Bizfunds, LLC v. Jetmo, Inc.

1

2022-Ohio-3815

BIZFUNDS, LLC, Plaintiff-Appellee, v. JETMO, INC. DBA MONROE TRANSMISSION, ET AL., Defendants-Appellants.

No. 111032

Court of Appeals of Ohio, Eighth District, Cuyahoga

October 27, 2022

Civil Appeal from the Cuyahoga County Common Pleas Court Case No CV-20-933144

JUDGMENT AFFIRMED IN PART, REVERSED IN PART, AND REMANDED

Egon P. Singerman and Hunter G. Cavell, for appellee.

Scott J. Friedman, for appellants.

JOURNAL ENTRY AND OPINION

ANITA LASTER MAYS, JUDGE

{¶ 1} Defendants-appellants Jetmo Inc., d.b.a. Monroe Transmission ("Jetmo"), Kleen Car Auto Brokers, LLC ("Kleen"), Michael Casserino ("Michael") and Laura Casserino ("Laura"), collectively known as the "appellants," appeal the trial court's decision denying their motions for judgment on the pleadings and summary judgment and granting plaintiff-appellee Bizfunds, LLC's ("Bizfunds") motion for summary judgment. Jetmo asks this court to reverse the trial court's decision and remand this matter for further proceedings. We affirm in part, reverse in part, and remand to the trial court for proceedings consistent with this opinion.

I. Facts and Procedural History

{¶ 2} Bizfunds, a corporation located in Cuyahoga County, Ohio, purchases future receivables of businesses. On February 3, 2020, Michael, owner of Jetmo, entered into an agreement with Bizfunds where Bizfunds would purchase Jetmo's future merchant receivables for $47,996. The agreement states that the projected monthly average receivables were $29,838. Michael was the only person to sign as the guarantor.

{¶ 3} Per the terms of the agreement, Bizfunds advanced an up-front payment of $35,500 to Jetmo and Michael. Bizfunds alleges that upon receiving the $35,500, Jetmo almost immediately ceased processing credit card transactions and failed to pay $47,996, the balance owed to Bizfunds. The agreement does not set forth a specific time period or date that the full amount has to be repaid, but it does state that "[t]his agreement shall be in full force and effect until the Purchased Amount of Future Receivables has been delivered by Merchant to the Buyer." Michael stated that he planned to use the $35,500 to renovate his repair shop.

{¶ 4} Jetmo operated its business at 1672 East Ridge Road in Rochester, New York. The facility is owned by Kleen, which is owned by Laura, Michael's wife. Bizfunds alleges that Michael and Jetmo breached their agreement because Jetmo immediately ceased operations and processing credit cards transactions. Bizfunds contacted Jetmo at the phone number listed on the agreement. Bizfunds discovered that another company, Platinum Autohaus LLC ("Platinum") was operating an auto repair shop out of the same facility. Michael was listed as an authorized contact for the new company's credit card processing agreement.

{¶ 3} Bizfunds discovered that on February 1, 2020, two days prior to the execution of the agreement between Bizfunds and Jetmo, Platinum signed a lease agreement to operate its business out of the same facility owned by Kleen where Jetmo operated its business. On the lease agreement between Platinum and Kleen, Platinum was granted the same address, phone number, website, social media pages, and equipment of Jetmo. This lease agreement was signed by Platinum and Laura, on behalf of Kleen, on January 25, 2020. This agreement was signed a week before Michael represented that he owned the shop at the same address.

{¶ 6} Michael claims that soon after he signed the agreement with Bizfunds, Jetmo suffered a decline in revenue as a result of the COVID-19 pandemic. Michael also claims that he had no relation to Platinum or Kleen. According to Michael, Kleen and Platinum entered into a lease agreement where Platinum and Jetmo would operate their businesses simultaneously at the same location. Michael asserted that the agreement between Bizfunds and Jetmo had no bearing on the agreement between Platinum and Kleen.

{¶ 7} Bizfunds disagreed with Michael's assertions and filed a complaint on June 8, 2020, alleging that the appellants were in default of the agreement and have failed to pay the balance of the purchase amount. Bizfunds also requested attorney fees in the amount of $15,989.87. In Bizfunds' complaint, they also alleged that Jetmo fraudulently entered into the agreement knowing that upon receiving the $35,500, Jetmo would immediately cease selling its services.

{¶ 8} On September 8, 2020, the appellants filed a motion for judgment on the pleadings. They requested that the trial court dismiss the breach-of-contract claim against Laura and Kleen because they were not included in the agreement between Michael and Bizfunds. The appellants argued that Laura could not be held personally liable for breach of contract, even if she owned Jetmo, because she did not sign the contract. On January 19, 2021, the trial court denied the appellants' motion without explanation. Journal entry No. 115726055 (Jan. 19, 2021).

{¶ 9} On March 18, 2021, Bizfunds filed a motion for summary judgment. Bizfunds argued that Kleen is the successor in interest to Jetmo and that Laura, as the owner of Kleen, acted in concert with Jetmo and Michael. Bizfunds also argued that there is no genuine issue of material facts in dispute and that Bizfunds is owed $47,974.40. On May 3, 2021, the appellants filed their brief in opposition to Bizfunds' motion and a motion for summary judgment.

{¶ 10} On September 21, 2021, the trial court granted Bizfunds' motion for summary judgment and denied the appellants' motion. In the trial court's journal entry, it states, in part:

Plaintiffs motion for summary judgment, filed 03/18/2021, is granted. The court, having considered all the evidence and having construed the evidence most strongly in favor of the non-moving party, determines that reasonable minds can come to but one conclusion, that there are no genuine issues of material fact, and that plaintiff is entitled to judgment as a matter of law.

Judgment is hereby rendered for plaintiff and against defendants Jetmo, Inc. DBA Monroe Transmission NKA Kleen Car Auto Brokers LLC, Michael Casserino, and Laura Casserino, jointly and severally, in the amount of $47,974.00 plus interest at the statutory rate from the date of judgment and court costs.

Defendants['] motion for summary judgment, filed 05/03/2021, is denied.

Journal entry No. 118745492 (Sept. 21, 2021).

{¶ 11} The trial court set a hearing for punitive damages and attorney fees on October 26, 2021, and on November 4, 2021, the trial court, in its journal entry, stated, in part:

Upon consideration of the evidence, the court awards punitive damages in the amount of $25,000.00 and attorney fees in the amount of $11,993.50, in favor of plaintiff and against all defendants, jointly and severally. Final.

Journal entry No. 119364115 (Nov. 4, 2021).

{¶ 12} On November 19, 2021, the appellants filed a motion to stay the trial court's order pending the outcome of this appeal. On February 8, 2022, the trial court denied the appellants' motion. Journal entry No. 121058495 (Feb. 2, 2022). On the same day the appellants filed their motion to stay, they filed an appeal assigning five errors for our review:

1. The trial court erred in denying the defendants' motion for judgment on the pleadings;

2. The trial court erred in granting the plaintiffs motion for summary judgment against the defendants;

3. The trial court erred in denying the defendants' motion for summary judgment;

4. The trial court erred in awarding $25,000.00 in punitive damages to the plaintiff, against all defendants, jointly and severally; and

5. The trial court erred in awarding $11,993.50 in attorney fees against all defendants, jointly and severally.

{¶ 13} We will review assignment of error Nos. 2 and 3 together as they both concern the trial court's ruling on the summary judgment motion.

II. Judgment on the Pleadings

A. Standard of Review

{¶ 14} "Motions for judgment on the pleadings are governed by Civ.R. 12(C). Civ.R. 12(C) provides that '[a]fter the pleadings are closed but within such time as not to delay the trial, any party may move for judgment on the pleadings.'" Bank of Am., N.A. v. Michko, 8th Dist. Cuyahoga No. 101513, 2015-Ohio-3137, ¶ 37. "In ruling on a Civ.R. 12(C) motion, the court is permitted to consider both the complaint and the answer as well as any material attached as exhibits to those pleadings." Id., citing Schmitt v. Educational Serv. Ctr., 8th Dist. Cuyahoga No. 97605, 2012-Ohio-2208, 970 N.E.2d 1187, ¶ 10. ""'Civ.R. 12(C) requires a determination that no material factual issues exist and that the movant is entitled to judgment as a matter of law.'"" Id., quoting Rayess v. Educational Comm. for Foreign Med. Graduates, 134 Ohio St.3d 509, 2012-Ohio-5676, 983 N.E.2d 1267, ¶ 18, quoting State ex rel. Midwest Pride IV, Inc. v. Pontious, 75 Ohio St.3d at 565, 664 N.E.2d 931 (1996).

{¶ 15} "Judgment on the pleadings is appropriate where, after considering the material allegations of the pleadings and all reasonable inferences to be drawn therefrom in a light most favorable to the nonmoving party, the court finds that the moving party is entitled to judgment as a matter of law." Id., citing Rayess at ¶ 18. "We review a trial court's granting of a motion for judgment on the pleadings de novo." Id., citing id.

B. Law and Analysis

{¶ 16} In the appellants' first assignment of error, they argue that the trial court erred in denying their motion for judgment on the pleadings. The appellants filed a motion for judgment on the pleadings. They requested that the trial court dismiss the breach-of-contract claim against Laura and Kleen because they were not included in the agreement between Michael and Bizfunds. The appellants argued that Laura could...