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TN3 LLC v. Jones

Court of Appeals of Ohio, Eleventh District, Geauga

June 24, 2019

TN3 LLC, Plaintiff-Appellant,
v.
KENYATTO MONTEZ JONES, et al., Defendants-Appellees.

          Civil Appeal from the Geauga County Case No. 2018 M 000296 Court of Common Pleas

          Jonathon W. Groza and Sean P. Malone, Kohrman Jackson & Krantz, LLP, (For Plaintiff-Appellant).

          Harold Edward Farling, Law Office of Harold E. Farling, LLC, (For Defendants-Appellees).

          OPINION

          TIMOTHY P. CANNON, J.

         {¶1} Appellant, TN3 LLC ("TN3"), appeals a judgment in the Geauga County Court of Common Pleas dismissing its complaint against appellees, Kenyatto Montez Jones ("Jones"), Bear Bull Market Dividends, Inc. ("BBMD"), Ronald Robinson, Jr. ("Robinson"), and Nexgen EAS, LLC ("Nexgen"). We modify, and affirm as modified, the judgment of the trial court.

         {¶2} TN3 brought suit against the named appellees for declaratory relief, injunctive relief, breach of contract, fraud, conversion, tortious interference, unjust enrichment, and civil conspiracy. The relevant allegations leading to the dispute are as follows:

         {¶3} TN3 entered into a Consulting Agreement ("CA") with BBMD on July 14, 2016, for services related to TN3's intention to become a profitable, publicly-traded company and to acquire holding companies. The term of the CA was three years. The contract also contained an arbitration clause and a forum selection clause, both of which designated California as the proper location for dispute resolution:

15. Choice of Law, Jurisdiction, and Venue. This Agreement shall be governed by, construed and enforced in accordance with the laws of the State of California. The parties agree that the Superior Court for the State of California, County of Orange will be the venue of any dispute and will have jurisdiction over all parties. In the event that any part of this Agreement shall be determined to be void or unenforceable, the remaining parts shall continue to be construed separately and apart from such void or unenforceable parts.
16. Arbitration. Any controversy or claim arising out of or relating to this Agreement, or the alleged breach thereof, or relating to Consultant's activities or remuneration under this Agreement, shall be settled by binding arbitration in Orange County California, in accordance with the applicable rules of the American Arbitration Association, and judgment on the award rendered by the arbitrators) shall be binding on the parties and may be entered in any court having jurisdiction as provided by Paragraph 14 herein. The provisions of Title 9 of Part 3 of the California Code of Civil Procedure, including section 1283.05, and successor statutes, permitted expanded discovery proceedings shall be applicable to all disputes that are arbitrated under this paragraph.

         {¶4} Jones was not a party to the CA; however, he was responsible for performance of the contract as the CEO of BBMD and signer on behalf of the company.

         {¶5} BBMD initially recommended acquiring the company that is currently known as Innovest Global, Inc. ("Innovest") from Schoolboy Industries ("Schoolboy"), a company in Belize. Schoolboy was represented by Taniesha Matura ("Matura"), designated as its president, in the transaction. TN3 and Schoolboy entered into a Securities Purchase Agreement ("SPA") whereby TN3 acquired the shares of Innovest for $100, 000.00. The SPA contained the following clause:

5. GOVERNING LAW; DISPUTE RESOLUTION. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Nevada. Any controversy or claim out of or relating to this Agreement, the relationship resulting in or from this Agreement or breach of any duties hereunder will be settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association ("AAA"). All hearings will be held in the City of Las Vegas, Clark County, Nevada before an Arbitrator who is a licensed attorney or former judicial officer with at least fifteen (15) years' experience in commercial and/or securities law. A judgment upon the award rendered by the arbitrator shall be entered into a Court of competent jurisdiction in the City of Las Vegas, Clark County, Nevada. The Federal Arbitration Act (Title 9 U.S. Code Section 1 et. Seq.) shall govern all arbitration and confirmation proceedings. As a condition precedent to the filing of an arbitration claim, the parties agree to first mediate any claims between them at AAA. Any party refusing to mediate shall not prevent the other party or parties from pursuing their claims in arbitration. The parties shall share the cost of mediation equally. Nothing herein will be construed to prevent any party's use of injunction, and/or other prejudgment or provisional action or remedy. Any such action or remedy will not waive the moving party's right to compel arbitration of any dispute. The parties agree to also meet and negotiate in good faith in order to resolve any disputes which may arise between them.

         {¶6} Next, BBMD recommended selling Innovest to Nexgen, which TN3 attempted to do through an Escrow/Accommodation Agreement and Securities Purchase Agreement for $125, 000.00. The agreements were signed by Robinson, as Managing Member of Nexgen. However, TN3 alleges in its complaint that Nexgen failed to pay the full price of $125, 000.00 within the escrow term of five months. The SPA between TN3 and Nexgen provides the following regarding default and disputes:

e. Default in Payment and Termination. If the Buyer fails to pay any installment required by the provisions of subparagraph 1.b.iii, above, on the ...

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