FROM JUDGMENT ENTERED IN THE COURT OF COMMON PLEAS COUNTY OF
LORAIN, OHIO CASE No. 13-CV-180782
PATRICK DICHIRO, Attorney at Law, for Appellants.
M. HORWITZ, Attorney at Law, for Appellee.
DECISION AND JOURNAL ENTRY
SCHAFER, Presiding Judge.
Defendants-Appellants, Brar Brothers Enterprises LLC and
Gurcharan Brar (collectively "Brar"), appeal the
judgment of the Lorain County Court of Common Pleas entering
judgment in favor of Plaintiff-Appellee, Westlake Associates,
LLC ("Westlake"). We affirm.
Brar was the owner of a food market known as C Supermarket in
Elyria, Ohio that it wished to sell. On or about January 25,
2012, Brar entered into a "Business Broker Finder's
Fee Agreement" with Westlake to facilitate the sale of
the business. Mahesh Inukurthi signed the broker agreement as
President of Westlake.
Per the broker agreement, Westlake was to identify and
introduce to Brar potential purchasers of C Supermarket. The
broker agreement further stated that Brar was to compensate
Westlake by commission in the event that Brar successfully
closed on the sale of C Supermarket with a purchaser
identified and introduced by Westlake. The broker agreement
contained a non-circumvention clause that entitled Westlake
to commission if, after the expiration of the one-year term
of the agreement, Brar closed on the sale of C Supermarket
with a purchaser initially identified or introduced by
Westlake during the term of the agreement. The rate of
commission was stated as a $25, 000.00 minimum plus any
amount over a $345, 000.00 purchase price.
During the one year term of the broker agreement, Mr.
Inukarthi, on behalf of Westlake, introduced three
prospective purchasers to Brar. He introduced Samir Patel as
a prospective purchaser sometime in February or March of
2012. Mr. Inukarthi and Mr. Patel both testified that Mr.
Patel did not know Mr. Brar prior to this introduction. Mr.
Brar testified, to the contrary, that he knew Mr. Patel
before Mr. Inukarthi introduced them.
Mr. Patel began to discuss potential sale terms with Brar.
However, the negotiations were slow and Mr. Patel did not
purchase the business until April of 2013. Per the Agreement
of Purchase and Sale of Assets and Management Agreement of
April 3, 2013, Brar sold C Supermarket to Kanudo Inc. for
$157, 000.00. Mr. Patel signed these agreements as
"President" of Kanudo Inc. They eventually closed
on the sale, and Mr. Patel commenced operation of C
Upon learning of the sale to Mr. Patel, which occurred after
the expiration of the broker agreement, Westlake sought to
invoke the non-circumvention clause and recover a $25, 000.00
commission from Brar under the broker agreement. Brar agreed
that Westlake was entitled to commission in an amount much
less than $25, 000.00, and argued that the broker agreement
was rendered void when the parties entered a subsequent
broker agreement wherein Westlake agreed to accept lower
commission. On July 1, 2013, Westlake filed the current
action against Brar alleging claims for receivership, breach
of contract, promissory estoppel, unjust enrichment, and
The matter proceeded to a bench trial on September 25, 2014,
which concluded that same day. Mr. Inukarthi testified at
trial. In lieu of live testimony, the trial court admitted
the deposition transcripts of Mr. Brar and Mr. Patel.
Westlake objected to the admission of Brar's purported
copy of the contested second broker agreement into evidence.
The trial judge indicated that he would need to review the
testimony in the deposition transcript of Mr. Brar before
making his decision as to the admissibility of the second
agreement. Taking the matter under advisement, the trial
judge indicated that he would complete his review of the
deposition transcript, evidence, and notes and he anticipated
issuing a ruling as soon as the following day.
A period of thirty-two months passed before the trial court
issued its decision on May 12, 2017. In the May 12, 2017
journal entry, the trial court found that Westlake
established by a preponderance of evidence that Brar breached
the broker agreement executed in January of 2012. The trial
court further found that the evidence did not support
Brar's claim that a second broker agreement was executed
by both parties. Accordingly, the court granted Westlake
judgment on its complaint in the amount of $25, 000.00. Brar
filed a timely appeal of this matter raising two assignments
of error for our review.
of Error I
trial court erred by delaying the decision in the case for
thirty-two (32) months whereby said delay caused prejudice to
[Brar] because the delay caused the trial court to become
unfamiliar with the case and forget ...