Court of Appeals of Ohio, Eighth District, Cuyahoga
Appeal from the Cuyahoga County Court of Common Pleas Case
ATTORNEYS FOR APPELLANTS Thomas J. Tarantino Scott D.
Simpkins Climaco Wilcox Peca Tarantino & Garofoli
ATTORNEYS FOR APPELLEE Jeffrey C. Miller Brennan, Manna &
Diamond, L.L.C. Bryan E. Meek Brennan, Manna & Diamond,
BEFORE: Laster Mays, J., McCormack, P.J., and Jones, J.
JOURNAL ENTRY AND OPINION
LASTER MAYS, JUDGE.
Defendants-appellants Ciuni and Panichi, Inc., Charles M.
Ciuni, C&P Businesses, L.L.C., and C&P Advisors,
L.L.C. (collectively "defendants") appeal the trial
court's decision to deny their motion to stay litigation
pending arbitration, and asks this court to reverse the trial
court's decision. After review, we affirm.
Plaintiff-appellee Peter Constantino
("Constantino") filed a complaint against the
defendants alleging several claims that arose from
Constantino's relationship as a former partner and owner
in defendants' businesses. Constantino alleges that
defendants breached the operating agreement relating to the
buyout calculation of Constantino's capital account;
breached certain loan agreements with the defendants'
businesses; received unjust enrichment/quantum meruit; and
breached their fiduciary duty to Constantino individually and
to the defendants' businesses. Constantino clarified in
his complaint that he was not in disagreement about the
purchase price calculations ("Purchase Price
Calculations"). Constantino alleges that defendants
failed to repay him in excess of $89, 050 plus interest
pursuant to the term of a loan agreement entered into by
defendants and Constantino.
The defendants filed a motion to stay litigation pending
arbitration, arguing that Constantino's disputes are
governed by an arbitration provision contained in Section 6.9
of the operating agreement. The arbitration provision states,
Resolution of Disputes. Any dispute regarding Purchase Price
[C]alculations and the procedures set forth in Sections 6.4
through 6.8 shall be resolved by final and binding
arbitration by the American Arbitration Association before
one independent arbitrator in Cleveland, Ohio. The arbitrator
shall have the sole authority to determine the award of costs
incurred by the parties in the event of such arbitration,
including attorney fees and expenses. Nothing in this Section
6.9 shall be deemed to supercede or limit the Company's
remedies at law or in equity which may be pursued or availed
by the Company for any breach by a Member or any other
provision of this Agreement.
filed an opposition motion in response, and the trial court
denied defendants' motion. Defendants filed this timely
motion assigning one assignment of error for our review:
I. The trial court erred in denying defendants' Ciuni
& Panichi, Inc., Charles M. Ciuni, C&P Businesses,
L.L.C., and C&P Advisors, L.L.C. Motion to Stay
Litigation Pending Arbitration.
Motion to Stay Litigation Pending Arbitration A. Standard of
absent an abuse of discretion, a reviewing court should not
disturb a trial court's decision regarding a motion to
stay proceedings pending arbitration. Maclin v. Greens
Nursing, 8th Dist. Cuyahoga No. 101085, 2014-Ohio-2538,
citing K.M.P., Inc. v. Ohio Historical Soc., 4th
Dist. Jackson No. 03CA2, 2003-Ohio-4443, ¶ 14. The term
abuse of discretion connotes more than an error of law or
judgment; it implies that the court's attitude ...