W. 6th St. Partners, Inc. v. Culkar

Citations

• 2026 Ohio 1654

Syllabus

Civ.R. 50(A); motion for directed verdict; breach of contract; shareholder dispute; Close corporation; breach of fiduciary duty; unjust enrichment; money had and received; statute of limitations; conversion; discovery rule. Both appellants/cross-appellees and appellee/cross-appellant appeal the trial court's granting of each other's motions for directed verdicts at trial. Appellants appeal the trial courts directed verdict as to their claims for breach of contract, breach of fiduciary duty/misappropriation of funds, unjust enrichment, and money had and received. The directed verdict for the breach-of-contract claim was correctly granted because there was insufficient evidence that appellee breached the agreement. The directed verdict for the breach of fiduciary duty/misappropriation of funds was improperly granted as there was sufficient evidence presented to support this claim. The directed verdict for unjust enrichment was properly granted as there was insufficient evidence that appellant's conferred any benefit to appellee. Last, the directed verdict for the claim of money had and received was properly granted as this is a quasi-contract claim that was based entirely on the breach of an express contract, which is not permitted under Ohio law. Appellee appealed the trial court's granting of directed verdicts for his two counterclaims for unjust enrichment and conversion. The directed verdict for the unjust-enrichment claim was properly granted as such a claim is reserved for when services are provided to the benefit of another and here there was no evidence of appellee providing any services or conferring any benefit to appellants. The directed verdict for appellee's conversion claim was improperly granted in its entirety. There was sufficient evidence presented that appellee possessed ownership interest in the business and that he stopped receiving distribution payments and that his shares were taken from him. The four-year statute of limitations is applicable he