from the Franklin County Court of Common Pleas C.P.C. No.
C. Loepp, Law Offices Co., LPA, and Thomas C. Loepp, for
Brunner Quinn, Rick L. Brunner, and Patrick M. Quinn, for
Patrick M. Quinn.
1} Defendant-appellant, Merchants Holding LLC,
appeals the July 28, 2017 decision and entry of the Franklin
County Court of Common Pleas. For the following reasons, we
Facts and Procedural History
2} This matter arises out of appellant's
purchase of businesses from plaintiff-appellee, Jeffrey
Starner. On July 18, 2014, the parties executed a Stock and
Membership Interest Purchase Agreement (the
"agreement"). Pursuant to the agreement, appellant
received the businesses in exchange for its execution of a
cognovit note for the principal amount of $400, 000 together
with interest as set forth in the note. The cognovit note
provided in pertinent part as follows:
FOR VALUE RECEIVED, Merchants Holding, LLC * * *
("Borrower"), promises to pay to the order of
Jeffrey Starner ("Lender, " which term shall
include any subsequent holder hereof), * * * the principal
sum of Four Hundred Thousand Dollars (U.S. $400, 000.00) (the
"Principal Sum"), together with interest, at the
rates and in the manner hereinafter set forth.
1.1 Interest will accrue on the outstanding balance of the
Principal Sum from the date hereof until this Note is paid in
full at a rate of Six and 00/100ths Percent (6.00%) per
annum, subject to the applicability of the Default Rate as
2.1 This note shall be payable as follows:
(i) Commencing on February 15, 2015 and on the 15th day of
each month thereafter thru and including June 15, 2016,
interest only payments of $2, 000;
(ii) Commencing July 15, 2016 and on the 15th day of each
month thereafter thru and including June 15, 2019, principal
and interest payments of $3, 487.04; and
(iii) On July 15, 2019, unless sooner paid or declared due
and payable in accordance with Subsection 5.2 of this Note,
the balance, $359, 119.84.
Payments received will be applied in the following order: (i)
to accrued interest ...