Opinion
C. A. 30346 30459
07-12-2023
CHRISTOPHER SLATTERY, et al Appellants/Appellees v. SEEMRAY LLC, et al. Appellees/Appellants
DAVID SPORAR, Attorney at Law, for Appellants. SARAH M. SEARS, Attorney at Law, for Appellants. L. BRYAN CARR, Attorney at Law, for Appellees.
APPEAL FROM JUDGMENT ENTERED IN THE COURT OF COMMON PLEAS COUNTY OF SUMMIT, OHIO CASE No. CV-2020-09-2460
DAVID SPORAR, Attorney at Law, for Appellants.
SARAH M. SEARS, Attorney at Law, for Appellants.
L. BRYAN CARR, Attorney at Law, for Appellees.
DECISION AND JOURNAL ENTRY
JILL FLAGG LANZINGER J.
{¶1} In Case No. 30346, Megan and Christopher Slattery ("Plaintiffs") appeal from the judgment of the Summit County Court of Common Pleas that granted summary judgment in favor of Seemray LLC ("Seemray"), Argo, Inc. ("Argo"), and Rostislav Arnaut (collectively, the "Seemray Defendants") on Plaintiffs' claims for breach of contract and fraud. In Case No. 30459, the Seemray Defendants appeal from the judgment of the Summit County Court of Common Pleas that denied their motion for sanctions and attorney fees. This Court consolidated the parties' appeals for purposes of oral argument and decision. For the following reasons, this Court affirms.
I.
{¶2} This appeal involves a dispute regarding the sale and installation of windows in Plaintiffs' home. At all relevant times, Seemray sold windows and at least sometimes utilized Argo to install the windows it sold. Mr. Arnaut was an employee and one of the owners of Seemray, and he was the sole owner of Argo.
{¶3} In the Spring of 2019, Plaintiffs contacted Seemray about purchasing replacement windows for their home. After a series of conversations, emails, written quotes, and an in-person visit to Seemray's showroom with Mr. Arnaut, Plaintiffs accepted a quote in June 2019. After Plaintiffs accepted the quote, Seemray provided the windows as specified in the final quote. Plaintiffs paid the quote in full by August 2019. Under the terms of the final quote, "[p]ayment of the deposit or entire sum assumes acceptance of attached products, dimensions, specifications, * * * and the entire contract agreement." Argo (including Mr. Arnaut) finished installing the windows in October 2019.
{¶4} In November and December 2019, Plaintiffs contacted Mr. Arnaut regarding issues they had with the installation of the windows. Mr. Arnaut went to Plaintiffs' home about five times to address Plaintiffs' concerns. Despite Mr. Arnaut's efforts, Plaintiffs remained unsatisfied with the windows. In September 2020, Plaintiffs sued the Seemray Defendants for breach of contract and fraud. Plaintiffs asserted that the Seemray Defendants breached the parties' contract (as set forth in the final quote) because they provided and installed the wrong windows. More specifically, Plaintiffs asserted that they requested-and Seemray promised to provide-windows with a certain solar heat gain coefficient ("SHGC"), which Plaintiffs did not receive. Plaintiffs also asserted that the Seemray Defendants led them to believe that installation was included in the price. Plaintiffs further asserted that the Seemray Defendants led them to believe that Seemray would install the windows, not a third-party (i.e., not Argo), which induced Plaintiffs into purchasing windows from Seemray. As a result, Plaintiffs asserted that the Seemray Defendants "committed fraud by stating that Seemray was the only company [Plaintiffs] were dealing with, and that they would do the installation and manufacturing of the windows to furnish a turnkey project."
{¶5} The matter proceeded through the discovery process and the parties filed cross motions for summary judgment, briefs in opposition, and replies, among other motion practice. While the parties raised numerous arguments and issues in their summary-judgment briefing, this Court will limit its discussion to those relevant to this appeal.
{¶6} In their motion for summary judgment, the Seemray Defendants argued, in part, that they were entitled to judgment as a matter of law on Plaintiffs' claims because: (1) Plaintiffs never requested a specific SHGC for their windows; (2) Plaintiffs accepted the final quote, which did not include any mention of a SHGC rating; (3) Plaintiffs paid in full and the parties' contract contained an integration clause stating: "[p]ayment of the deposit or entire sum assumes acceptance of attached products, dimensions, specifications, * * * and the entire contract agreement"; (4) the final quote specifically stated that "[o]rder does not include: Installation"; and (5) Plaintiffs suffered no damages. The Seemray Defendants also argued that the parol evidence rule barred Plaintiffs' claim for breach of contract because the parties had a written, integrated contract (i.e., the final quote), and Plaintiffs could not contradict that contract with evidence of an alleged oral contract. The Seemray Defendants further argued that Plaintiffs had no claim against Mr. Arnaut individually because they had no contract with Mr. Arnaut, and Plaintiffs did not allege a specific fraud claim against him.
{¶7} The Seemray Defendants attached numerous documents in support of their motion for summary judgment, including Mr. Slattery's deposition, the final quote, correspondence between Mr. Slattery and the Seemray Defendants, certain discovery responses, and an affidavit from Mr. Arnaut wherein he averred, in part, that Plaintiffs never raised, discussed, or mentioned their desire for windows with a specific SHGC rating.
{¶8} Plaintiffs filed a brief in opposition to the Seemray Defendants' motion for summary judgment. In it, Plaintiffs acknowledged that the final quote stated that it did not include installation. Plaintiffs argued, however, that while the final price may not have included the installation price, they still believed that Seemray, not third-party Argo, would be installing their windows. Plaintiffs argued that this was consistent with numerous conversations they had with Seemray, as well as Seemray's website, which specifically indicated that Seemray provided installation services.
{¶9} Plaintiffs also argued that they had oral conversations with Seemray regarding the SHGC rating, and that they were promised the same windows that were in the Seemray showroom, which had the SHGC rating Plaintiffs desired. In support of this argument, Plaintiffs asserted that Mr. Slattery had taken a picture of a window with a certain SHGC rating while in the Seemray showroom with Mr. Arnaut. According to Plaintiffs, this picture supported their claim that an oral contract existed. Plaintiffs also argued that the parol evidence rule did not apply because it does not prohibit a party from introducing extrinsic evidence for the purpose of proving fraudulent inducement, even when the contract has an integration clause.
{¶10} Plaintiffs also argued that, after installation and after Plaintiffs raised the issue of the SHGC rating, a Seemray employee accepted fault in an email, stating:
Makes sense and I apologize for confusion. Just let us know if the front rooms do heat too much and would need to swap out the glass. There is a lifetime warranty on these products so you should be fine messaging us about it at any time. Replacing glass [is] quick and easy on these units, too.
This Court notes that the trial court struck several documents attached to Plaintiffs' motion for summary judgment, including email correspondence that included this quotation. The Seemray Defendants, however, also attached email correspondence that included this quotation to their motion for summary judgment, which the trial court did not strike from the record.
{¶11} Regarding their claim against Mr. Arnaut individually, Plaintiffs argued that it was based upon agency principles and piercing the corporate veil. Plaintiffs argued that Mr. Arnaut's "improper handling of Plaintiff[s'] checks for installation [i.e., having Plaintiffs write the checks to his wife] open[ed] himself to be personally liable for the botched installation work and the contract as a whole."
{¶12} The trial court granted the Seemray Defendants' motion for summary judgment and denied Plaintiffs' competing motion. In doing so, the trial court first concluded that Plaintiffs failed to establish that the Seemray Defendants breached the contract by not providing windows with a certain SHGC rating. In reaching this conclusion, the trial court noted, in part, that: (1) the Seemray Defendants provided a series of written quotes to Plaintiffs, none of which referenced a SHGC rating; (2) Plaintiffs accepted the final quote; (3) the Seemray Defendants supplied windows that were manufactured in accordance with the final quote; and (4) Plaintiffs paid the Seemray Defendants in full. As a result, the trial court concluded that Plaintiffs failed to establish any breach of contract related to the SHGC rating.
{¶13} The trial court then addressed Plaintiffs' argument that an oral contract existed regarding the SHGC rating. The trial court concluded that Plaintiffs failed to point to any evidence in the record to support their assertion that the Seemray Defendants agreed to provide windows with a certain SHGC rating. To the contrary, the trial court concluded, the record contained no mention of a SHGC rating in the written quotes or communications between the parties prior to installation. The trial court, therefore, concluded that Plaintiffs failed to establish that an oral contract existed between Plaintiffs and the Seemray Defendants wherein the Seemray Defendants agreed to provide windows with a certain SHGC rating.
{¶14} Alternatively, the trial court concluded that-even if an oral contract existed-any evidence of an oral contract would contradict the terms of the parties' written contract. As a result, the trial court concluded that evidence of an oral contract was inadmissible.
{¶15} Next, the trial court addressed Plaintiffs' claim that Seemray breached the contract by providing installation services from third-party Argo, and not from Seemray. The trial court rejected Plaintiffs' claim, finding that all of the quotes, including the final quote, "clearly and unambiguously stated installation was not included." The trial court also found that, prior to Plaintiffs accepting the final quote, Mr. Slattery received emails indicating that Seemray was requesting an installation quote from Argo. Thus, the trial court concluded that Mr. Slattery was aware that Argo, not Seemray, was providing installation services prior to installation.
{¶16} Alternatively, the trial court found that-even if a contract did exist wherein Seemray agreed to provide installation services-Plaintiffs failed to establish that they suffered any damages in that regard. The trial court acknowledged that Plaintiffs had consistently maintained that they experienced installation-related issues with the windows but found that Plaintiffs failed to point to any evidence in the record (e.g., photographs, an expert opinion, or estimates for repair) to support their allegations. The trial court, therefore, concluded that Plaintiffs failed to establish that they suffered any damages related to the installation of the windows.
{¶17} After concluding that the Seemray Defendants were entitled to summary judgment on Plaintiffs' claim for breach of contract, the trial court turned to Plaintiffs' fraud claim. First, the trial court addressed Plaintiffs' argument that the Seemray Defendants falsely represented that Seemray would install the windows. Again, the trial court noted that all of the quotes, including the final quote, clearly stated that installation was not included. The trial court also again noted that, prior to accepting the final quote, Plaintiffs received emails indicating that Seemray was going to obtain an installation quote from Argo. The trial court also found that any alleged oral representations made regarding installation would contradict the written contract and, therefore, were inadmissible. The trial court further found that-even considering any alleged oral representations regarding installation-Plaintiffs failed to demonstrate that installation by Seemray was a material term to the transaction. Thus, the trial court concluded that the Seemray Defendants were entitled to summary judgment related to Plaintiffs' fraud claim based upon alleged representations regarding the installation of the windows.
{¶18} Next, the trial court addressed Plaintiffs' fraud claim to the extent it related to the Seemray Defendants' alleged representation that the windows would have a certain SHGC rating. The trial court noted that Plaintiffs submitted a photograph that Mr. Slattery took of a window while in the Seemray showroom with Mr. Arnaut, which reflected a window with a certain SHGC rating. The trial court reiterated, however, that none of the quotes mentioned a SHGC rating. The trial court also reiterated its conclusion that any evidence of an alleged oral contract would contradict the parties' written contract and, therefore, was inadmissible. Alternatively, the trial court concluded that-even considering any alleged oral representation regarding the SHGC rating Plaintiffs failed to demonstrate that it was a material term to the transaction. Thus, the trial court concluded that the Seemray Defendants were entitled to summary judgment related to Plaintiffs' fraud claim based upon alleged representations regarding the SHGC rating.
{¶19} After the trial court issued its rulings on the parties' motions for summary judgment, the Seemray Defendants moved for sanctions and attorney fees against Plaintiffs and their attorney under Civ.R. 11 and R.C. 2323.51, arguing that Plaintiffs and their attorney engaged in frivolous conduct. The trial court denied the Seemray Defendants' motion. As previously noted, Plaintiffs have appealed the trial court's grant of summary judgment in favor of the Seemray Defendants, and the Seemray Defendants have appealed the trial court's denial of their motion for sanctions and attorney fees. This Court will address Plaintiffs' assignment of error first.
II.
PLAINTIFFS' ASSIGNMENT OF ERROR (CASE NO. 30346)
THE TRIAL COURT ERRED IN GRANTING THE SEEMRAY DEFENDANTS' MOTION FOR SUMMARY JUDGMENT BECAUSE THERE ARE GENUINE ISSUES OF MATERIAL FACT REGARDING THE SLATTERYS' BREACH OF CONTRACT CLAIM THAT WARRANT A TRIAL.
{¶20} In their assignment of error, Plaintiffs argue that the trial court erred by granting the Seemray Defendants' motion for summary judgment on Plaintiffs' claim for breach of contract because genuine issues of material fact exist. For the following reasons, this Court disagrees.
{¶21} Under Civil Rule 56(C), summary judgment is appropriate if:
(1) [n]o genuine issue as to any material fact remains to be litigated; (2) the moving party is entitled to judgment as a matter of law; and (3) it appears from the evidence that reasonable minds can come to but one conclusion, and viewing such evidence most strongly in favor of the party against whom the motion for summary judgment is made, that conclusion is adverse to that party.Temple v. Wean United, Inc., 50 Ohio St.2d 317, 327 (1977). To succeed on a motion for summary judgment, the party moving for summary judgment must first be able to point to evidentiary materials that demonstrate there is no genuine issue as to any material fact, and that it is entitled to judgment as a matter of law. Dresher v. Burt, 75 Ohio St.3d 280, 292 (1996). If the movant satisfies this burden, the nonmoving party "must set forth specific facts showing that there is a genuine issue for trial." Id. at 293, quoting Civ.R. 56(E). This Court reviews an award of summary judgment de novo. Grafton v. Ohio Edison Co., 77 Ohio St.3d 102, 105 (1996).
{¶22} Plaintiffs argue that the trial court erred by finding that Plaintiffs failed to point to any evidence in the record to support their assertion that the Seemray Defendants agreed to provide windows with a certain SHGC rating. To the contrary, Plaintiffs argue, they presented evidence that: (1) per Mr. Slattery's deposition testimony, an oral agreement existed between Plaintiffs and Seemray wherein Seemray agreed to provide windows with a certain SHGC rating; (2) while in Seemray's showroom with Mr. Arnaut, Mr. Slattery took a picture of a sticker on a window with the SHGC rating that Plaintiffs desired; and (3) Seemray "conceded the error [in an email] and offered to replace the glass in the windows to conform with the SHGC rating." As quoted above, that email stated:
Makes sense and I apologize for confusion. Just let us know if the front rooms do heat too much and would need to swap out the glass. There is a lifetime warranty on these products so you should be fine messaging us about it at any time. Replacing glass [is] quick and easy on these units, too.
{¶23} Plaintiffs also argue that the trial court erred by concluding that, even if an oral agreement existed, evidence regarding the oral agreement was inadmissible because it would contradict the final quote. Plaintiffs argue that, in the absence of a final and complete written contract, Plaintiffs may supplement the final quote with evidence of additional, consistent terms. Plaintiffs also argue that the final quote did not contain an integration clause. To that end, Plaintiffs acknowledge the language in the final quote indicating that "[p]ayment of the deposit or entire sum assumes acceptance of attached products, dimensions, specifications, * * * and the entire contract agreement." Plaintiffs argue, however, that this is not an integration clause. Rather, they argue, it simply states that acceptance of the entire contract agreement is assumed when payment is made, but it does not specify what constitutes the "entire contract agreement."
{¶24} Plaintiffs also argue that, even if there was an integration or merger clause, courts may look beyond the four corners of a contract to determine the intentions of the parties. Here, Plaintiffs argue, the record contains evidence indicating that the parties intended for the windows to have a certain SHGC rating. Again, Plaintiffs argue that Seemray acknowledged that they provided the wrong windows in the above-quoted email from a Seemray employee. Plaintiffs argue that parol evidence is admissible to supplement a written contract when there is evidence of fraud, which occurred here. Plaintiffs conclude that evidence regarding an oral agreement does not contradict the final quote. Instead, they argue, it supplements it.
{¶25} Initially, this Court notes that Plaintiffs did not challenge the existence of an integration clause in the parties' contract in Plaintiffs' brief in opposition to the Seemray Defendants' motion for summary judgment. Instead, Plaintiffs acknowledged the presence of an integration clause but argued that the parol evidence rule does not prohibit parties from introducing extrinsic evidence for purposes of proving fraudulent inducement. Plaintiffs, however, cannot challenge the existence of an integration clause for the first time on appeal. See State ex rel. Perkins v. Medina Cty. Bd. of Commrs., 9th Dist. Medina No. 19CA0051-M, 2020-Ohio-3913, ¶ 16 (providing that a party cannot raise a new argument for the first time on appeal when the party failed to raise that argument in its brief in opposition to a dispositive motion). Even if they could, Plaintiffs have not challenged the trial court's grant of summary judgment in favor of the Seemray Defendants on Plaintiffs' fraud claim. It follows that any argument regarding the parol evidence rule premised upon the Seemray Defendants' alleged fraud is misplaced.
{¶26} This Court's review of the record indicates that the Seemray Defendants met their initial summary-judgment burden by pointing to evidentiary materials demonstrating that there was no genuine issue as to any material fact regarding Plaintiffs' claim for breach of contract, and that they were entitled to judgment as a matter of law. Dresher, 75 Ohio St.3d at 292. As previously noted, the Seemray Defendants presented evidence indicating that: (1) Plaintiffs accepted the final quote in June 2019; (2) the Seemray Defendants provided Plaintiffs with windows that matched the specifications contained in the final quote; (3) Plaintiffs paid the Seemray Defendants in full by August 2019 and, in doing so, "assume[d] acceptance of attached products, dimensions, specifications, * * * and the entire contract agreement"; and (4) Argo completed installation in October 2019. Only after Argo completed installation did Plaintiffs raise the issue of the SHGC in their emails to the Seemray Defendants.
{¶27} To the extent Plaintiffs rely upon Mr. Slattery's deposition testimony to support the existence of an oral contract and/or the existence of a genuine issue of material fact, the parties acknowledged in their briefing below that the contract contained an integration clause. Because the trial court rejected Plaintiffs' fraud claim-and because Plaintiffs have not challenged that ruling on appeal-Plaintiffs cannot rely upon extrinsic evidence (i.e., Mr. Slattery's deposition testimony) regarding the existence of an oral contract. Galmish v. Cicchini, 90 Ohio St.3d 22, 27 (2000) (explaining, in part, that a party may not contradict or supplement an integrated, written contract with evidence of prior or contemporaneous oral agreements absent evidence of fraud).
{¶28} Additionally, Plaintiffs' argument that the picture Mr. Slattery took in the Seemray showroom reflecting a window with the SHGC rating Plaintiffs' desired created a genuine issue of material fact lacks merit. A "genuine issue" exists when the facts, if proven at trial, would allow a reasonable jury to return a verdict for the non-moving party. See Scarvelli v. Melmont Holding Co., 9th Dist. Lorain No. 05CA008793, 2006-Ohio-4019, ¶ 8. This Court fails to see how a picture that Mr. Slattery took prior to the execution of the written, integrated contract creates a genuine issue of material fact relative to whether the Seemray Defendants breached the parties' contract by not providing windows with a certain SHGC rating. Plaintiffs' argument in this regard, therefore, lacks merit.
{¶29} Further, this Court fails to see how the above-quoted email from a Seemray employee (dated December 5, 2019) regarding the SHGC rating reflects an admission that Seemray provided the wrong windows, or that it created a genuine issue of material fact. The email simply indicated that a Seemray employee "apologize[d] for confusion" months after Plaintiffs paid the Seemray Defendants in full and, in doing so, "assume[d] acceptance of attached products, dimensions, specifications, * * * and the entire contract agreement." The Plaintiffs' argument in this regard, therefore, lacks merit.
{¶30} Having reviewed the record, this Court concludes that Plaintiffs failed to meet their reciprocal summary-judgment burden of setting forth specific facts showing that there was a genuine issue for trial. Dresher, 75 Ohio St.3d at 293; Civ.R. 56(E). The trial court, therefore, did not err when it granted summary judgment in favor of the Seemray Defendants on Plaintiffs' claim for breach of contract. Accordingly, Plaintiffs' assignment of error is overruled.
THE SEEMRAY DEFENDANTS' ASSIGNMENT OF ERROR (CASE NO. 30459)
THE TRIAL COURT ERRED AND/OR ABUSED ITS DISCRETION DENYING THE APPELLANTS' MOTION FOR ATTORNEY FEES AND SANCTIONS PURSUANT TO R.C. 2323.51 AND CIVIL RULE 11[.]
{¶31} In their assignment of error, the Seemray Defendants argue that the trial court erred by denying their motion for sanctions and attorney fees. This Court disagrees.
{¶32} "R.C. 2323.51 and Civ.R. 11 both address the filing of frivolous claims." In re Guardianship of Bakhtiar, 9th Dist. Lorain, 2018-Ohio-1764, ¶ 17. "The statute and rule differ in that the statute employs an objective test for frivolous conduct while the rule employs a subjective one." Dietrich v. Core, 9th Dist. Summit No. 30349, 2023-Ohio-1463, ¶ 10. "R.C. 2323.51 also has a broader reach than Civ.R. 11, as it permits a court to impose sanctions 'against a party, the party's counsel of record, or both.'" P.N. Gilcrest Ltd. Partnership v. Doylestown Family Practice, Inc., 9th Dist. Wayne No. 10CA0035, 2011-Ohio-2990, ¶ 32, quoting R.C. 2323.51(B)(4); compare Civ.R. 11 (allowing courts to impose sanctions only against the filing attorney or pro se party).
{¶33} Civ.R. 11 "requires an attorney to sign all pleadings and further provides that the signature constitutes a warrant that there is good ground for the action." Clark v. Corwin, 9th Dist. Summit No. 27524, 2015-Ohio-4469, ¶ 11, quoting Heron Point Condominium Unit Owner's Assn. v. E.R. Miller, Ltd., 9th Dist. Summit Nos. 25861, 25863, 25998, 2012-Ohio-2171, ¶ 33. If a party willfully violates the rule, the court may issue sanctions. Civ.R. 11. Before a court imposes sanctions under Civ.R. 11, "it must consider whether the attorney who signed the document (1) read it; (2) harbored good grounds to support it to the best of his or her knowledge, information, and belief; and (3) did not file it for the purpose of delay." Lable &Co. v. Flowers, 104 Ohio App.3d 227, 235 (9th Dist.1995). "We review the award of sanctions under Civ.R. 11 for an abuse of discretion." In re Guardianship of Bakhtiar, 9th Dist. Lorain No. 16CA011036, 2018-Ohio-1764, ¶ 17. An abuse of discretion implies that the court's attitude is unreasonable, arbitrary, or unconscionable. Blakemore v. Blakemore, 5 Ohio St.3d 217, 219 (1983).
{¶34} The analysis of a claim pursuant to R.C. 2323.51(A)(2) "boils down to a determination of: (1) whether an action taken by the party to be sanctioned constitutes 'frivolous conduct,' and (2) what amount, if any, of reasonable fees necessitated by the frivolous conduct is to be awarded to the aggrieved party." P.N. Gilcrest Ltd. Partnership, 2011-Ohio-2990, at ¶ 32. R.C. 2323.51(A)(2)(a) defines "[f]rivolous conduct[,]" in relevant part, as conduct of a party to a civil action or the party's attorney that satisfies one of the following:
(i) It obviously serves merely to harass or maliciously injure another party to the civil action or appeal or is for another improper purpose, including, but not limited to, causing unnecessary delay or a needless increase in the cost of litigation.
(ii) It is not warranted under existing law, cannot be supported by a good faith argument for an extension, modification, or reversal of existing law, or cannot be supported by a good faith argument for the establishment of new law."R.C. 2323.51 does not purport to punish a party for failing on a claim." Oehler v. McAdams, 9th Dist. Summit No. 28903, 2019-Ohio-1976, ¶ 12, quoting Harold Pollock Co., LPA v. Bishop, 9th Dist. Lorain No. 12CA010233, 2014-Ohio-1132, ¶ 19. Rather, it "must involve egregious conduct." Oehler at ¶ 12, quoting State ex rel. DiFranco v. City of S. Euclid, 144 Ohio St.3d 571, 2015-Ohio-4915. "On appeal, [this court] will not reverse a lower court's decision on whether to award sanctions under R.C. 2323.51 absent a showing of an abuse of discretion." (Alteration sic.) State ex rel. DiFranco v. S. Euclid, 144 Ohio St.3d 571, 2015-Ohio-4915, ¶ 13, quoting State ex rel. Bell v. Madison Cty. Bd. of Commrs., 139 Ohio St.3d 106, 2014-Ohio-1564, ¶ 10.
{¶35} As noted, the Seemray Defendants moved for sanctions and attorney fees against Plaintiffs and their attorney on the basis that Plaintiffs and their attorney engaged in frivolous conduct by filing frivolous claims against them. In denying their motion under R.C. 2323.51, the trial court found, in part, that: (1) Plaintiffs' claims for fraud and breach of contract were not frivolous because Plaintiffs based their claims upon alleged oral representations regarding the installation of the windows and the SHGC rating; and (2) Plaintiffs' claim against Mr. Arnaut individually was not frivolous because Plaintiffs alleged that Mr. Arnaut owned and controlled Seemray and Argo, which could have allowed Plaintiffs to "pierce the corporate veil" and rendered Mr. Arnaut liable.
{¶36} In denying the Seemray Defendants' motion under Civ.R. 11, the trial court found that: (1) there was no allegation or evidence that Plaintiffs or their attorney failed to read the complaint prior to signing it; (2) the Seemray Defendants failed to establish that Plaintiffs or their attorney lacked good grounds to support their complaint; and (3) the Seemray Defendants had not argued that Plaintiffs or their attorney filed their complaint for purposes of delay.
{¶37} On appeal, the Seemray Defendants rely upon the arguments raised in their motion for summary judgment, as well as the trial court's judgment entry granting summary judgment in their favor, to support their argument that Plaintiffs engaged in frivolous conduct. Despite the Seemray Defendants' argument to the contrary, this Court's review of the record indicates that the trial court did not abuse its discretion by denying the Seemray Defendants' motion for sanctions and attorney fees under R.C. 2323.51. The record does not demonstrate that Plaintiffs' or their attorney engaged in "egregious" conduct that "obviously serve[d] merely to harass or maliciously injure" the Seemray Defendants. Oehler, 2019-Ohio-1976, at ¶ 12 quoting State ex rel. DiFranco, 2019-Ohio-1976, at ¶ 12; R.C. 2323.51(A)(2)(a). Nor does the record demonstrate that Plaintiffs' claims were not warranted under existing law. R.C. 2323.51(A)(2)(a). While Plaintiffs were ultimately unsuccessful, "R.C. 2323.51 does not purport to punish a party for failing on a claim." Oehler at ¶ 12, quoting Harold Pollock Co., LPA, 2014-Ohio-1132, at ¶ 19. This Court, therefore, concludes that the trial court did not abuse its discretion when it denied the Seemray Defendants' motion for sanctions under R.C. 2323.51. State ex rel. DiFranco at ¶ 13.
{¶38} This Court likewise concludes that the trial court did not abuse its discretion when it denied the Seemray Defendants' motion for sanctions under Civ.R. 11. Despite the Seemray Defendants' argument to the contrary, the record does not reflect that Plaintiffs' attorney lacked good grounds to support the complaint to the best of the attorney's knowledge, information, and belief for purposes of Civ.R. 11. This Court, therefore, concludes that the trial court did not abuse its discretion when it denied the Seemray Defendants' motion for sanctions of Civ.R. 11.
{¶39} In light of the foregoing, the Seemray Defendants' assignment of error is overruled.
III.
{¶40} Plaintiffs' assignment of error in Case No. 30346 is overruled. The Seemray Defendants' assignment of error in Case No. 30459 is overruled. The judgments of the Summit County Court of Common Pleas are affirmed.
Judgments affirmed.
There were reasonable grounds for this appeal.
We order that a special mandate issue out of this Court, directing the Court of Common Pleas, County of Summit, State of Ohio, to carry this judgment into execution. A certified copy of this journal entry shall constitute the mandate, pursuant to App.R. 27.
Immediately upon the filing hereof, this document shall constitute the journal entry of judgment, and it shall be file stamped by the Clerk of the Court of Appeals at which time the period for review shall begin to run. App.R. 22(C). The Clerk of the Court of Appeals is instructed to mail a notice of entry of this judgment to the parties and to make a notation of the mailing in the docket, pursuant to App.R. 30.
In Case No. 30346, costs taxed to Appellants.
In Case No. 30359, costs taxed to Appellants.
FOR THE COURT
SUTTON, P. J. HENSAL, J. CONCUR.