Sal's Heating & Cooling, Inc. v. Bers Acquisition Co., L.L.C.

Citations

• 192 N.E.3d 537
• 2022 Ohio 1756

Syllabus

Civ.R. 12(B)(6) motion to dismiss complaint pleading stage de novo review civil conspiracy underlying tort independent unlawful act misappropriation of trade secret OUTSA preempted. A trial court's review of a Civ.R. 12(B)(6) motion to dismiss is limited to the four corners of the complaint along with any documents properly attached to, or incorporated within, the complaint. Within those confines, a court accepts as true all material allegations of the complaint and makes all reasonable inferences in favor of the nonmoving party. A plaintiff is not required to prove his or her case within the complaint at the pleading stage. As long as there is a set of facts, consistent with the plaintiff's complaint, which would allow the plaintiff to recover, the court may not grant a defendant's motion to dismiss. An appellate court reviews de novo a trial court's decision granting a motion to dismiss under Civ.R. 12(B)(6). In this matter, appellant argues the trial court erred by dismissing its claim for civil conspiracy. To establish a civil conspiracy claim, the plaintiff must prove: (1) a malicious combination of two or more persons, (2) causing injury to another person or property, and (3) the existence of an unlawful act independent from the conspiracy itself. Our de novo review confirms that appellant failed to plead an unlawful act, that is separate and apart from the conspiracy itself. Appellant's failure proves fatal to this claim. As such, the trial court did not err when it dismissed appellant's claim for civil conspiracy. Appellant also argues that the misappropriation of trade secrets claim in Count 8 should not have been dismissed as being preempted by OUTSA. OUTSA displaces conflicting tort, restitutionary, and other laws of this state providing civil remedies for misappropriation of a trade secret Again, our independent review reveals that the allegations contained in Count 8 are, in substance, mirror images of those contained in Counts 4 and 5. As such, the tri