Appeal from the Court of Common Pleas, Case No. 2016CV00688
Plaintiff-Appellee DAVID T. MOSS JOHN R. CHLYSTA HANNA,
CAMPBELL, & POWELL, LLP
Defendants-Appellants TERRENCE L. SEEBERGER STARK & KNOLL
W. Scott Gwin, P. J. Hon. John W. Wise, J. Hon. Patricia A.
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.
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.
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.
* * * ."
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.
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.
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.
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.
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).
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
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).
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).
Common Pleas Lawsuit and Appellants' Counterclaims
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.
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.
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
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."
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).
Common Pleas Proceedings
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.
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.
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 ...