Searching over 5,500,000 cases.


searching
Buy This Entire Record For $7.95

Download the entire decision to receive the complete text, official citation,
docket number, dissents and concurrences, and footnotes for this case.

Learn more about what you receive with purchase of this case.

North Hill Holdings, L.L.C. v. Concheck

Court of Appeals of Ohio, Eighth District, Cuyahoga

December 12, 2019

NORTH HILL HOLDINGS, L.L.C., Plaintiff-Appellant,
v.
JOSEPH E. CONCHECK, ET AL., Defendants-Appellees.

          Civil Appeal from the Cuyahoga County Court of Common Pleas Case No. CV-14-825474

         JUDGMENT AFFIRMED

          Calabrese & Associates, L.L.C., and Maria L. Calabrese, for appellant.

          Benesch, Friedlander, Coplan and Aronoff, L.L.P., Yelena Boxer, Trevor G. Covey, and Anthony Charles Sallah, for appellees.

          JOURNAL ENTRY AND OPINION

          MICHELLE J. SHEEHAN, JUDGE

         {¶ 1} North Hill Holdings, L.L.C. ("North Hill" or "appellant") appeals from a judgment of the trial court that granted a motion for summary judgment filed by Joseph E. Concheck and Buckeye Hoya, L.L.C. (collectively as "appellee"). Buckeye Hoya, L.L.C. ("Buckeye") was a limited liability company, and Concheck was its managing member. The matter involved certain fees earned by Buckeye. North Hill claimed it was a member of Buckeye and Buckeye failed to distribute to North Hill its share of the fees. The trial court found that North Hill was not a member of Buckeye pursuant to R.C. 1705.14 and, therefore, North Hill lacked standing to bring the instant lawsuit. On appeal, appellant North Hill raises two assignments of error for our review:

I. The trial court erred in its December 31, 2018 Judgment Entry by granting the Appellee's Motion for Summary Judgment. The trial court incorrectly ruled that Appellant North Hill Holdings, L.L.C. was not a member of Buckeye Hoya, L.L.C. since its inception.
II. The trial court erred in its December 31, 2018 Judgment Entry by granting the Appellee's Motion for Summary Judgment. As an alternative to Assignment of Error No. 1, the trial court incorrectly ruled that the Appellees never consented to Appellant North Hill Holdings, L.L.C. becoming a member of Buckeye Hoya, L.L.C. after its inception.

         After a review of the record and applicable law, we find no merit to the appeal and affirm the trial court's judgment.

         Formation of Buckeye

         {¶ 2} Buckeye was a limited liability company in the "transactional advisory business." Concheck and Anthony O. Calabrese, III, ("Anthony Calabrese") worked together to generate business opportunities for Buckeye. The company was formed on September 7, 2010. Anthony Calabrese prepared and filed its articles of organization with the Ohio Secretary of State. The company's articles of organization was signed by Concheck alone and no other signatures appear in the document. While there is no indication whether Concheck signed the articles of organization as a member, manager or other representative, it is undisputed by the parties that Concheck was a 50 percent managing member of Buckeye. Buckeye had no operating agreement governing the company and its members. North Hill, solely owned by Anthony's wife, Maria Calabrese, claimed it was the other 50 percent member of Buckeye since its inception. Appellee disputed it.

         Buckeye Income from the BGL Transaction

         {¶3} The case specifically concerns the fees Buckeye earned from a 2012 transaction involving Brown Gibbons Lang ("BGL"), an investment banking firm, and National Entertainment Network ("NEN"), which was looking for refinancing capital. As alleged in the complaint, Anthony Calabrese introduced Concheck to two principals in the investment banking firm and the introduction enabled Concheck to obtain a consulting agreement in late 2010 with the investment banking firm. Under the consulting agreement, the investment banking firm would pay Buckeye 20 percent of fees earned from business opportunities brought by Buckeye. The agreement specifically concerned a recapitalization transaction involving NEN. Allegedly, NEN's recapitalization transaction was completed in November 2012 and Buckeye earned a fee of $231, 000 for the transaction.[1]

         {¶ 4} Appellant North Hill filed the instant lawsuit in April 2014, claiming it was the other 50 percent member of Buckeye.[2] It sought what it claimed to be its share of the $231, 000 fees earned by Buckeye in the NEN transaction. North Hill sought the recovery of the money under three causes of action. It asserted Concheck (1) violated a fiduciary duty as the managing company member of Buckeye owed to North Hill, and (2) failed to maintain and provide records to members of the company, and (3) was unjustly enriched.

         {¶ 5} Appellee moved for summary judgment, claiming that appellant North Hill lacked standing to bring the suit because it was not a member of Buckeye. Appellee alleged that Anthony Calabrese, not North Hill, was the other 50 percent member of Buckeye and, therefore, North Hill did not have standing to bring the instant complaint.

         Appellee's ...


Buy This Entire Record For $7.95

Download the entire decision to receive the complete text, official citation,
docket number, dissents and concurrences, and footnotes for this case.

Learn more about what you receive with purchase of this case.