Pacetti's Apothecary, Inc. v. Rebound Bracing & Pain Solutions, L.L.C.

Citations

• 206 N.E.3d 61
• 2023 Ohio 93

Syllabus

The trial court did not err in finding that a late payment fee provision in a contract was a penalty instead of being enforceable as liquidated damages. Under the established test for resolving this issue, appellant's damages were not uncertain as to amount or difficult to prove. The trial court correctly found no relationship between the late fee and appellant's damages. The court also did not err in refusing to pierce the corporate veil, as there was insufficient evidence that the party who signed the contract had exercised control over a limited liability corporation in such a manner as to commit fraud, an illegal act, or a similarly unlawful act. Judgment affirmed.