Hawes v. Downing Health Technologies, L.L.C.

Citations

• 2022 Ohio 1677

Syllabus

Manifest weight of the evidence de facto fiduciary duty fiduciary relationship complete dependence by inferior party fraudulent inducement employment contract waiver of claim impracticability performance of contract after learning of fraud ratification civil conspiracy intracorporate-conspiracy doctrine R.C. 1707.41 R.C. 1707.43 election remedy failure to join party waiver of affirmative defense punitive damages abuse of discretion actual malice clear and convincing evidence attorney fees award. The trial court erred in finding that appellant owed a de facto fiduciary duty to appellee when there was no showing that appellee relied solely upon appellant in deciding to invest in the company. The court's judgment in favor of appellee on the breach-of-fiduciary-duty claim was therefore against the manifest weight of the evidence. The court further erred in (1) finding that appellee had not waived his claim for fraudulent inducement with regard to the employment contract by continuing to work for the company and signing a subsequent agreement under the same terms (2) awarding appellee relief under R.C. 1707.43 when he elected to proceed under R.C. 1707.41 and (3) awarding punitive damages and attorney fees when there was no showing of actual malice. The trial court did not err in (1) declining to offset appellee's recovery by the amount he earned from other employers during the remainder of his employment contract (2) allowing appellee to recover on the investment that was jointly owned by himself and his wife when his wife was not joined as a party and (3) declining to apply the intracorporate-conspiracy doctrine when there was insufficient evidence presented at trial outlining the relationships between the corporate defendants. In addition, the trial court did make a finding on the issue of fraudulent intent and thus did not err on this issue.