Anton v. Petras

Citations

• 2025 Ohio 2861

Syllabus

Motion for summary judgment; Civ.R. 56; genuine issues of material fact; judgment as a matter of law; de novo review; declaratory judgment; breach of contract; fraud; breach of fiduciary duty; civil conspiracy; operating agreement; limited-liability company; derivative lawsuit; indemnification. Affirmed in part, reversed in part, and remanded. The trial court did not err in granting summary judgment in favor of defendants-appellees on plaintiff-appellant's claims of fraud, breach of fiduciary duty, and civil conspiracy because no genuine issues of material facts existed supporting the claims and defendants were entitled to judgment as a matter of law. The trial court did not err in granting summary judgment in favor of defendants-appellees on plaintiff-appellant's request for a declaratory judgment because the court was unable to declare that plaintiff-appellant be reinstated as CEO of the limited-liability company where no provision in the law or operating agreement permitted such relief. The trial court did not err in granting summary judgment in favor of defendants-appellees on plaintiff-appellant's breach-of-contract action pertaining to his removal as CEO and request for backpay because no genuine issues of material fact existed supporting such claims and defendants-appellees were entitled to judgment as a matter of law. The trial court did err however in granting summary judgment in favor of defendants-appellees on plaintiff-appellant's claim for breach of contract for failure to indemnify him with respect to attorneys' fees associated with defending against the derivative suit. Genuine issues of material fact exist as to whether the fees were actually and reasonably incurred such that defendants-appellees had a duty to indemnify.