 279 (Ohio 1978) (Judgments supported by competent, credible evidence won't be reversed as against weight of the evidence; standard of review for damages.)
- Seasons Coal Co., Inc. v. Cleveland, 10 Ohio St.3d 77 (Ohio 1984) (Credibility and weight of witness testimony; defer to trial court.)
- Bigelow v. Brumley, 138 Ohio St. 574 (Ohio 1941) (Defamatory statements not necessarily per se if not about profession; context matters.)
- Hanna v. Groom, 10th Dist. No. 07AP-502, 2008-Ohio-765 (Ohio App. 10th Dist. 2008) (Breach of contract elements and material breach analysis.)
- Hayner v. Cowden, 27 Ohio St. 292 (Ohio 1908) (Defamation burden and standards of publication relative to profession.)