Court of Appeals of Ohio, Seventh District, Mahoning
Appeal from the Court of Common Pleas of Mahoning County,
Ohio Case No. 2015 CV 2551
Edward T. Saadi, Edward T. Saadi, LLC., for
Andrew R. Zellers, Richard G. Zellers & Associates, Inc.,
BEFORE: Carol Ann Robb, Cheryl L. Waite, Judges and Arlene
Singer, Judge of the Sixth District Court of Appeals, Sitting
OPINION AND JUDGMENT ENTRY
Plaintiff-Appellant Admin Net Tech, LLC appeals the decision
of the Mahoning County Common Pleas Court finding
Defendant-Appellee Albert M. Bleggi was not personally liable
for the debts of Defendant Medical Imaging Diagnostics, LLC.
Appellant contends this decision was not supported by
sufficient evidence, was contrary to the manifest weight of
the evidence, and improperly relied on documents generated
after contract formation to speculate as to what a
non-witness knew about the company prior to contract
formation. For the following reasons, the trial court's
judgment is affirmed.
OF THE CASE
In 2015, Appellant filed a breach of contract action against
Medical Imaging Diagnostics, LLC and Albert M. Bleggi dba
Medical Imaging Diagnostics, alleging the defendants failed
to pay outstanding invoices for computer equipment and
services. Summary judgment was granted against Medical
Imaging Diagnostics, LLC in the amount of $17, 449.96.
(5/9/17 J.E.) On the issue of whether Dr. Bleggi was
personally liable for the debt, the case proceeded to a bench
trial before a magistrate. At trial, Appellant's counsel
framed the issue as whether Dr. Bleggi disclosed he was
acting as an agent and whether he disclosed the identity of
the principal. (Tr. 10-11).
Appellant presented the testimony of its current president,
Ellissa Scott. She said Bill Adair served as the president
from 2001 -2012, at which time he moved and relinquished his
ownership interest in the company. Ms. Scott was the
vice-president and secretary of the company during that time;
she also did the billing and was the custodian of records.
(Tr. 49-50). Ms. Scott testified to unpaid invoices totaling
$17, 449.96 which were billed to "Medical Imaging
Diagnostics" (without LLC after the name). The first
invoice, dated November 30, 2011, showed services rendered
and equipment provided that month which totaled $3, 657.04.
(Pl. Ex. E).
Earlier, on August 17, 2011, Appellant generated an estimate
for 15 new computers and some accompanying services for this
client. The computers were not ordered at the time, and the
estimate was revised on February 20, 2012, showing the price
for 12 computers and instructing the customer to sign, date,
and return the estimate to schedule the installation. On
February 29, 2012, Dr. Bleggi signed and dated the estimate,
which was the only signed document produced. (Pl. Ex. B). The
required deposit of $5, 549.10 for the equipment order was
paid to Appellant at this time, leaving $6, 554.43 due as
shown by a March 5, 2012 invoice. (Pl. Ex. G). The services
part of the estimate was invoiced on June 4, 2012 for $4,
393.87. (Pl. Ex. P).
Other outstanding invoices included: $274.88 for a service
call on January 4, 2012 (Pl. Ex. V); $103.12 for a March 7,
2012 service call (Pl. Ex. I); $145.98 for a March 13, 2012
service call (Pl. Ex. L); $375.50 for a service call on April
9, 2012 (Pl. Ex. K); $181.47 for equipment in a June 4, 2012
invoice (Pl. Ex. O); $301.30 for a service call on June 6,
2012 (Pl. Ex. R); $779.28 for service calls on June 13, 14,
19, and 22, 2012 (Pl. Ex. S); $559.68 for one year of data
backup beginning in July 2012 (Pl. Ex. T); and $123.30 for
diagnostics on July 6, 2012 (Pl. Ex. U).
Ms. Scott said Appellant first performed work for Dr. Bleggi
in 2002. A certificate from the Ohio Secretary of State
showed Articles of Organization were filed in 2007 for
Medical Imaging Diagnostics, LLC by its agent, Dr. Bleggi.
(Pl. Ex. Y). Ms. Scott claimed she did not know Dr. Bleggi
was acting as an agent for an LLC when he employed their
services before or after this date. She believed he was
personally doing business as Medical Imaging Diagnostics.
(Tr. 37-38, 43-44). She was the person who entered the
client's name in their system as "Medical Imaging
Diagnostics" but did not know when she did so. (Tr. 61).
On November 2, 2011, Ms. Scott received a fax from an
employee at "Medical Imagining Diagnostics LLC"
(note the use of LLC). The fax asked Ms. Scott to complete an
attached questionnaire on the readiness of their prior
computer system for upgrade to a new billing system (required
to bill government programs). (Tr. 46-47). On March 13,
2012, another questionnaire was faxed to Ms. Scott from the
same employee at "Medical Imagining Diagnostics
LLC" who said "Bill said you could help me with
this." Ms. Scott said this questionnaire was completed
to show the specifications for the new computer systems. (Tr.
48-49). She said the handwriting on the form appeared to be
that of Mr. Adair (Appellant's former president). (Tr.
62). He handwrote the "Client Name" on the
questionnaire as "Medical Imaging Diagnostics LLC"
(and elsewhere wrote "Medical Imaging"). On March
19, 2012, he faxed his response to "Medical Imaging
On June 18, 2012, Appellant sent a letter (signed by both Mr.
Adair and Ms. Scott) to "Medical Imaging, LLC" (at
the same address listed on Appellant's invoices for
"Medical Imaging Diagnostics"); the letter
mentioned the project was put on hold by Dr. Bleggi. Although
it was her company who placed this client name in the letter
she signed, Ms. Scott said she did not know the name
"Medical Imagining, LLC." Ms. Scott disclosed that
Mr. Adair "was close with Dr. Bleggi" and his wife
worked for Dr. Bleggi. After reviewing the documents, she
acknowledged "[i]t looked like [Mr. Adair] might have
known" Medical Imaging Diagnostics was an LLC. (Tr.
Dr. Bleggi did not attend the trial due to a health
condition. Appellant caused to be read portions of Dr.
Bleggi's deposition testimony into the record. Dr. Bleggi
said he was the sole member of Medical Imaging Diagnostics,
LLC. (Tr. 82). He assumed the invoices from Appellant
represented work performed at the medical office, suggesting
the employees at the office coordinated the work. He did not
know whether any of the invoices had been paid. When asked if
there was a reason he did not sign the estimate as president
or as a member of Medical Imaging Diagnostics, LLC, he
responded, "Not that I'm aware of, no." (Tr.
83-84). After he was asked to acknowledge that the estimate
(generated by Appellant) did not say "LLC" after
"Medical Imaging Diagnostics," he was asked,
"Did you ever disclose to Admin Net Tech that you were
acting on behalf of an LLC when you signed that
document?" He replied, "I don't recall."
On April 9, 2018, the magistrate's decision found Dr.
Bleggi was not personally liable. The magistrate reviewed the
testimony and quoted case law on agency. The magistrate
pointed out the issue of whether an agency relationship and
the identity of the principal were disclosed or known to a
third person was a question of fact. The magistrate noted the
LLC was created years prior to the invoices at issue and the
manner in which the parties conducted their prior business
dealings was not presented at trial. The magistrate found
that although Ms. Scott testified she was unaware the client
was an LLC, the evidence clearly showed the agency
relationship was known to Appellant's president and
should have been known to Ms. Scott. The magistrate pointed
to documents sent throughout the project establishing
Appellant knew the agency relationship and the identity of
Appellant filed timely objections, claiming Dr. Bleggi did
not make Appellant aware he was an agent for an identified
limited liability company and the court should not speculate
as to what a non-witness (Appellant's former president)
knew based on documents sent after contract formation. On
September 19, 2018, the trial court overruled the objections
and adopted the magistrate's decision. Appellant filed a
timely appeal and contests the decision finding Dr. Bleggi
was not personally liable.
Appellant sets forth the following four assignments of error,
which Appellant addresses together:
"INSUFFICIENT EVIDENCE EXISTS TO SUPPORT THE TRIAL
COURT'S DECISION THAT APPELLEE ALBERT BLEGGI IS NOT
PERSONALLY LIABLE FOR THE ...