Court of Appeals of Ohio, Eleventh District, Lake
Appeal from the Lake County Court of Common Pleas, Case No.
2015 CV 000814.
Stanley Dub, 20600 Chagrin Boulevard, (For
Boles, Dinn, Hockman & Potter, LLC, (For
COLLEEN MARY OTOOLE, J.
Plaintiff-appellant, Jori, LLC,  appeals from the judgments
of the Lake County Court of Common Pleas, ruling in favor of
defendants-appellees, B2B International, LLC and Elie Chamoun
on Jori's claims that appellees failed to comply with
R.C. 1334.01 et seq. in entering a "business opportunity
plan." For the following reasons, we reverse and remand.
On May 13, 2015, Jori filed a complaint against appellees.
Jori argued that it executed a license agreement with B2B, in
order to operate a "Burgers 2 Beer, " or B2B,
restaurant. Count one alleged that this constituted the sale
of a "business opportunity plan" pursuant to R.C.
1334.01 and B2B failed to comply with statutory requirements
to provide a written disclosure document and a right to
cancel. Count two alleged that Chamoun, the managing partner
of B2B, was personally liable.
On June 19, 2015, Chamoun filed a motion to dismiss arguing
that Jori failed to establish the elements necessary to
pierce the corporate veil. Jori opposed the motion and it was
denied by the trial court.
Also on June 19, 2015, B2B filed an answer, counterclaim, and
third-party complaint raising five causes of action against
Jori and Faddoul. Jori and Faddoul filed an answer on July 2,
On July 31, 2015, Jori filed a motion for partial summary
judgment arguing that there was no issue of fact that B2B
violated R.C. 1334.01 when a license agreement was executed,
the agreement constituted a business opportunity plan, and
B2B failed to comply with the disclosure and notice
requirements of R.C. 1334.02 - .06 for such plans. Attached
to the motion was the affidavit of Faddoul, Jori's owner.
He attested that he began having discussions with Chamoun
about operating a restaurant using the trade name of B2B in
October 2013. Chamoun described his restaurants operating
under the same name as being "very successful" and
on November 1, 2013, sent an e-mail with projections,
including yearly sales of $1, 700, 000. Faddoul was very
interested in opening a B2B restaurant based on Chamoun's
representations. As a result, Faddoul leased a building in
Willowick and formed Jori, LLC to own the restaurant.
According to Faddoul, Chamoun ordered the signs and printing
of the menus for the restaurant, and dictated the menu's
design and prices at which food and beverage would be sold.
Chamoun also told Faddoul which vendors to use to supply the
food and beverage items. A license agreement was signed on
May 17, 2014 which allowed Jori/Faddoul to operate a
restaurant using the name, logo, décor, and recipes of
B2B in exchange for agreed upon payment.
On September 17, 2015, appellees filed a brief in opposition
to Jori's motion for partial summary judgment arguing
that the court could only look to the terms of the integrated
license agreement to determine whether a "business
opportunity plan" existed. Attached was the affidavit of
Chamoun, who averred that Faddoul, the owner of one or more
Subway franchises, asked for a license to use B2B's name,
trade dress, and propriety information, but did not want a
franchise agreement, an allegation denied by Faddoul in a
subsequent affidavit. Chamoun stated that there was no
representation or promise of profit and estimated sales
figures provided were an opinion and based on if the
restaurant was run correctly. Chamoun stated that Faddoul,
after completing refurbishments with his own contractor,
opened the B2B restaurant in May 2014 but by August 2014 had
changed the restaurant to Cleveland Burger Company.
On September 21, 2015, Chamoun filed an answer, counterclaim,
and third party complaint. Jori and Faddoul filed an answer
two days later.
On April 4, 2016, the trial court denied Jori's motion
for partial summary judgment. The court applied the parol
evidence rule and found that it could only consider the four
corners of the license to determine whether the parties had a
"business opportunity plan" pursuant to R.C.
1334.01(D). The court found that no business opportunity plan
existed and that appellees could not be held liable for
failure to comply with the obligations in R.C. 1334.02 - .06.
On May 6, 2016, the court issued a judgment entry restating
that holding and noting that "there is no just cause for
Jori and Faddoul appealed to this court. The appeal was
dismissed in a September 30, 2016 memorandum opinion, in
which this court held that there was a lack of a final order
since the denial of a motion for summary judgment is not
final. Jori, LLC v. B2B Internatl., LLC, 11th Dist.
Lake No. 2016-L-046, 2016-Ohio-7162.
On November 1, 2016, Jori filed a motion for rehearing of
motion for partial summary judgment or requesting the court
to enter judgment for appellees on Jori's claims. On
November 8, 2016, the trial court issued a judgment entry
stating that the prior denial of the motion for summary
judgment "resulted in judgment against Plaintiff as to
all claims in Plaintiffs Complaint" and that the
"judgment was in favor of the Defendant as to all
Plaintiffs claims against the Defendant." The court
granted the portion of Jori's motion requesting it to
enter judgment for appellees on Jori's claims. The court
included language that "there is no just cause for
On appeal, Jori raises the following two assignments of
"[1.] The trial court erred in finding that the License
Agreement did not meet the statutory definition of a
'business opportunity ...