Continuum Transp. Servs., Ltd. v. Elite Internatl. Corp., L.L.C. , 2022 Ohio 3738 ( 2022 )

[Cite as Continuum Transp. Servs., Ltd. v. Elite Internatl. Corp., L.L.C., 2022-Ohio-3738.]
COURT OF APPEALS OF OHIO
EIGHTH APPELLATE DISTRICT
COUNTY OF CUYAHOGA
CONTINUUM TRANSPORATION :
SERVICES, LTD.,
:
Plaintiff-Appellant,
: No. 111261
v.
:
ELITE INTERNATIONAL
CORP. L.L.C., ET AL., :
Defendants-Appellees. :
JOURNAL ENTRY AND OPINION
JUDGMENT: AFFIRMED
RELEASED AND JOURNALIZED: October 20, 2022
Civil Appeal from the Cuyahoga County Court of Common Pleas
Case No. CV-19-917738
Appearances:
Mansour Gavin LPA, Brendon P. Friesen, and Kenneth E.
Smith, for appellees.
Schneider Smeltz Spieth Bell LLP, Mark M. Mikhaiel, and
Ryan P. Nowlin, for appellee Dometic Corporation.
MICHELLE J. SHEEHAN, J.:
Plaintiff-appellant Continuum Transportation Services, Ltd.
(“Continuum”) seeks to have the damages granted by summary judgment in its favor
against Dometic Corporation (“Dometic”) reversed. Continuum alleges that the trial
court did not apply the correct law in determining the damages due. Because the
trial court did not abuse its discretion in determining damages, the judgment of the
trial court is affirmed.
I. PROCEDURAL HISTORY AND RELEVANT FACTS
Dometic is a manufacturer of goods for recreational vehicles.
Continuum is a trucking company. Elite International Corp, LLC, is a freight
forwarder. In 2017, Dometic used Elite for shipping. Elite contracted with
Continuum to move goods from Illinois to Dometic’s locations in several states.
There is no dispute that Continuum transported goods, invoiced $51,003.57 to Elite,
and was not paid. There is also no dispute that Elite received partial payment from
Dometic for the transportation of the goods invoiced by Continuum.
On July 3, 2019, Continuum filed suit to recover the amount due on
its invoices for transporting goods. Continuum amended its complaint twice and, in
all, asserted claims against Dometic and one of its employees; Elite and its owners,
Kathy Spencer and Sam Marcello; as well as two insurers, Avalon Risk Management,
Inc. and Southwest Marine and General Insurance Co. Pertinent to this appeal,
Continuum asserted three causes of action under Ohio law against Dometic and its
employee: promissory estoppel, unjust enrichment, and quantum meruit.
Continuum did not make contract claims against Dometic, nor did it assert any
claims under the Interstate Commerce Act.
By May 10, 2021, Continuum obtained default judgments against
Elite and Marcello. The claims against the insurers were dismissed. On June 28,
2021, with only claims remaining against Dometic, its employee, and the Estate of
Kathy Spencer,1 Continuum moved for summary judgment against the remaining
parties.
In seeking summary judgment on its claims against Dometic,2
Continuum argued that it was entitled to full payment for its services because of a
“bedrock rule” of law in carriage cases. Continuum argued that this rule provides
the carrier of goods is entitled to payment, even if the consignor or consignee of the
goods already paid a shipping agent for those services. Dometic asserted that it was
not liable to Continuum because it paid Elite for the shipping performed by
Continuum and that the “bedrock rule” relied upon by Continuum was not
applicable to the claims made in the complaint. Dometic did admit that it was liable
for the portion of the work Continuum performed that it did not pay Elite for.
After briefing was completed on the motion for summary judgment,
Dometic produced bills of lading regarding the goods transported by Elite. The bills
of lading pertained to the shipment of the goods from overseas to Illinois, listed
1Kathy Spencer passed away during the litigation, and her estate was substituted as a
defendant.
2 On July 26, 2021, Continuum dismissed its claims against Dometic’s employee.
Dometic as the consignee, Elite as forwarding Agent, but did not reference
Continuum.
On September 22, 2021, the trial court issued a partial ruling on
Continuum’s motion for summary judgment. It found Dometic liable to Continuum
in the amount of $7,920, the difference between the invoices presented by
Continuum and the amount Dometic paid Elite. It further found in favor of
Continuum on its claims against Spencer’s estate and ordered briefing regarding
further damages against Spencer’s estate. This journal entry did not dispose of all
claims against all parties in the lawsuit, nor did it include language that indicated
there was no just reason for delay for an appeal to be taken.
In explaining its ruling on the motion for summary judgment, the trial
court distinguished the cases Continuum relied on for the proposition that it was
entitled to payment from Dometic because those cases found liability based on the
language in the bills of lading. It also reviewed the legal requirements of
Continuum’s causes of action, found against Continuum on its claim of promissory
estoppel, and determined “that equity is served here by judgment in favor of
Continuum against Dometic in the amount of $7,972.00, reflective of the amount
owed by Dometic to Elite for plaintiff’s services under Dometic’s contract with Elite.”
On October 6, 2021, Continuum filed affidavits in support of its claim
for further damages against Spencer’s estate. It also filed a motion for relief from
judgment pursuant to Civ.R. 60 alleging that Dometic violated discovery rules by
not timely providing bills of lading and asking the trial court to reconsider the award
of damages against Dometic based upon those bills of lading and to further award
Continuum sanctions for Dometic’s discovery violation.
On January 18, 2022, the trial court issued a further judgment entry
on Continuum’s summary judgment motion. The trial court awarded Continuum
additional damages against Spencer’s estate. On the same date, the trial court
denied Continuum’s motion for relief from judgment.
Continuum appeals the September 22, 2021 journal entry granting it
summary judgment against Dometic and the trial court’s January 18, 2022 denial of
its motion for relief from judgment.
II. LAW AND ARGUMENT
A. Continuum’s appeal of the January 18, 2022 journal entry was
timely filed and it may assert error in the trial court’s September 22,
2021 journal entry
Within this appeal, Dometic filed a motion to dismiss Continuum’s
first assignment of error contending that Continuum did not timely appeal the
September 22, 2021 journal entry. Dometic asserts that this entry resolved all of
Continuum’s claims against it and, as such, the journal entry was a final appealable
order that Continuum did not timely appeal. Continuum argues that the
September 22, 2021 journal entry was not a final appealable order and that it timely
filed this appeal after the trial court disposed of all claims against all parties on
January 18, 2022.
The lawsuit in this case contained several claims against several
parties. In the September 22, 2021 journal entry, the trial court did not dispose of
all claims against all parties in the lawsuit. Where an order determines one or more
of the claims against one or more parties in a lawsuit, but does not resolve all claims
against all parties, Civ.R. 54 allows a court to recognize such order as being final.
However, for that order to be appealable, the order must be both final pursuant to
R.C. 2505.02 and the trial court must comply with Civ.R. 54(B)(2). Stewart v.
Midwestern Indemn. Co., 45 Ohio St.3d 124, 127, 543 N.E.2d 1200 (1989), Boyd v.
Lincoln Elec. Co., 8th Dist. Cuyahoga No. 90315, 2008-Ohio-3044, ¶ 10-11, citing
Noble v. Colwell, 44 Ohio St.3d 92, 96, 540 N.E.2d 1381 (1989).
In this case, the September 22, 2021 order was a final order as to all
claims against Dometic, but because all claims against all parties had not yet been
resolved, that order could only have been appealed had the trial court complied with
Civ.R. 54(B). Because the trial court did not include Civ.R. 54(B) language that there
was not just cause for delay, the September 22, 2021 journal entry was not a final,
appealable order upon which an appeal could be taken. Continuum timely filed its
appeal following the trial court’s resolution of all remaining claims and defendants
in the January 18, 2022 journal entry. Dometic’s motion to dismiss Continuum’s
first assignment of error is not well taken.
B. Continuum’s assignments of error
Continuum asserts three assignments of error. The first reads:
The trial court erred as a matter of law in granting only partial
summary judgment to appellant on its equitable, quasi- contractual
claims against appellee Dometic corporation via an award of only a
portion of appellant’s damages.
Under this assignment of error, Continuum makes two distinct
arguments 1) the trial court failed to apply the correct measure of damages and
2) the trial court was incorrect to require Continuum to file bills of lading in order
to apply the correct law to determine damages.
The second assignment of error reads:
The trial court abused its discretion when it denied appellant’s motion
for partial relief from judgment without hearing and without
providing rationale for its decision after appellant demonstrated that
appellee had withheld relevant evidence until after the close of
discovery and after briefing on appellant’s motion for summary
judgment had been completed.
Continuum argues that the trial court should have granted its motion
for partial relief from judgment because Dometic withheld the bills of lading until
after the briefing for summary judgment was completed. Additionally, Continuum
argues that the trial court should have held a hearing on the motion for partial relief
where the trial court decided the motion for summary judgment without the bills of
lading.
The third assignment of error reads:
The trial court abused its discretion when it failed to award relief to
Continuum under Civ. R. 37(c)(1) for appellee Dometic corporation’s
withholding of relevant evidence in discovery that prejudiced
appellant’s case.
Continuum argues that Dometic should have been sanctioned for
providing the bills of lading after summary judgment briefing had been completed,
especially because the trial court cited the failure to file bills of lading in its
judgment.
C. The trial court did not err in determining damages in this case or
denying the motion for relief from judgment without hearing
1. Standards of review and relevant law
Continuum challenges three distinct rulings by the trial court: its
grant of summary judgment, its denial of the motion for relief from judgment, and
its determination not to impose discovery sanctions. We review a trial court’s grant
of summary judgment de novo, applying the same standard the trial court applies
under Civ.R. 56(C). Grafton v. Ohio Edison Co., 77 Ohio St.3d 102, 105, 671 N.E.2d
241 (1996). However, in this case, the parties do not contest that summary judgment
was properly granted in Continuum’s favor; rather the argument on appeal contests
the damages determined by the trial court. While we review a grant of summary
judgment de novo, the standard of review as to an award of damages is determined
under an abuse of discretion standard. An “appellate court applies an abuse of
discretion standard when reviewing a trial court’s award of damages.” Campolieti v.
Cleveland Dept. of Pub. Safety, 8th Dist. Cuyahoga No. 99445, 2013- Ohio-5123,
¶ 36, citing Roberts v. United States Fid. & Guar. Co., 75 Ohio St.3d 630, 634, 665
N.E.2d 664 (1996); see also Roberts v. United States Fid. & Guar. Co., 75 Ohio St.3d
630, 634, 665 N.E.2d 664 (1996) (“We will not disturb a decision of the trial court
as to a determination of damages absent an abuse of discretion.”).
Continuum also alleges error in the trial court’s denial of its motion
for relief from judgment, which decision is reviewed for an abuse of discretion.
Kellstone, Inc. v. Laken Shipping Corp., 8th Dist. Cuyahoga No. 95429,
2011-Ohio-484, ¶ 11 (citing Shuford v. Owens, 10th Dist. Franklin No. 07AP–1068,
2008-Ohio-6220, ¶ 15). Continuum further alleges that the trial court erred by not
sanctioning Dometic for discovery violations. “We review a trial court’s imposition
of a sanction pursuant to Civ.R. 37 for abuse of discretion.” Garrett v. Cuyahoga
Cty., 8th Dist. Cuyahoga No. 110787, 2022-Ohio-2770, ¶ 22.
An abuse of discretion is more than mere error in judgment, it implies
that the court’s attitude is “unreasonable, arbitrary, or unconscionable.” State ex
rel. Grady v. State Emp. Rels. Bd., 78 Ohio St.3d 181, 183, 677 N.E.2d 343 (1997).
More recently, the Ohio Supreme Court refined its understanding of what
constitutes an abuse of discretion, finding that an error in the application of law is
an abuse of discretion. Johnson v. Abdullah, 166 Ohio St.3d 427, 2021-Ohio-3304,
187 N.E.3d 463, ¶ 38 (“This should be axiomatic: a court does not have discretion to
misapply the law.”).
Continuum was granted summary judgment against Dometic on its
claims for unjust enrichment and quantum meruit. The trial court determined that
Continuum did not present evidence to support its claim of promissory estoppel,
finding no “clear, unambiguous promise of direct payment by Dometic for unpaid
invoice amounts owed by Elite.” Continuum has not assigned as error this
determination, nor has it specifically argued that a specific promise was made or
shown such promise in the record. Accordingly, we address Continuum’s arguments
regarding the trial court’s determination of damages under its causes of action for
unjust enrichment and quantum meruit. See App.R. 12(A)(2).
Unjust enrichment occurs when a person obtains a benefit that in
“‘justice or equity belong to another.’” Johnson v. Microsoft Corp., 106 Ohio St.3d
278, 2005-Ohio-4985, 834 N.E.2d 791, ¶ 20, citing Hummel v. Hummel, 133 Ohio
St. 520, 528, 14 N.E.2d 923 (1938). In order to receive judgment on a claim of unjust
enrichment, “the plaintiff must prove by a preponderance of the evidence that 1) the
plaintiff conferred a benefit upon the defendant, (2) the defendant had knowledge
of such benefit, and (3) the defendant retained that benefit in which it would be
unjust to do so without payment.” Id., citing Johnson v. Hambleton v. R.G. Barry
Corp., 12 Ohio St.3d 179, 183, 465 N.E.2d 1298 (1984). Similarly, quantum meruit
is a doctrine derived from equity that no one should be unjustly enriched by
benefitting from the services of another, and as such, the doctrine provides an
implied promise to pay for the services received despite the lack of a contract.
Sonkin & Melena Co., L.P.A. v. Zaransky, 83 Ohio App.3d 169, 175, 614 N.E.2d 807(8th Dist.1992). The elements of the claims overlap, differing in the manner in
which damages can be determined. Widok v. Estate of Wolf, 8th Dist. Cuyahoga
No. 108717, 2020-Ohio-5178, ¶ 75.
Continuum asserts in its second assignment of error that the trial
court erred in denying its motions for relief from judgment and for sanctions for
Dometic’s discovery violations. In order to prevail on a Civ.R. 60(B) motion,
“the movant must demonstrate that (1) the party has a meritorious
defense or claim to present if relief is granted; (2) the party is entitled
to relief under one of the grounds stated in Civ.R. 60(B)(1) through
(5); and (3) the motion is made within a reasonable time, and, where
the grounds of relief are Civ.R. 60(B)(1), (2), or (3), not more than one
year after the judgment, order or proceeding was entered or taken.”
GTE Automatic Electric v. ARC Industries, 47 Ohio St.2d 146, 150 (1976).
2. The trial court did not abuse its discretion in determining damages
on Continuum’s equitable claims
Under the first assignment of error, Continuum argues that it was
entitled to full payment on its invoices from Dometic on the equitable theories of
unjust enrichment and quantum meruit because the “bedrock rule of carriage cases
is that, absent malfeasance, the carrier gets paid.” Exel Transp. Servs. v. CSX Lines
L.L.C., 280 F.Supp.2d 617, 619 (S.D.Tex.2003). Continuum asserts this rule applies
to its claims, citing Exel Transp. Servs., supra; Eagle Transport Servs. v. Gentile
Bros. Co., Hamilton C.P. No. A1107085, 2012 Ohio Misc. LEXIS 45 (Apr. 18, 2012);
Mo. Pac. R.R. Co. v. Ctr. Plains Indus., Inc., 720 F.2d 818, 819 (5th Cir. 1983); and
Contship Containerlines v. Howard Industries, 309 F.3d 910 (6th Cir.2002), aff’d
on other grounds, 309 F.3d 910 (6th Cir. 2002), and other similar cases as authority.
Dometic distinguishes these cases and argues that the cases were
brought under the Interstate Commerce Act and/or were determined upon the
terms contained in relevant bills of lading, and as such, are distinguished from
Continuum’s equitable claims. Dometic further argues that the trial court properly
determined damages, citing Jackson Rapid Delivery Serv. v. Thomson Consumer
Electronics, Inc., 210 F.Supp.2d 949 (N.D.Ill.2001). In Jackson Rapid Delivery
Serv., the carrier sued the shipper directly after the shipping agent failed to pay it.
The court found that under a cause of action for quantum meruit, no unjust
enrichment was present where the shipper already paid for the delivery of the goods,
and therefore the shipper was not required to pay both the shipping agent and the
carrier. Id.In determining Continuum was entitled to recovery on its claims of
unjust enrichment and quantum meruit, the trial court found Dometic liable to the
extent it had not already paid Elite for Continuum’s services. The trial court noted
Continuum had not attached a bill of lading to its complaint and asserted only
equitable causes of action. A bill of lading generally serves both as a receipt for goods
as well as containing terms of shipment and payment. E.g., Norfolk S. Ry. v. James
N. Kirby, Pty Ltd., 543 U.S. 14, 18-19, 125 S.Ct. 385, 160 L.Ed.2d 283 (2004) (“A bill
of lading records that a carrier has received goods from the party that wishes to ship
them, states the terms of carriage, and serves as evidence of the contract for
carriage.”). Because Continuum did not attach pertinent bills of lading to its
amended complaint or within its motion for summary judgment, the trial court was
limited to determining the case upon the equitable claims asserted.
Our review of the cases relied upon by Continuum finds those cases
were decided either under the provisions of the Interstate Commerce Act and/or the
terms of shipment determined from the bills of lading. In Exel Transp. Servs.,
supra, the district court relied on bills of lading, tariffs, and the fact that Marriot did
not shift its liability to avoid the requirements of payment. 280 F.Supp.2d 617, 618.
In Eagle Transport Servs., the trial court awarded damages against a consignee
based upon the freight carrier’s Interstate Commerce Act claims as well as the terms
of the bill of lading. 2012 Ohio Misc. LEXIS 45. In Mo. Pac. R.R. Co. v. Ctr. Plains
Indus., Inc., 720 F.2d at 819, the court determined the case under the terms set forth
in the bills of lading. In Contship Containerlines v. Howard Industries, 309 F.3d
910 (6th Cir.2002), aff’d on other grounds, 309 F.3d 910, 914 (6th Cir. 2002), the
case was determined by finding an implied contract under federal law. These cases,
and others cited by Continuum, are distinguishable from the instant case because
they were decided under the framework of the Interstate Commerce Act, upon terms
contained within a bill of lading, or upon the finding of an implied contract.
Continuum did not attach a bill of lading containing terms of shipping
and payment. Notably, Continuum asserted no contract claims against Dometic in
its amended complaint. As such, we do not find the trial court was constrained to
apply Continuum’s “bedrock rule” of carriage cases so as to impose the measure of
full damages in this case because the cases employing this “bedrock rule” of law did
so not in equity, but on a finding based on contract terms found in fact or implied.
In awarding damages, the trial court awarded only the amount of the
invoices that had not been paid by Dometic. Generally, “[i]n unjust enrichment,
damages are conferred in the amount the defendant benefitted. In quantum meruit,
damages are the measure of the value of the plaintiff’s services.” Loyer v. Loyer, 6th
Dist. Huron No. H-95-068, 1996 Ohio App. LEXIS 3432, 9 (Aug. 16, 1996); A N
Bros. Corp. v. Total Quality, LLC, 2016-Ohio-549, 59 N.E.3d 758, ¶ 42 (12th Dist.).
However, the determination of damages in this case is still an equitable remedy.
E.g., Natl. City Bank v. Fleming, 2 Ohio App.3d 50, 58, 440 N.E.2d 590 (8th
Dist.1981) (An action in quantum meruit involves the application of equitable
principles to the facts and circumstances.). Continuum was seeking equitable relief,
and we do not find the trial court abused its discretion to limit the damages to that
amount Dometic did not already pay. See Eagle Transport Servs. 2012 Ohio Misc.
LEXIS 45, at 8 (“A shipper or consignee who has paid the freight charges in full to a
broker is not unjustly enriched when receiving a shipment for which the carrier has
not been paid for, as the shipper or consignee did not receive a benefit without
making payment.”).
At oral argument and in the filing of subsequent authority,
Continuum argued the trial court erred by not determining damages separately
under its claims of quantum meruit and unjust enrichment because it would be
entitled to a full award of damages under a theory of quantum meruit. Although
Continuum noted that damages are calculated differently in quantum meruit and
unjust enrichment cases, it did not argue within its assignments of error that the
trial court abused its discretion by not applying those principles. See App.R.
12(A)(2) (“The court may disregard an assignment of error presented for review if
the party raising it fails to identify in the record the error on which the assignment
of error is based or fails to argue the assignment separately in the brief, as required
under App.R. 16(A).”). Ringel v. Case W. Res. Univ., 8th Dist. Cuyahoga No. 82109,
2003-Ohio-1967, ¶ 9 – 10. Accordingly, we do not find the trial court abused its
discretion in determining equitable damages and overrule the first assignment of
error.
3. The trial court did not err by denying the motions for relief from
judgment and for sanctions without holding a hearing
In its second assignment of error, Continuum argues that it was
unjust of the court to deny its motion for relief from judgment where Dometic
provided bills of lading in discovery after the summary judgment briefing had been
completed. Continuum alleges the trial court was required to reconsider its
judgment entry because the trial court rejected its argument it was entitled to the
full amount of damages it requested because no bills of lading had been produced.
Further, Continuum argues that because the bills of lading were noted in the trial
court’s order, it erred by not holding a hearing once the bills of lading were
produced, asserting that the bills of lading indicated Dometic’s liability to
Continuum for the invoices because they were not marked as “nonrecourse” or
“prepaid,” terms that would have relieved Dometic from liability for shipping
charges.
Dometic argues Continuum did not present a cognizable claim for
relief from judgment because the bills of lading pertained to the freight of the goods
from overseas to Illinois. Dometic notes that the bills of lading do not reference
Continuum and do not indicate the transport of the freight from Illinois to any other
location.
In order to be granted relief from judgment under Civ.R. 60(B), a
party must show that it has “a meritorious defense or claim if relief is granted.” GTE
Automatic Electric v. ARC Industries, 47 Ohio St.2d 146, 150 (1976). In H.G. v. E.G.,
8th Dist. Cuyahoga No. 111004, 2022-Ohio-2585, ¶ 13, this court stated:
If a party submits operative facts that if true would warrant relief from
judgment, a hearing should be had. Kay v. Marc Glassman, Inc., 76
Ohio St.3d 18, 19, 665 N.E.2d 1102 (1996). Conversely, where the party
does not submit evidence that would warrant relief from judgment, a
court does not err by denying a motion for relief from judgment without
hearing. Id.A bill of lading generally serves to define the terms of the shipment of
freight. Norfolk S. Ry, 543 U.S. at 18-19. However, the bills of lading in this case
concern the transport of goods from overseas to Illinois. Although Continuum
argued they bolster its claim for damages, the documents do not pertain to the work
it performed. Accordingly, even had those bills of lading been produced earlier and
considered by the trial court, they would not serve to supply contract terms that may
have altered the trial court’s resolution of the equitable causes of action propounded
by Continuum.
Within the third assignment of error, Continuum argues that the trial
court erred by not holding a hearing and imposing sanctions for Dometic’s violation
of discovery rules, asserting it was prejudiced by Dometic’s failure to timely disclose
the bills of lading. As we find that the bills of lading were not relevant to the claims
asserted by Continuum against Dometic in transporting the goods from Illinois, we
do not find late disclosure of such documents to have prejudiced Continuum.
Accordingly, the trial court did not abuse its discretion by denying Continuum’s
motion for relief from judgment or abuse its discretion by denying the motion for
sanctions. The second and third assignments of error are overruled.
III. CONCLUSION
Continuum asserted equitable causes of action in this case. The trial
court did not abuse its discretion in determining damages based upon principles of
equity. Further, although Dometic produced bills of lading pertaining to the goods
later transported by Continuum, those bills of lading concerned the shipment of the
goods from overseas and did not apply to the services performed by Continuum.
Because the bills of lading did not apply to the work performed by Continuum, the
trial court did not abuse its discretion by denying Continuum’s motion for relief for
judgment and discovery violation sanctions.
Judgment affirmed.
It is ordered that appellee recover of appellant costs herein taxed.
The court finds there were reasonable grounds for this appeal.
It is ordered that a special mandate issue out of this court directing the
common pleas court to carry this judgment into execution.
A certified copy of this entry shall constitute the mandate pursuant to Rule 27
of the Rules of Appellate Procedure.
________________________________
MICHELLE J. SHEEHAN, JUDGE
EILEEN A. GALLAGHER, P.J., CONCURS;
LISA B. FORBES, J., CONCURS IN JUDGMENT ONLY