Court of Appeals of Ohio, Fifth District, Licking
JERRY J. McCARTHY, et al. Plaintiffs-Appellants
PHILLIP ANDERSON, et al. Defendants-Appellees
Appeal from the Court of Common Pleas, Case No. 17 CV 189
Plaintiff-Appellant Legacy LAREN E. KNOLL KNOLL LAW FIRM LLC
Defendants-Appellees MICHAEL HRABCAK BENJAMIN B. NELSON
HRABCAK & COMPANY, LPA
John W. Wise, P. J. Hon. William B. Hoffman, J. Hon. Earle E.
Wise, Jr., J.
John, P. J.
Plaintiff-Appellant Legacy Apparel and Promo, Inc. appeals
the decision of the Court of Common Pleas, Licking County,
which ordered a corporate dissolution and the appointment of
a receiver upon motions filed by Defendants-Appellees Philip
Anderson, et al. The relevant facts leading to this
appeal are as follows.
In July 2015, Jerry J. McCarthy (co-plaintiff) and Appellee
Anderson decided to incorporate and operate a new apparel and
promotional products company called Legacy Apparel &
Promo, Inc., assuming the titles of directors and officers.
According to McCarthy, he and appellee were to be 50/50
owners of the new company, and profits were to be split
equally. Appellee had previously operated another apparel and
promotions business known as Vision Apparel, but appellee
allegedly told McCarthy that he was no longer operating
Vision Apparel, and that the company had been shut down.
Due to his concerns with Legacy Apparel's finances and
certain expenditures, McCarthy met with appellee in the fall
of 2016, seeking an accounting and to direct operations in a
profitable manner. McCarthy allegedly informed appellee that
he would be taking a more active role in the management of
the business. According to appellant, in late 2016 and early
2017, appellee repeatedly locked out appellant from the
company computer systems and denied access to programs and
systems utilized by Legacy Apparel.
On February 10, 2017, Appellant Legacy and McCarthy filed a
civil complaint in the Licking County Court of Common Pleas
against Appellee Anderson, Appellee Vision Apparel, and other
"John Doe" defendants, alleging counts of fraud,
breach of fiduciary duty, breach of duties of loyalty and
care, tortious interference with business relations and
contract, conversion, unfair competition and uniform trade
secrets violations, and unjust enrichment. Appellant and
McCarthy also therein requested inter alia a
temporary restraining order and a preliminary injunction.
Appellees filed their answer to the complaint on March 6,
2017. Furthermore, on April 3 and 4, 2017, Appellee Anderson
filed motions seeking judicial dissolution and the
appointment of a receiver.
In the meantime, on April 25, 2017, the trial court issued a
judgment entry, stating inter alia that a receiver
would be appointed in the near future and that the parties
had agreed to "restrain from altering, deleting, or
modifying any data or electronically stored information
concerning the operation of either company." Judgment
Entry, April 25, 2017, at 1.
A hearing was conducted before the trial court on April 28,
On May 2, 2017, the trial court issued a judgment entry
finding the parties "deadlocked in management, "
granting dissolution of Legacy Apparel and Promo, Inc., and
naming Attorney Justin Lodge as the receiver. On the same
day, the court issued an order quashing certain subpoenas to
Park National Bank, Fifth Third Bank, and Customer Focus
On May 30, 2017, Appellant Legacy filed a notice of appeal as
to the three aforesaid judgment entries. It herein raises
the following five Assignments of Error:
"I. THE TRIAL COURT ERRED WHEN IT FAILED TO RESTRAIN MR.