State ex rel. Novak, L.L.P. v. Ambrose (Slip Opinion) , 156 Ohio St. 3d 425 ( 2019 )

[Until this opinion appears in the Ohio Official Reports advance sheets, it may be cited as State
ex rel. Novak, L.L.P. v. Ambrose, Slip Opinion No. 2019-Ohio-1329.]
NOTICE
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promptly notify the Reporter of Decisions, Supreme Court of Ohio, 65
South Front Street, Columbus, Ohio 43215, of any typographical or other
formal errors in the opinion, in order that corrections may be made before
the opinion is published.
SLIP OPINION NO. 2019-OHIO-1329
THE STATE EX REL. NOVAK, L.L.P., ET AL., APPELLANTS, v. AMBROSE,
JUDGE, APPELLEE.
[Until this opinion appears in the Ohio Official Reports advance sheets, it
may be cited as State ex rel. Novak, L.L.P. v. Ambrose, Slip Opinion No.
2019-Ohio-1329.]
Prohibition—Appellants failed to show that judge’s exercise of judicial power over
breach-of-contract case against appellants is unauthorized by law—Court
of appeals’ denial of writ affirmed.
(No. 2018-1054—Submitted January 29, 2019—Decided April 11, 2019.)
APPEAL from the Court of Appeals for Cuyahoga County, No. 107028,
2018-Ohio-2951.
________________
Per Curiam.
{¶ 1} The Eighth District Court of Appeals denied a writ of prohibition
against appellee, Cuyahoga County Court of Common Pleas Judge Dick Ambrose,
holding that he has jurisdiction over a breach-of-contract case against appellants,
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the law firm Novak, L.L.P., f.k.a. Novak, Pavlik & Deliberato, L.L.P., and its then
named partners, William J. Novak, Thomas C. Pavlik, and Matthew D. Deliberato
(collectively, “Novak”). We affirm the denial of the requested writ of prohibition.
Factual Background
{¶ 2} In August 2016, Professional Solutions Insurance Company (“PSIC”)
sued Novak for the deductible due under a malpractice-insurance policy.
Professional Solutions Ins. Co. v. Novak, L.L.P., Cuyahoga C.P. No. CV-16-
867801.
{¶ 3} The named partners moved for partial judgment on the pleadings,
contending that they are not individually liable for the debts of the partnership under
R.C. Chapter 1776, the Uniform Partnership Act. Judge Ambrose denied the
motion and allowed the case to proceed with the partners as named defendants. He
held that although the partners “are not personally liable for the obligations of the
partnership,” they “can still be liable in terms of their ownership interest in the
partnership,” which is enough to give the court jurisdiction over them.
{¶ 4} On March 1, 2018, a jury concluded that Novak breached the
insurance contract by failing to pay the deductible and awarded PSIC $113,379,
which included reimbursement for the deductible and outside expenses.
{¶ 5} On April 9, 2018, Novak filed a complaint for a writ of prohibition
and sought an emergency stay from the Eighth District Court of Appeals, arguing
that Judge Ambrose had exceeded his statutory authority by permitting the trial to
go forward against the named partners.1
{¶ 6} The court of appeals granted summary judgment to Judge Ambrose
on July 25, 2018. The court held that the partners were likely insureds in the
1. Although Novak maintains that the only issue in this case is whether Judge Ambrose has
jurisdiction over the three named partners, the law firm is also a party to the prohibition action and
seeks to “void the entire judgment.”
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January Term, 2019
underlying case and that therefore, Judge Ambrose properly exercised jurisdiction
over them. The court also held that the partners had an adequate remedy at law by
appeal, rejecting Novak’s contention that it could not appeal because no final order
relating to the partners had been issued.
{¶ 7} Novak has appealed and requested oral argument.
Legal Analysis
{¶ 8} We review an order granting summary judgment under Civ.R. 56(C)
de novo. Bonacorsi v. Wheeling & Lake Erie Ry. Co., 95 Ohio St. 3d 314, 2002-
Ohio-2220, 767 N.E.2d 707, ¶ 24. Summary judgment is appropriate when “there
is no genuine issue as to any material fact and * * * the moving party is entitled to
judgment as a matter of law.” Civ.R. 56(C).
{¶ 9} Prohibition is “an extraordinary writ and [this court does] not grant it
routinely or easily.” State ex rel. Barclays Bank, P.L.C. v. Hamilton Cty. Court of
Common Pleas, 74 Ohio St. 3d 536, 540, 660 N.E.2d 458 (1996). To be entitled to
the requested writ of prohibition, Novak must show that (1) Judge Ambrose is about
to exercise or has exercised judicial power, (2) the exercise of that power is
unauthorized by law, and (3) denying the writ would result in injury for which no
other adequate remedy exists in the ordinary course of the law. State ex rel. Elder
v. Camplese, 144 Ohio St. 3d 89, 2015-Ohio-3628, 40 N.E.3d 1138, ¶ 13.
{¶ 10} The parties do not dispute that Judge Ambrose has exercised judicial
power and will continue to do so as the judge presiding over the underlying
litigation. Instead, they dispute whether Judge Ambrose has subject-matter
jurisdiction. A court’s subject-matter jurisdiction “connotes the power to hear and
decide a case upon its merits.” Morrison v. Steiner, 32 Ohio St. 2d 86, 290 N.E.2d
841 (1972), paragraph one of the syllabus.
{¶ 11} Article IV, Section 4(B) of the Ohio Constitution provides that the
courts of common pleas “shall have such original jurisdiction over all justiciable
matters * * * as may be provided by law.” The common pleas courts have general
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original subject-matter jurisdiction over civil actions, including breach-of-contract
actions. R.C. 2305.01; State ex rel. Cleveland Elec. Illum. Co. v. Cuyahoga Cty.
Court of Common Pleas, 88 Ohio St. 3d 447, 449, 727 N.E.2d 900 (2000).
Generally, “a court will deny relief in prohibition when a respondent judge has
general subject-matter jurisdiction and will deem any error by the judge to be an
error in the exercise of jurisdiction.” State ex rel. Sponaugle v. Hein, 153 Ohio
St.3d 560, 2018-Ohio-3155, 108 N.E.3d 1089, ¶ 24.
{¶ 12} We find unavailing Novak’s contention that Judge Ambrose lacks
subject-matter jurisdiction with respect to an action against the partners because
there is no justiciable controversy against them. Justiciability does not necessarily
affect a court’s general subject-matter jurisdiction. For example, we have held that
although standing is necessary for justiciability, a lack of standing does not affect
a court’s subject-matter jurisdiction. Bank of Am., N.A. v. Kuchta, 141 Ohio St. 3d
75, 2014-Ohio-4275, 21 N.E.3d 1040, paragraph three of the syllabus. If a court
possesses general subject-matter jurisdiction, any error in its exercise of jurisdiction
in a particular case may be appealed. In re J.J., 111 Ohio St. 3d 205, 2006-Ohio-
5484, 855 N.E.2d 851, paragraph one of the syllabus.
{¶ 13} “A writ of prohibition is proper even when the respondent judge has
general jurisdiction when the judge has taken an action that exceeds the bounds of
the court’s statutory authority.” (Emphasis sic.) Sponaugle at ¶ 25. In other words,
if a more specific “statute patently and unambiguously divests a court of its basic
statutory jurisdiction to proceed in a matter, a writ of prohibition is appropriate.”
State ex rel. Kaylor v. Bruening, 80 Ohio St. 3d 142, 145, 684 N.E.2d 1228 (1997).
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January Term, 2019
{¶ 14} Novak contends that this is such a case because R.C. Chapter 1776,
the Uniform Partnership Act, divests the trial court of jurisdiction over PSIC’s
action.2 R.C. 1776.36 provides:
(A) Except as otherwise provided in divisions (B) and (C) of
this section, all partners are liable jointly and severally for all
obligations of the partnership unless otherwise agreed by the
claimant or provided by law.
***
(C) An obligation of a partnership incurred while the
partnership is a limited liability partnership, whether arising in
contract, tort, or otherwise, is solely the obligation of the
partnership. A partner is not personally liable, directly or
indirectly, by way of contribution or otherwise, for such an
obligation solely by reason of being or acting as a partner.
(Emphasis added.) R.C. 1776.37 governs actions by and against partners:
(A) A partnership may sue and be sued in the name of the
partnership.
(B) An action may be brought against the partnership and, to
the extent not inconsistent with section 1776.36 of the Revised
Code, any or all of the partners in the same action or in separate
actions.
2. The former Uniform Partnership Law (R.C. Chapter 1775) was repealed effective January 1,
2010. 2008 Sub.H.B. No. 332, Section 3. The current Uniform Partnership Act (R.C. Chapter 1776)
became effective and governs all partnerships as of January 1, 2010. R.C. 1776.95(B).
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(C) A judgment against a partnership is not by itself a
judgment against a partner. A judgment against a partnership may
not be satisfied from a partner’s assets unless there is also a
judgment against the partner.
{¶ 15} But Novak cannot show that R.C. 1776.36 and 1776.37 patently and
unambiguously divest Judge Ambrose of his general statutory authority to hear the
underlying case. We grant writs of prohibition only when the General Assembly
clearly intended to limit the statutory authority of a court. See State ex rel. Sanquily
v. Lucas Cty. Court of Common Pleas, 60 Ohio St. 3d 78, 80, 573 N.E.2d 606 (1991)
(affirming grant of writ of prohibition because under R.C. 2743.02(F), only Court
of Claims could determine whether a state employee is immune from suit); State ex
rel. Morenz v. Kerr, 104 Ohio St. 3d 148, 2004-Ohio-6208, 818 N.E.2d 1162, ¶ 23-
27 (writ of prohibition granted to prevent Ohio court from exercising jurisdiction
over child in Illinois in violation of R.C. 3109.24(A)). Recently, we granted a writ
of prohibition against a common pleas court because R.C. 935.20(A) gives the
director of the Department of Agriculture exclusive authority to transfer dangerous
wild animals. State ex rel. Dir. v. Forchione, 148 Ohio St. 3d 105, 2016-Ohio-3049,
69 N.E.3d 636, ¶ 29.
{¶ 16} Unlike the statutes at issue in Sanquily, Morenz, and Forchione,
nothing in R.C. Chapter 1776 reflects a legislative intent to divest the trial court of
subject-matter jurisdiction over the underlying case. Instead, R.C. 1776.36(C)
simply limits the liability of partners when an obligation is accrued “solely by
reason” of being a partner. Therefore, Novak has not shown that Judge Ambrose’s
exercise of judicial power is unauthorized by law.
{¶ 17} Finally, we deny Novak’s request for oral argument. We have
discretion to grant oral argument pursuant to S.Ct.Prac.R. 17.02(A), and in
exercising that discretion, we “will consider whether the case involves a matter of
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great public importance, complex issues of law or fact, a substantial constitutional
issue, or a conflict among the courts of appeals.” Johnson v. Sloan, 154 Ohio St. 3d
476, 2018-Ohio-2120, 116 N.E.3d 91, ¶ 12. The issue whether a writ of prohibition
is warranted is governed by well-established legal principles that have been
adequately briefed by the parties.
Judgment affirmed.
O’CONNOR, C.J., and FRENCH, FISCHER, DEWINE, DONNELLY, and
STEWART, JJ., concur.
KENNEDY, J., concurs in judgment only.
_________________
Novak, L.L.P., and William J. Novak; and Ritzler, Coughlin, Paglia, Ltd.,
and Colin P. Sammon, for appellants.
Michael C. O’Malley, Cuyahoga County Prosecuting Attorney, and Charles
E. Hannan, Assistant Prosecuting Attorney, for appellee.
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