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Bridgestone Americas Tire Operations, LLC v. Harris

Court of Appeals of Ohio, Fifth District, Stark

January 13, 2020

BRIDGESTONE AMERICAS TIRE OPERATIONS, LLC Plaintiff-Appellee
v.
RONNIE HARRIS, et al. Defendants-Appellants

          Civil Appeal from the Court of Common Pleas, Case No. 2016CV00688

          For Plaintiff-Appellee DAVID T. MOSS JOHN R. CHLYSTA HANNA, CAMPBELL, & POWELL, LLP

          For Defendants-Appellants TERRENCE L. SEEBERGER STARK & KNOLL CO., LPA

          Hon. W. Scott Gwin, P. J. Hon. John W. Wise, J. Hon. Patricia A. Delaney, J.

          OPINION

          Wise, J.

         {¶1} Defendants-Appellants Ronnie Harris and B&S Transport, Inc. appeal the decision of the Stark County Court of Common Pleas ("trial court"), which granted summary judgment against them and in favor of Plaintiff-Appellee Bridgestone Americas Tire Operations, LLC in a lawsuit seeking payment for automotive tires following termination of a dealership agreement between the parties. The relevant facts leading to this appeal are as follows.

         {¶2} Appellant B&S Transport, Inc. is a subchapter "S" corporation, primarily owned by Appellant Harris, engaged in the business of tire sales and distribution, including the supplying of tires to the federal government. In 1991, B&S Transport Inc. and Bridgestone/Firestone, Inc. entered into a standard dealership agreement, as further discussed infra. The agreement, by its terms, was to be construed under the laws of the State of California. Id. at para. 13.

         {¶3} The aforesaid dealership agreement was accompanied by a mutually signed letter dated April 1, 1991 that expressly amended the agreement. The letter included language wherein appellee recognized that because of the nature of appellants' business, "it is not realistic for you to perform certain of the functions performed by a typical tire dealer, such as handling warranty adjustments, or providing services to purchasers of Bridgestone products * * *." Appellee also therein stated that it proposed to proceed with orders being accepted or rejected on a "deal-specific basis," extending to appellants that same "net store prices" and "other prices, discounts and payment terms available to any other Bridgestone dealer * * *." The amending letter also stated: "At any time, and for any reason, either party may terminate this relationship upon 30 days' written notice, provided that each party shall honor all commitments incurred prior to the effective date of any such termination. * * * ."

         {¶4} Subsequent to 1991, the parties engaged in business under the aforesaid dealership agreement and amending letter, resulting in appellants obtaining numerous federal government contracts benefiting appellee for the provision of Bridgestone and Firestone brand tires.

         {¶5} In late 2011, appellants won six contract awards, for two years each, from the Defense Logistics Agency ("DLA"), with DLA having the unilateral right to extend each contract by a year. See Ronnie Harris Affidavit, para. 18-24. Appellee was notified that B&S was bidding for the DLA contracts and was timely provided copies of all six contracts. Appellee thereupon began to furnish tires in support of these DLA contracts.

         {¶6} However, on or about February 28, 2013, appellee caused to be personally delivered to Appellant Harris a written notification that appellee had "decided to terminate B&S Transport as an authorized dealer of all Bridgestone and Firestone brand product lines * * *." The stated reasons for termination included "Bridgestone's change in distribution and go-to-market solutions strategies." See Exhibit B of Affidavit # 1 of Landers Gaines. The effective termination date was set forth as January 1, 2014.

         Appellants' Federal Lawsuit

         {¶7} On December 19, 2013, Appellants Ronnie Harris, who is African-American, and B&S Transport sued Appellee Bridgestone Americas Tire Operations in the United States District Court for the Northern District of Ohio, case number 5:13-cv-02793-SL. Appellants therein alleged that Bridgestone had racially discriminated against Harris by terminating the dealer agreement without cause and by allegedly favoring a nonminority dealer. See B&S Transport v. Bridgestone Americas Tire Opers., 171 F.Supp.3d 669, 676 (N.D. Ohio 2016). They also asserted state-law claims, including breach of contract, breach of implied covenant of good faith, promissory estoppel, and others. Appellants sought damages and injunctive relief. Id.

         {¶8} After an oral hearing, the federal court denied appellants preliminary injunctive relief, finding that the discrimination claim did not present a high likelihood of success on the merits. B&S Transport v. Bridgestone Americas Tire Opers., N.D.Ohio No. 5:13-CV-2793, 2014 WL 804771 (Feb. 27, 2014).

         {¶9} After discovery, the federal court granted appellee summary judgment on appellants' discrimination claims. See 171 F.Supp.3d at 680-83, 689. The federal court further declined jurisdiction over appellants' state-law claims.

         {¶10} On reconsideration, the federal court adhered to its original decision. See B&S Transport, Inc. v. Bridgestone Americas Tire Operations, LLC, N.D.Ohio No. 5:13-CV-2793, 2017 WL 5554769 (Nov. 17, 2017).

         Federal Appeal

         {¶11} Appellants thereafter appealed to the United States Court of Appeals, Sixth Circuit. On February 13, 2019, the Sixth Circuit Court affirmed the grant of summary judgment in favor of Bridgestone by the United States District Court for the Northern District of Ohio. See B&S Trans., Inc. v. Bridgestone Americas Tire Operations, LLC, 758 Fed.Appx. 503 (6th Cir.2019).

         Appellee's Common Pleas Lawsuit and Appellants' Counterclaims

         {¶12} After the federal court declined jurisdiction over the state-law claims, appellee filed an action on March 23, 2016 in the Stark County Court of Common Pleas, seeking to recover more than $1, 000, 000.00 that Appellants B&S and Harris allegedly owed for tires they had purchased on credit. Appellants, on April 22, 2016, counterclaimed for breach of contract, breach of the implied covenant of good faith, promissory estoppel, tortious interference with contract, antitrust, and a violation of R.C. 1353.06.

         {¶13} On February 7, 2017, after the completion of discovery, appellee moved for summary judgment in regard to all claims, including the counterclaims. Via a judgment entry issued on March 28, 2017, the trial court denied summary judgment on appellee's claims, finding a factual dispute over amounts allegedly owed by appellants. However, the court granted summary judgment in favor of appellee on appellants' counterclaims. The trial court issued a nunc pro tunc judgment entry on April 14, 2017, adding Civ.R. 54(B) language.

         First State Appeal

         {¶14} Appellants then filed an appeal to this Court, arguing that the trial court had erred in granting Bridgestone summary judgment on appellants' breach of contract, breach of good faith and fair dealing, and promissory estoppel counterclaims.

         {¶15} Upon review, this Court affirmed the April 14, 2017 decision of the Stark County Court of Common Pleas. See Bridgestone Americas Tire Operations, LLC v. Harris, 5th Dist. Stark No. 2017 CA 00068, 2018-Ohio-63, 104 N.E.3d 81 (decided January 9, 2018). We will herein refer to this decision of affirmance as "Harris I."

         {¶16} The Ohio Supreme Court subsequently declined to accept the case for further appeal. See Bridgestone Ams. Tire Operations, LLC. v. Harris, 152 Ohio St.3d 1481, 2018-Ohio-1990, 98 N.E.3d 295 (announced May 23, 2108).

         Subsequent Common Pleas Proceedings

         {¶17} On November 21, 2018, Appellee Bridgestone moved for summary judgment in the trial court on three issues, claiming entitlement to judgment in the sum of $946, 635.56 under both breach of contract and account theories, entitlement to enforce such judgment against Appellant Harris under a personal guaranty, and for interest and attorney fees. Appellants defended against the summary judgment motion.

         {¶18} On January 10, 2019, the trial court filed its grant of summary judgment, which was slightly modified as to amount only by nunc pro tunc entry of January 28, 2019. In essence, the trial court found that both appellants were liable to Bridgestone for the sum of $946, 635.56, and that both appellants were liable to Bridgestone for interest and attorney fees in an amount to be determined.

         {¶19} On May 29, 2019, the trial court further awarded Bridgestone attorney fees in the sum of $262, 749.80 plus expenses of $10, 404.92, and interest through the date of judgment in the sum of $483, 691.87, computed at the ...


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