Miller v. Mission Essential Group, L.L.C.

Citations

• 2023 Ohio 3077

Syllabus

Judgment affirmed in part and reversed in part. Trial court did not err by denying the company's Civ.R. 12(B)(6) motion, Civ.R. 56(F) motion, or motion to reconsider the court's ruling on the Civ.R. 56(F) motion. The court's entry imposing a stay permitted the court to rule on a potentially dispositive issue during the stay, and the company failed to establish any harm resulting from the stay. The trial court properly granted plaintiffs' motion for partial summary judgment because the company's operating agreements did not provide any basis for determining and paying the fair cash value of a dissenting member's interest. The trial court did not abuse its discretion by admitting the expert's testimony and the manifest weight of the evidence supported the court's determination of the fair cash value of plaintiffs' membership interests. The trial court did not abuse its discretion by setting the interest on the judgment at the rate of 6%. Although R.C. 1705.42(B) did not prohibit the trial court from applying minority or marketability discounts to determine the fair cash value of plaintiffs' membership interests, the court abused its discretion by applying minority and marketability discounts in the present case because the discounts resulted in a windfall to the company's remaining majority member.