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Le v. Li

Court of Appeals of Ohio, Second District, Montgomery

December 20, 2019

THANH DINH LE Plaintiff-Appellant
SHAN GUI LI, et al. Defendants-Appellees

          Civil Appeal from Common Pleas Court Trial Court Case No. 2015-CV-2837

          KEVIN A. BOWMAN, Atty. Reg. No. 0068223, Attorney for Plaintiff-Appellant

          MICHAEL WOLOSHIN, Atty. Reg. No. 0096420, Attorney for Defendants-Appellees


          TUCKER, J.

         {¶ 1} Plaintiff-appellant, Thanh Dinh Le, appeals from the trial court's judgment of December 24, 2018, in which the court adopted a magistrate's decision that had been entered on August 22, 2018. As the magistrate recommended, the court granted judgment in Le's favor on his claims for breach of contract against Defendants-appellees, Shan Gui Li and Chinh Van Luong; denied Le's claim for declaratory judgment against Appellees; and entered judgment in Appellees' favor on their joint counterclaim for breach of contract against Le.[1] Raising two assignments of error, Le argues that the court erred by awarding damages to Appellees on their counterclaim, and by refusing to award him the full amount of damages he sought on his claims for breach of contract. For the following reasons, we find that the court did not err, and its judgment of December 24, 2018, is therefore affirmed.

         I. Facts and Procedural History

         {¶ 2} In 2006, Le and Appellees became interested in purchasing the gas station and convenience store located at 6430 Springfield-Xenia Road in Springfield, along with the corresponding parcel of real property. The gas station, the convenience store and the land were owned at the time by LVH, Inc., which held a liquor license in connection with the store. Apparently with their prospective purchase in mind, Le and Appellees incorporated LSV Company, Ltd. ("LSV") on or about July 24, 2006.

         {¶ 3} On September 5, 2006, LSV entered into a contract with LVH, Inc. whereby the latter allowed LSV to manage the gas station and the store (together, the "Business") in exchange for a payment of $52, 000, plus the cost of the store's existing inventory, and the assumption of several other obligations. The two entities were also parties to an independent agreement in which LSVs payment of $52, 000 was to be credited against the purchase price for the land and the Business. Subsequently, LSV delegated its management responsibility to a corporation formed by Appellees, Union Market Two, Inc. ("Union Market Two").[2]

         {¶ 4} In turn, Union Market Two subsequently delegated management responsibility to Le in the "Management Agreement," a contract executed on or about June 26, 2007, by Shan Gui Li, who signed on behalf of Union Market Two, and by Le, who signed on behalf of "VLS Company, LLC."[3] Le agreed to "be fully responsible for the operation of said business in accordance with all applicable federal, state and local laws," and to indemnify Union Market Two against "all claims, demands and causes of action for the violations [sic] of any such laws." Union Market Two agreed that it would "remain solely responsible]" for "any bills, pending cause[s] of action or claim[s] that [might] have arisen prior to the date of [the Management] Agreement['s]" execution, and that as compensation for his services, Le would "receive the entire profits" generated by the Business during the term of the agreement.

         {¶ 5} Later, on an unspecified date, Le and Appellees executed a contract entitled "Letter of Intent to Purchase All the Shares of Stock of Union Market Two, Inc. and LSV Company, Ltd. for the Business Conducted at 6430 Springfield-Xenia Road, Springfield, Ohio." This contract required Le to pay "rent" directly to LVH, Inc. "in the amount of $3, 500 per month" during "the term of the [M]anagement [Agreement."[4] Additionally, Le agreed to pay Union Market Two, Inc. $54, 198.96 for the Business's "assets, inventory and good will," with the majority of the price to be remitted in monthly installments of $2, 000; to pay Appellees $52, 000, reflecting the amount LSV paid to LVH, Inc. under the agreement of September 5, 2006; and to assume LSVs liability for "any [sic] promissory note and mortgage for the purchase of the real estate located at 6430 Springfield-Xenia Road." In return, Appellees agreed that "[u]pon closing" of the sale of the land and the Business to LSV, they would "transfer and assign all their shares of stock in Union Market Two, Inc. and LSV" and "resign their offices in [those] companies."[5]

         {¶ 6} Le assumed management of the Business on June 26, 2007. Thereafter, he failed to pay suppliers' invoices, including those of the gasoline supplier, which stopped delivering in January 2008; failed to repair a broken gasoline pump, despite receiving insurance compensation for that purpose; and failed to pay the Ohio Department of Taxation, leading to the suspension of the liquor license associated with the convenience store. On April 3, 2008, the owner of LVH, Inc. entered the convenience store and changed the locks, which prevented Le from continuing as manager and effectively terminated the Management Agreement. Nevertheless, the sale of the land and the Business by LVH, Inc. to LSV was closed on April 11, 2008. Le not only attended the closing but gave Appellees a check for $12, 000, without which they would not have been able to pay the purchase price. Appellees afterward sold the land and the Business to a third party on August 20, 2009.

         {¶ 7} Le filed a complaint against Appellees on May 29, 2015, to which Appellees responded with an answer and a counterclaim. The case eventually proceeded to a bench trial before a magistrate that began on November 15, 2017, and ended on January 31, 2018. On August 22, 2018, the magistrate entered a decision, and in its judgment of December 24, 2018, the trial court adopted the magistrate's decision. Le timely appealed to this court on January 23, 2019.

         II. Analysis

         {¶ 8} Because they implicate the same standard of review, we address Le's assignments of error together. For ...

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