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Trebnick Systems, Inc. v. Chalmers

Court of Appeals of Ohio, Twelfth District

June 24, 2013

TREBNICK SYSTEMS, INC., Plaintiff-Appellant,
v.
SCOTT CHALMERS, Defendant-Appellee.

CIVIL APPEAL FROM WARREN COUNTY COURT Case No. 2011CVF01099

William T. Daly, The Ritch Bldg., 70 Birch Alley, Suite 240, Dayton, Ohio 45440, for plaintiff-appellant

James A. Dearie, 12 East Warren Street, Lebanon, Ohio 45036, for defendant-appellee

RINGLAND, P.J.

{¶ 1} Plaintiff-appellant, Trebnick Systems, Inc., appeals a decision of the Warren County Court granting summary judgment in favor of defendant-appellee, Scott Chalmers. For the reasons stated below, we affirm.

{¶ 2} Trebnick is in the business of manufacturing printing materials. Scott Chalmers is an individual who works for a company called the Chalmers Group. In 2010, Scott contacted Trebnick and inquired whether the company could print a particular label. Later, Trebnick received a purchase order for labels from the Chalmers Group. The labels were allegedly shipped to the Chalmers Group. Trebnick claims it was never paid for the labels.

{¶ 3} In 2011, Trebnick filed suit against the Chalmers Group in the Dayton Municipal Court for breach of contract. Thereafter, Trebnick received a default judgment against the Chalmers Group. A few months later, Trebnick sued the Chalmers Group again for the same breach of contract in Warren County Court. Once more, Trebnick received a default judgment against the Chalmers Group for the debt.

{¶ 4} On October 12, 2011, Trebnick filed a complaint against Scott for breach of contract regarding the label order in the Warren County Court. Trebnick alleged that Scott was individually liable for the breach of contract. Scott disagreed and moved for summary judgment. The trial court granted Scott's motion for summary judgment.

{¶ 5} Trebnick filed this appeal, asserting a sole assignment of error:

{¶ 2} THE TRIAL COURT ERRED WHEN GRANTING THE DEFENDANT'S MOTION FOR SUMMARY JUDGMENT, AS THE TRIAL COURT'S OWN WRITTEN DECISION CONCLUDES THAT GENUINE ISSUES OF MATERIAL FACT DO EXIST, THE TRIAL COURT EITHER APPLIED THE INCORRECT LAW OR PERHAPS, AND RESPECTFULLY, SIMPLY CLERICALLY ERRED BY GRANTING, INSTEAD OF OVERRULING, DEFENDANT'S MOTION FOR SUMMARY JUDGMENT.

{¶ 1} Trebnick challenges the trial court's grant of summary judgment in favor of Scott. Trebnick argues there are genuine issues of material fact as to whether Scott is personally liable for the amount owed to Trebnick. Specifically, Trebnick maintains that Scott should be held personally liable because Trebnick was never aware that it was dealing with a corporation. Trebnick also asserts that Scott has taken different positions as to whether the Chalmers Group is a corporation throughout the proceedings.

{¶ 2} This court's review of a trial court's ruling on a summary judgment motion is de novo, which means that we review the judgment independently and without deference to the trial court's determination. Simmons v. Yingling, 12th Dist. No. CA2010-11-117, 2011-Ohio-4041, ¶ 18. We utilize the same standard in our review that the trial court uses in its evaluation of the motion. Id.

{¶ 3} Summary judgment is appropriate when there are no genuine issues of material fact to be litigated, the moving party is entitled to judgment as a matter of law, reasonable minds can come to only one conclusion, and that conclusion is adverse to the nonmoving party. Civ.R. 56(C); Williams v. McFarland Properties, LLC, 177 Ohio App.3d 490, 2008-Ohio-3594 (12th Dist.), ¶ 7. To prevail on a motion for summary judgment, the moving party must be able to point to evidentiary materials that show there is no genuine issue as to any material fact and that the moving party is entitled to judgment as a matter of law. Dresher v. Burt, 75 Ohio St.3d 280, 293 (1996). The nonmoving party must then present evidence that some issue of material fact remains to be resolved; it may not rest on the mere allegations or denials in its pleadings. Id. All evidence submitted in connection with a motion for summary judgment must be construed most strongly in favor of the party against whom the motion is made. Morris v. First Natl. Bank & Trust Co., 21 Ohio St.2d 25, 28 (1970).

{¶ 4} "A corporation, being an artificial person, can act only through agents." Lamar Advantage GP Co. v. Patel, 12th Dist. No. CA2011-10-105, 2012-Ohio-3319, ¶ 18, quoting James G. Smith & Assoc, Inc. v. Everett, 1 Ohio App.3d 118, 120 (10th Dist.1981). When a person conducts business on behalf of a corporation, he is acting as an agent for the corporation and therefore will not incur individual liability for the corporation's obligations. Lamar at ΒΆ 18. However, the agent may still incur personal liability for the debts of the corporation unless the agent "so conduct[s] himself in dealing on behalf of the corporation with third persons that those persons are ...


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