Momentum Freight Logistics Corp. v. Benie Logistics, Inc.

Citations

• 2025 Ohio 5738

Syllabus

Judgment affirmed. The trial court properly found the purchaser, Benie, breached the parties' Asset Purchase Agreement (\APA\) by failing to provide the seller, Momentum, with both the $69,269.00 and the $257,999.32 Bureau of Workers' Compensation (\BWC\) policy holder dividend payments. Evidence from the BWC demonstrated that both payments were dividend reimbursements calculated based on the premiums an employer paid in 2019. Because both payments were a \premium dividend reimbursement\ for the 2019 policy period, the APA obligated Benie to provide both payments to Momentum in a timely fashion. The trial court did not err by finding that Momentum could pierce the corporate veil of Benie. Competent and credible evidence demonstrated the owners of Benie, Elizabeth and Russell Dawson, operated Benie as their alter ego, used their control over Benie to commit a fraudulent transfer and civil theft, and that Momentum suffered damages as a result of the Dawsons' control and wrongful conduct of Benie. The economic loss rule did not bar Momentum's claim for civil theft but did bar Momentum's claims for fraudulent transfer and civil conspiracy, because the damages resulting from the fraudulent transfer and civil conspiracy were the same as the damages resulting from the breach of contract. However, because the trial court did not award any damages attributable to the fraudulent transfer or civil conspiracy claims, there was no aspect of the trial court's judgment to reverse.