Searching over 5,500,000 cases.


searching
Buy This Entire Record For $7.95

Download the entire decision to receive the complete text, official citation,
docket number, dissents and concurrences, and footnotes for this case.

Learn more about what you receive with purchase of this case.

Ohio Valley Business Advisors, L.L.C. v. AER Investment Corp.

Court of Appeals of Ohio, Eighth District, Cuyahoga

April 6, 2017

OHIO VALLEY BUSINESS ADVISORS, L.L.C. PLAINTIFF-APPELLEE
v.
AER INVESTMENT CORPORATION DEFENDANT-APPELLANT

         Civil Appeal from the Cuyahoga County Court of Common Pleas Case No. CV-14-834130

          ATTORNEY FOR APPELLANT Dorothea J. Kingsbury

          ATTORNEY FOR APPELLEE Jack S. Malkin 20521 Chagrin Boulevard, Suite E

          BEFORE: Boyle, P.J., Laster Mays, J., and Celebrezze, J.

          JOURNAL ENTRY AND OPINION

          MARY J. BOYLE, PRESIDING JUDGE

         {¶1} Defendant-appellant, AER Investment Corp. ("AER"), appeals from a judgment in favor of plaintiff-appellee, Ohio Valley Business Advisors, L.L.C. ("Ohio Valley), in the amount of $28, 976.16. AER raises two assignments of error for our review:

1. The trial court erred in finding that a valid contract for the contingent purchase of appellant's business existed with K9 Playtime, L.L.C.
2. The trial court erred in reaching a conclusion that was contrary to the manifest weight of the evidence.

         {¶2} Finding no merit to AER's arguments, we affirm.

         I. Procedural History and Factual Background

         {¶3} The undisputed facts from the relevant contracts and trial are as follows. Since 2009, AER owned a franchise business in Highland Heights, Ohio, known as Camp Bow Wow. On April 4, 2014, AER sold the assets of Camp Bow Wow back to the franchisor, DOG Development, L.L.C. ("DOG"), for $175, 000, pursuant to an asset purchase agreement. The terms of the asset purchase agreement between AER and DOG, however, included a contingent purchase price if DOG was able to resell the business for more than $175, 000 before August 31, 2014. AER was also given an opportunity to submit resale proposals from third parties during that same time period. Thus, if Camp Bow Wow was resold during this time frame for more than $175, 000, either through DOG's efforts or through AER's efforts, then AER was entitled to 100 percent of the additional purchase price minus certain expenses that were spelled out in the asset purchase agreement. On April 7, 2014, AER, through its president, Amy Ryan, entered into a nonexclusive business listing agreement ("brokerage agreement") with Ohio Valley, a broker, where AER engaged Ohio Valley to "find a buyer" for Camp Bow Wow on or before August 31, 2014.

         {¶4} Per the brokerage agreement, AER agreed to pay Ohio Valley a nonrefundable listing fee of $5, 000 in advance, and then a 12 percent brokerage fee in the event of a successful sale, up to $40, 000 (minus the $5, 000 listing fee). The brokerage agreement further provided that potential buyers excluded from the brokerage agreement were "only those potential buyers who originated" through the franchisor, DOG.

         {¶5} The brokerage agreement between AER and Ohio Valley also incorporated the terms of the asset purchase agreement between AER and DOG. The brokerage agreement stated:

WHEREAS, AER and DOG have executed agreements to sell [Camp Bow Wow] to DOG effective April 1, 2014, but the terms of such sale include a contingent purchase price if DOG resells [Camp Bow Wow] at a price higher than $175, 000 prior to August 31, 2014, and AER is given the right ...

Buy This Entire Record For $7.95

Download the entire decision to receive the complete text, official citation,
docket number, dissents and concurrences, and footnotes for this case.

Learn more about what you receive with purchase of this case.