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Gudorf Law Group, LLC v. Brannon

Court of Appeals of Ohio, Second District, Montgomery

August 30, 2019

GUDORF LAW GROUP, LLC Plaintiff-Appellant
v.
DAVID BRANNON Defendant-Appellee

          Civil Appeal from Common Pleas Court, Trial Court Case No. 2016-CV-2688

          RICHARD HEMPFLING, Atty. Reg. No. 0029986, Attorney for Plaintiff-Appellant

          MATTHEW C. SCHULTZ, Atty. Reg. No. 0080142 and DAVID D. BRANNON, Atty. Reg. No. 0079755, Attorneys for Defendant-Appellee

          OPINION

          HALL, J.

          {¶ 1} The Gudorf Law Group, LLC ("Gudorf") appeals from the trial court's decision and judgment entry denying defendant-appellee David Brannon's motion for sanctions and overruling Gudorf s motion for reconsideration of a prior summary judgment decision in Brannon's favor.

         {¶ 2} In its two assignments of error, Gudorf does not challenge the trial court's ruling on Brannon's sanctions motion. Rather, in its first assignment of error, Gudorf challenges the trial court's earlier entry of summary judgment in favor of Brannon on Gudorf's complaint. In its second assignment of error, Gudorf challenges the trial court's overruling of its motion for reconsideration of that summary judgment decision.

         {¶ 3} The record reflects that Gudorf filed the underlying case against Brannon in May 2015, alleging seven claims arising out of the parties' employment relationship. The claims involved Brannon's terminating his employment with Gudorf and taking a client with him to his new employer, Brannon & Associates. After leaving Gudorf, Brannon obtained a favorable settlement for his client and earned a substantial fee. In its lawsuit, Gudorf asserted a right to be compensated for the departed client. Brannon filed counterclaims in June 2016. Both parties moved for summary judgment on Gudorf's complaint. In May 2017, the trial court resolved the motions by entering summary judgment in favor of Brannon on the complaint.

         {¶ 4} Gudorf appealed the trial court's summary judgment decision to this court in Gudorf Law Group, LLC v. Brannon, 2d Dist. Montgomery No. 27628 ("Gudorf I"). We dismissed the appeal on July 24, 2017 for lack of a final, appealable order. We noted that the trial court had not resolved Brannon's counterclaims and had not included Civ.R. 54(B) certification. We also observed that Brannon had filed a sanctions motion, which remained pending in the trial court. The sanctions motion had been filed after the trial court's summary judgment ruling but before Gudorf s notice of appeal. We opined that the sanctions motion "may need to be resolved, or Civ.R. 54(B) certification added, before the matter is considered final." Gudorf I, July 24, 2017 Decision and Final Judgment Entry.

         {¶ 5} After we dismissed Gudorf I, the trial court scheduled a bench trial on Brannon's counterclaims and sanctions motion. On August 25, 2017, Brannon voluntarily dismissed his counterclaims, leaving his sanctions motion pending. The trial court proceeded to hold a hearing on the issue of sanctions. After the hearing, the trial court filed a January 2, 2018 decision and judgment entry denying sanctions against Gudorf and also overruling a motion by Gudorf for reconsideration of the earlier summary judgment decision in favor of Brannon. Gudorf filed a notice of appeal on January 31, 2018, instituting the present case. Brannon moved to dismiss the appeal as untimely. Brannon acknowledged that Gudorf filed its notice of appeal within 30 days of the trial court's January 2, 2018 decision and judgment entry. Brannon argued, however, that if Gudorf wanted to challenge the trial court's summary judgment ruling, it should have appealed within 30 days of his August 25, 2017 notice of voluntary dismissal of his counterclaims. Brannon reasoned that his dismissal of the counterclaims made the summary judgment decision final and appealable. In response, Gudorf asserted that the pending sanctions motion precluded finality until the trial court resolved the sanctions issue.

         {¶ 6} In a June 15, 2018, decision and entry, we overruled Brannon's motion to dismiss the present appeal. We noted that the order designated in Gudorf's notice of appeal was the trial court's January 2, 2018 decision and judgment entry, which was final and appealable. Because Gudorf filed a timely notice of appeal on January 31, 2018, we held that we had jurisdiction over this appeal. As for whether Gudorf could assign as error in this appeal the trial court's May 2017 summary judgment decision, we explained that we would "consider that argument with the merits of the appeal after all the briefs have been filed." Briefing now has been completed, and the foregoing issues are before us for resolution.

         {¶ 7} We turn first to Brannon's contention that Gudorf cannot raise as error in this appeal the trial court's May 2017 entry of summary judgment on Gudorf's complaint. Based on our review of the record, we are inclined to agree with Gudorf's argument that Brannon's pending sanctions motion precluded finality until the trial court resolved the sanctions issue. That being so, the trial court's interlocutory summary judgment decision became final when the trial court filed its January 2, 2018 decision and judgment entry denying sanctions. Because Gudorf timely appealed from the sanctions decision, we believe the trial court's May 2017 summary judgment decision also is properly before us. We need not dwell on this issue, however, for two reasons. First, the present appeal itself is properly before us because Gudorf filed a timely notice of appeal from the trial court's January 2, 2018 decision and judgment entry. Second, even if we accept, arguendo, that Gudorf's appeal encompasses the trial court's summary judgment decision, we see no error in that decision. As we will explain more fully in the analysis that follows, the trial court properly entered summary judgment in favor of Brannon on Gudorf's complaint.

         {¶ 8} In its first assignment of error, Gudorf challenges the trial court's entry of summary judgment in favor of Brannon on the law firm's claims for breach of a written employment contract or, alternatively, for breach of a subsequent oral agreement. Both claims alleged that Brannon left the Gudorf firm and took a client with him, ultimately obtaining a favorable settlement for the client and earning a substantial fee. The claims for breach of the written and oral agreements asserted that Gudorf was entitled to be compensated for the departed client.

         {¶ 9} The claim in the complaint regarding the written contract concerned Gudorf s employment agreement with Brannon. Under the terms of that agreement, Gudorfs entitlement to compensation for the departed client depends on whether the client was "a direct client referral" of Brannon. The employment agreement provides a formula for Gudorf to obtain compensation if the client Brannon took with him was not "a direct client referral of Employee." The trial court concluded that the client was a direct client referral of Brannon, the employee, because the client was referred to him by his father, Dwight Brannon. Because the client was a direct client referral, the trial court held that Gudorf was not entitled to any compensation under the employment agreement.

         {¶ 10} On appeal, Gudorf contends the trial court erred in holding that the client Brannon took with him when he left the firm was a "direct client referral" of Brannon. Gudorfs substantive argument is as follows:

* * * [T]he Court determined GLG's claim of breach of written contract solely on its own interpretation of the meaning of the undefined term "direct client referral of Employee." Gudorf swore under oath at his deposition that his understanding of the meaning of that term was that it referred to one who was already a client of the employee before the employee was hired. See Gudorf depo. p. 141. Appellant submits that this is an entirely reasonable interpretation of the term. In opposition to that, Appellee merely argued, without sworn testimony from Brannon as to his understanding, that the term meant any client that may have been referred to ...

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