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Constantino v. Ciuni & Panichi, Inc.

Court of Appeals of Ohio, Eighth District, Cuyahoga

December 21, 2017

PETER CONSTANTINO PLAINTIFF-APPELLEE
v.
CIUNI & PANICHI, INC., ET AL. DEFENDANTS-APPELLANTS

         Civil Appeal from the Cuyahoga County Court of Common Pleas Case No. CV-16-864664

          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, L.L.C.

          BEFORE: Laster Mays, J., McCormack, P.J., and Jones, J.

          JOURNAL ENTRY AND OPINION

          ANITA LASTER MAYS, JUDGE.

         {¶1} 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.

         I. Facts

         {¶2} 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.

         {¶3} 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.

         Constantino 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.

         II. Motion to Stay Litigation Pending Arbitration A. Standard of Review

         {¶4} Generally,

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, ΒΆ 14. The term abuse of discretion connotes more than an error of law or judgment; it implies that the court's attitude ...

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