Gudorf Law Group, L.L.C. v. Brannon

[Cite as Gudorf Law Group, L.L.C. v. Brannon, 2019-Ohio-3529.]
IN THE COURT OF APPEALS OF OHIO
SECOND APPELLATE DISTRICT
MONTGOMERY COUNTY
GUDORF LAW GROUP, LLC :
:
Plaintiff-Appellant : Appellate Case No. 27883
:
v. : Trial Court Case No. 2016-CV-2688
:
DAVID BRANNON : (Civil Appeal from
: Common Pleas Court)
Defendant-Appellee :
:
...........
OPINION
Rendered on the 30th day of August, 2019.
...........
RICHARD HEMPFLING, Atty. Reg. No. 0029986, 15 West Fourth Street, Suite 100,
Dayton, Ohio 45402
Attorney for Plaintiff-Appellant
MATTHEW C. SCHULTZ, Atty. Reg. No. 0080142 and DAVID D. BRANNON, Atty. Reg.
No. 0079755, 130 West Second Street, Suite 900, Dayton, Ohio 45402
Attorneys for Defendant-Appellee
.............
HALL, J.
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{¶ 1} The Gudorf Law Group, LLC (“Gudorf”) appeals from the trial court’s decision
and judgment entry denying defendant-appellee David Brannon’s motion for sanctions
and overruling Gudorf’s motion for reconsideration of a prior summary judgment decision
in Brannon’s favor.
{¶ 2} In its two assignments of error, Gudorf does not challenge the trial court’s
ruling on Brannon’s sanctions motion. Rather, in its first assignment of error, Gudorf
challenges the trial court’s earlier entry of summary judgment in favor of Brannon on
Gudorf’s complaint. In its second assignment of error, Gudorf challenges the trial court’s
overruling of its motion for reconsideration of that summary judgment decision.
{¶ 3} The record reflects that Gudorf filed the underlying case against Brannon in
May 2015, alleging seven claims arising out of the parties’ employment relationship. The
claims involved Brannon’s terminating his employment with Gudorf and taking a client
with him to his new employer, Brannon & Associates. After leaving Gudorf, Brannon
obtained a favorable settlement for his client and earned a substantial fee. In its lawsuit,
Gudorf asserted a right to be compensated for the departed client. Brannon filed
counterclaims in June 2016. Both parties moved for summary judgment on Gudorf’s
complaint. In May 2017, the trial court resolved the motions by entering summary
judgment in favor of Brannon on the complaint.
{¶ 4} Gudorf appealed the trial court’s summary judgment decision to this court in
Gudorf Law Group, LLC v. Brannon, 2d Dist. Montgomery No. 27628 (“Gudorf I”). We
dismissed the appeal on July 24, 2017 for lack of a final, appealable order. We noted that
the trial court had not resolved Brannon’s counterclaims and had not included Civ.R.
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54(B) certification. We also observed that Brannon had filed a sanctions motion, which
remained pending in the trial court. The sanctions motion had been filed after the trial
court’s summary judgment ruling but before Gudorf’s notice of appeal. We opined that the
sanctions motion “may need to be resolved, or Civ.R. 54(B) certification added, before
the matter is considered final.” Gudorf I, July 24, 2017 Decision and Final Judgment Entry.
{¶ 5} After we dismissed Gudorf I, the trial court scheduled a bench trial on
Brannon’s counterclaims and sanctions motion. On August 25, 2017, Brannon voluntarily
dismissed his counterclaims, leaving his sanctions motion pending. The trial court
proceeded to hold a hearing on the issue of sanctions. After the hearing, the trial court
filed a January 2, 2018 decision and judgment entry denying sanctions against Gudorf
and also overruling a motion by Gudorf for reconsideration of the earlier summary
judgment decision in favor of Brannon. Gudorf filed a notice of appeal on January 31,
2018, instituting the present case. Brannon moved to dismiss the appeal as untimely.
Brannon acknowledged that Gudorf filed its notice of appeal within 30 days of the trial
court’s January 2, 2018 decision and judgment entry. Brannon argued, however, that if
Gudorf wanted to challenge the trial court’s summary judgment ruling, it should have
appealed within 30 days of his August 25, 2017 notice of voluntary dismissal of his
counterclaims. Brannon reasoned that his dismissal of the counterclaims made the
summary judgment decision final and appealable. In response, Gudorf asserted that the
pending sanctions motion precluded finality until the trial court resolved the sanctions
issue.
{¶ 6} In a June 15, 2018, decision and entry, we overruled Brannon’s motion to
dismiss the present appeal. We noted that the order designated in Gudorf’s notice of
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appeal was the trial court’s January 2, 2018 decision and judgment entry, which was final
and appealable. Because Gudorf filed a timely notice of appeal on January 31, 2018, we
held that we had jurisdiction over this appeal. As for whether Gudorf could assign as error
in this appeal the trial court’s May 2017 summary judgment decision, we explained that
we would “consider that argument with the merits of the appeal after all the briefs have
been filed.” Briefing now has been completed, and the foregoing issues are before us for
resolution.
{¶ 7} We turn first to Brannon’s contention that Gudorf cannot raise as error in this
appeal the trial court’s May 2017 entry of summary judgment on Gudorf’s complaint.
Based on our review of the record, we are inclined to agree with Gudorf’s argument that
Brannon’s pending sanctions motion precluded finality until the trial court resolved the
sanctions issue. That being so, the trial court’s interlocutory summary judgment decision
became final when the trial court filed its January 2, 2018 decision and judgment entry
denying sanctions. Because Gudorf timely appealed from the sanctions decision, we
believe the trial court’s May 2017 summary judgment decision also is properly before us.
We need not dwell on this issue, however, for two reasons. First, the present appeal itself
is properly before us because Gudorf filed a timely notice of appeal from the trial court’s
January 2, 2018 decision and judgment entry. Second, even if we accept, arguendo, that
Gudorf’s appeal encompasses the trial court’s summary judgment decision, we see no
error in that decision. As we will explain more fully in the analysis that follows, the trial
court properly entered summary judgment in favor of Brannon on Gudorf’s complaint.
{¶ 8} In its first assignment of error, Gudorf challenges the trial court’s entry of
summary judgment in favor of Brannon on the law firm’s claims for breach of a written
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employment contract or, alternatively, for breach of a subsequent oral agreement. Both
claims alleged that Brannon left the Gudorf firm and took a client with him, ultimately
obtaining a favorable settlement for the client and earning a substantial fee. The claims
for breach of the written and oral agreements asserted that Gudorf was entitled to be
compensated for the departed client.
{¶ 9} The claim in the complaint regarding the written contract concerned Gudorf’s
employment agreement with Brannon. Under the terms of that agreement, Gudorf’s
entitlement to compensation for the departed client depends on whether the client was “a
direct client referral” of Brannon. The employment agreement provides a formula for
Gudorf to obtain compensation if the client Brannon took with him was not “a direct client
referral of Employee.” The trial court concluded that the client was a direct client referral
of Brannon, the employee, because the client was referred to him by his father, Dwight
Brannon. Because the client was a direct client referral, the trial court held that Gudorf
was not entitled to any compensation under the employment agreement.
{¶ 10} On appeal, Gudorf contends the trial court erred in holding that the client
Brannon took with him when he left the firm was a “direct client referral” of Brannon.
Gudorf’s substantive argument is as follows:
* * * [T]he Court determined GLG’s claim of breach of written
contract solely on its own interpretation of the meaning of the undefined
term “direct client referral of Employee.” Gudorf swore under oath at his
deposition that his understanding of the meaning of that term was that it
referred to one who was already a client of the employee before the
employee was hired. See Gudorf depo. p. 141. Appellant submits that this
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is an entirely reasonable interpretation of the term. In opposition to that,
Appellee merely argued, without sworn testimony from Brannon as to his
understanding, that the term meant any client that may have been referred
to him by a third party, regardless of whether he brought the client with him,
or was assigned primary responsibility for the client after becoming an
employee.
Initially, Appellant submits that Brannon’s mere argument does not
constitute the type of evidence required by Civ.R 56(C), and for this reason
alone, Brannon did not meet his initial burden of demonstrating the absence
of a genuine issue of material fact. Additionally, even if the Court could
consider Brannon’s argument, or the words used in the agreement itself, as
satisfying that initial burden, Gudorf’s testimony and differing understanding
did, at the very least, create a genuine issue of material fact. Thus,
paragraph 10b of the agreement called for compensation to GLG in the
event that the employee left the firm and a client who was initially not a
direct client referral of Employee became a “client or account of employee
. . . .” As a result, summary judgment on the breach of written contract claim
was inappropriate.
(Appellant’s brief at 9.)
{¶ 11} Upon review, we find Gudorf’s argument to be unpersuasive. Neither the
parties nor a court can create ambiguity in a contract where none exists. “A contract that
is, by its terms, clear and unambiguous requires no real interpretation or construction and
will be given the effect called for by the plain language of the contract.” (Citation omitted)
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Westerfield v. Three Rivers Nursing & Rehab. Ctr., L.L.C., 2d Dist. Montgomery No.
25347, 2013-Ohio-512, ¶ 21. When a contract is clear and unambiguous, a court has no
occasion to consider extrinsic evidence and “cannot apply principles of construction to
vary its terms.” (Citation omitted) Siatis v. Shaw, 2d Dist. Montgomery No. 19207, 2003-
Ohio-616, ¶ 30.
{¶ 12} In the present case, the trial court reviewed the parties’ employment
agreement and reasoned:
Section 10[b] of the employment agreement governs the current
situation where the employee leaves employment and continues
representation of a client that commenced while subject to the agreement.
It provides in part “In the event that any client or account of the Company
who is not a direct client referral of Employee shall, …” (emphasis added).
Attached to defendant’s motion is the affidavit of the client Devon Ramon
LeGore who states, in part, under oath “3. I first contacted Dwight Brannon
of Brannon and Associates approximately June of 2013 regarding my case.
Dwight Brannon referred me directly to David D. Brannon because of his
expertise in probate and litigation matters, who was employed by Gudorf
Law Group., L.L.C.”
The employment agreement created an exception under these
circumstances whereby the employee would not be responsible under the
employment agreement to reimburse the employer for fees collected. The
plaintiff does not provide any 56(C) evidence to the contrary or to offset the
LeGore affidavit. Since LeGore was a direct referral to Brannon, Gudorf has
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no claim for fees from Brannon under the written contract and summary
judgment is granted to Brannon on the written contract claim.
(May 22, 2017, Summary Judgment Decision at 3-4.)
{¶ 13} Whether a contract is ambiguous is a legal question that we review de novo.
Hulse v. Hulse, 2d Dist. Greene No. 2013-CA-30, 2014-Ohio-1106, ¶ 15. Here we
conclude that the pertinent language in the employment agreement was clear and
unambiguous. It provided for Gudorf to be compensated if, within one year after the
termination of Brannon’s employment, a Gudorf client “who is not a direct client referral
of Employee” ceased being Gudorf’s client and became Brannon’s client. (Complaint at
Exh. A, ¶ 10b.) As the trial court correctly observed, the uncontroverted evidence
established that the client, Devon LeGore, was directly referred to David Brannon while
he was employed by Gudorf. Therefore, under the clear and unambiguous language of
the employment agreement, LeGore was a direct client referral of employee Brannon.
That being so, Gudorf was not entitled to be compensated when Brannon terminated his
employment and took the client with him. Contrary to Gudorf’s argument on appeal,
nothing in the “direct client referral” language limited it to clients who were referred to the
employee before the employee was hired by Gudorf.
{¶ 14} The fact that Gudorf presented evidence in the form of deposition testimony
from Ted Gudorf as to his contrary understanding of the employment agreement is
immaterial. As noted above, where contract language is unambiguous, a court may not
consider extrinsic evidence as to the parties’ subjective understanding. Instead, the plain
language of their agreement controls. We find that to be the case here. Accordingly, we
hold that the employment agreement did not entitle Gudorf to be compensated for
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LeGore’s departure because the client was a “direct client referral” of Brannon.1
{¶ 15} Gudorf next maintains that it is entitled to be compensated even if, as we
have found, LeGore was a direct client referral of Brannon. Gudorf bases this argument
on an alleged oral contract. According to Ted Gudorf, at the time of Brannon’s departure
they orally agreed to a “pro rata” split of any fee Brannon later earned from the client. The
trial court found that such an agreement was precluded by an integration clause in
Brannon’s written employment agreement with Gudorf. On appeal, Gudorf contends the
clause does not apply. Gudorf reasons that the employment agreement only concerned
its entitlement to compensation for a departed client who was not a direct client referral.
If, as here, the client was a direct client referral, then Gudorf claims its entitlement to
compensation was a matter beyond the scope of the employment agreement and was
the proper subject of a separate oral agreement.
{¶ 16} Once again, we find Gudorf’s argument to be unpersuasive. The integration
clause in the parties’ employment agreement provided in relevant part: “This Agreement
sets forth the entire agreement and understanding of the parties concerning the subject
matter hereof * * * and no modification hereof shall be binding upon the parties hereto
except by written instrument[.]” (Complaint at Exh. A, ¶ 13.) As set forth above, the subject
matter of the employment agreement included compensation for Gudorf if an employee
left the firm and took a client with him. The agreement explicitly provided that it was the
parties’ “entire agreement” and that the law firm was to be compensated if the departing
client was not a direct client referral. It logically follows that the parties did not intend for
1 In light of this determination, we need not address Brannon’s alternative argument that
the exclusive remedy for the breach of contract alleged by Gudorf was an action in
probate court.
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Gudorf to be compensated if the client was a direct client referral. Otherwise, there would
have been no reason for the agreement to make the distinction. Therefore, we conclude
that an oral agreement providing for Gudorf to be compensated for the departure of
LeGore, who was a direct client referral, impermissibly would modify the written
employment agreement and would run afoul of the integration clause. The first
assignment of error is overruled.
{¶ 17} In its second assignment of error, Gudorf contends the trial court erred in
denying reconsideration of the May 2017 summary judgment ruling in favor of Brannon
on Gudorf’s complaint.
{¶ 18} The record reflects that Gudorf orally moved for reconsideration of the
adverse summary judgment decision at the conclusion of an October 31, 2017 hearing
on Brannon’s motion for sanctions. (October 31, 2017 Tr. at 202-203.) Gudorf based the
reconsideration request on Brannon’s hearing testimony acknowledging (1) that the
employment agreement did not explicitly mention a departing client who was a direct
client referral and (2) that conversations had occurred during which Ted Gudorf asserted
a right to a pro-rata share of any fee Brannon obtained in the LeGore case. (Id. at 72-96.)
In light of this testimony, Gudorf urged the trial court to reconsider its summary judgment
ruling. In response to Gudorf’s oral motion for reconsideration, the trial court questioned
whether the hearing testimony was proper Civ.R. 56 evidence. (Id. at 206-207.) The trial
court also indicated that it did not intend to revisit summary judgment, but did allow the
parties to file post-hearing briefs. (Id. at 207.) On November 21, 2017, Gudorf followed
up with a memorandum requesting reconsideration. (Doc. #9.) The trial court denied
reconsideration of its summary judgment ruling and also overruled Brannon’s sanctions
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motion in a January 2, 2018 decision and judgment entry. (Doc. #13.) In support of its
decision to deny reconsideration of summary judgment, the trial court reasoned:
* * * To the extent that the Court was not clear when it stated at the
hearing that it would not reconsider its decision on the motions for summary
judgment, the Court specifically overrules any such motion or request. The
issue of summary judgment reconsideration was not before the Court at the
hearing on October 31, 2017, as the Court’s entry, after the filing of the
defendant’s Rule 41(A) notice of dismissal, specifically indicated that the
trial would go forward on defendant’s motion for sanctions only. To permit
reconsideration at this hearing, where only the parties testify and only the
exhibits existing between the parties were admitted, and where no notice of
the reconsideration was given to the other party, would be patently unfair
as any additional information discovered could have been easily uncovered
by appropriate discovery and submitted properly under Civ.R. 56(C). In
addition, there are other remedies in the civil rules for prosecuting such a
request.
(Id. at 2.)
{¶ 19} On appeal, Gudorf challenges the trial court’s statement at the close of the
sanctions hearing that it did not believe Brannon’s hearing testimony constituted proper
Civ.R. 56 evidence. Gudorf stresses that Civ.R. 56(C) permits the use of “transcripts of
evidence” in resolving a summary judgment motion. Gudorf also points out that a trial
court may entertain a motion for reconsideration any time prior to the entry of final
judgment. Gudorf asserts that the trial court’s summary judgment ruling remained
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interlocutory because Brannon’s motion for sanctions remained pending. Therefore,
Gudorf contends the trial court erred “in its refusal to even entertain the motion for
reconsideration.” (Appellant’s brief at 12.)
{¶ 20} Upon review, we find Gudorf’s argument to be without merit. As an initial
matter, the trial court’s January 2, 2018 written decision reflects that it denied
reconsideration primarily on the basis of fairness. The trial court found it inappropriate to
revisit summary judgment in the context of a hearing that had been limited to sanctions.
Regardless, we have examined the hearing transcript, and we see no arguable basis for
reconsideration even if we accept Gudorf’s claim that the hearing testimony constituted
proper Civ.R. 56 evidence and that the trial court retained jurisdiction to reconsider its
summary judgment ruling.
{¶ 21} In light of our analysis above, it matters not what Brannon stated during the
hearing about whether LeGore was a “direct client referral,” whether the employment
agreement addressed departing clients who were not direct client referrals, or whether
Ted Gudorf orally had asserted a right to compensation for LeGore’s departure. In
resolving Gudorf’s first assignment of error, we held that LeGore was a “direct client
referral” under the clear and unambiguous terms of the employment agreement. We also
held that the subject matter of the employment agreement included compensation for
Gudorf if an employee left the firm and took a client with him. We noted that the agreement
provided for the law firm to be compensated if the departing client was not a direct client
referral, indicating that the parties did not intend for Gudorf to be compensated if the client
was a direct client referral. Therefore, we concluded that any oral agreement providing
for Gudorf to be compensated for LeGore’s departure impermissibly would modify the
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written agreement in violation of the integration clause. For that reason, it is immaterial
whether Ted Gudorf asserted a right to a pro-rata share of any fee Brannon obtained for
representing LeGore. Even if Brannon orally had agreed to such an arrangement (which
he denied), the oral agreement would not be enforceable in light of the integration clause.
In short, we see nothing in Brannon’s hearing testimony that could have provided the trial
court with any grounds to reconsider its summary judgment decision. Accordingly, the
trial court did not err in denying reconsideration. The second assignment of error is
overruled.
{¶ 22} The judgment of the Montgomery County Common Pleas Court is affirmed.
.............
WELBAUM, P.J., concurs.
FROELICH, J., dissents:
{¶ 23} The trial court held that Devin LeGore was a “direct client referral of” David
Brannon and therefore the Gudorf firm was not entitled to any compensation for the work
done by Brannon while at the firm or from the settlement after Brannon left the firm.
Because the contract is ambiguous and there are genuine issues of material fact as to
whether LeGore was “not a direct client referral of Employee,” I would conclude that the
trial court erred in granting summary judgment to Brannon on the claim by Gudorf based
on the employment contract. I would also conclude that the parties’ alleged subsequent
oral agreement addressing Brannon’s representation of LeGore was not barred by the
employment contract.
{¶ 24} Contracts are to be read as a whole, giving effect to every part of the
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agreement and avoiding any interpretation of one part that will annul another part. E.g.,
Foster Wheeler Enviresponse, Inc. v. Franklin Cty. Convention Facilities Auth., 78 Ohio
St.3d 353, 363, 678 N.E.2d 519 (1997). When reviewing a contract, the court’s primary
role is to ascertain and give effect to the intent of the parties. Hamilton Ins. Serv., Inc.
v. Nationwide Ins. Cos., 86 Ohio St. 3d 270, 273, 714 N.E.2d 898 (1999). A contract is
ambiguous if its provisions are susceptible to two or more reasonable interpretations.
Johnson v. Johnson, 2d Dist. Miami No. 2010 CA 2, 2011-Ohio-500, ¶ 11. Language in
an agreement need not be totally incomprehensible2 to be ambiguous. E.g., Becker v.
Direct Energy, LP, 2018-Ohio-4134, 112 N.E.3d 978, ¶ 51 (2d Dist.).
{¶ 25} The ambiguity of the phrase “any client or account of the company who is
not a direct client referral of Employee” is evident when read in context of the entire
employment agreement. The contract provides that all clients of the employee/attorney
are clients of the employer firm and that all papers, files, documents, etc. relating to clients
are the exclusive property of the employer, including the files relating to the firm’s client
the employee took with him. (It is undisputed that LeGore was referred to Brannon after
Brannon joined the Gudorf firm.) And, it requires the employee to devote his entire time,
attention, and energies to the business of the employer-firm. The compensation section
specifically provides for different commissions for clients “brought into” the employer by
the employee and for clients where the employee handles the initial intake and all
subsequent work together with the use of the employer’s staff.
{¶ 26} The phrase “not a direct client referral of Employee” is under the non-
2See Catholic Health Initiatives-Iowa Corp. v. Sebelius, 841 F. Supp. 2d 270, 271 (D.D.C.
2012) (describing a Medicare statute as a law “written by James Joyce and edited by E.E.
Cummings”).
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competition section (section 10) of the employment contract, as opposed to the
compensation section (section 6). The phrase is not defined in the agreement and, in
my view, has no obvious singular meaning when read in light of the entire contract
(particularly the compensation provision regarding clients “brought into” the firm by the
employee-attorney) and with an eye toward giving effect to all terms. Parol evidence,
therefore, can be used to interpret and resolve the ambiguity. See, e.g., Bank of New
York Mellon v. Rhiel, 155 Ohio St. 3d 558, 2018-Ohio-5087, 122 N.E.3d 1219, ¶ 12; Illinois
Controls, Inc. v. Langham, 70 Ohio St. 3d 512, 639 N.E.2d 771 (1994) (“It is axiomatic
that, where a contract is ambiguous, parol evidence may be employed to resolve the
ambiguity and ascertain the intention of the parties.”).
{¶ 27} During his deposition, Gudorf was asked if LaGore was a direct client
referral to Brannon. Gudorf responded, “So based upon what we previously have
discussed, direct client referral means a client for which employee was actually under fee
contract or other documented engagement and actually representing or performing
billable services for the client in the employee’s former practice prior to employment by
Gudorf Law Group.” (Gudorf Depo. at 141.) Gudorf further stated that LaGore became
a client of Brannon’s after Brannon’s employment with the Gudorf firm began, and thus
was not a direct client referral. (Id. at 141-144.)
{¶ 28} The trial court’s interpretation of “not a direct client referral of employee” or,
in reality, its clarification of its presumed opposite (“direct client referral of employee”) is
not unreasonable; but neither are others. Brannon had one interpretation of the phrase;
Gudorf had another. The judges of this court also disagree as to the intent of the
contract. There is certainly some irony in lawyers and judges disagreeing on the
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meaning of a phrase that is ostensibly viewed as having only one meaning; in such a
situation, it is the trier of fact, after hearing from the parties, that should decide what the
parties meant by a phrase the parties used in the context of their professional contract.
{¶ 29} Second, Brannon argues that any alleged understanding not in writing
between the parties subsequent to the original contact is barred by the integration clause
of the employment agreement. Since the effect of an integration clause makes a
subsequent agreement no more integrated than in the absence of such a clause, Galmish
v. Cicchini, 90 Ohio St. 3d 22, 28, 723 N.E.2d 782 (2000), its presence does not preclude
the parties to the contract from agreeing on what the contract means, provided that their
subsequent understanding does not conflict with the written agreement.
{¶ 30} The contract demonstrates that there was, as part of the initial employment
contract, an understanding that the employee/attorney could not use the resources of the
employer/firm and take the employer’s client without some sort of compensation. Even
if the “not a direct client referral” language were not ambiguous, it explains only what
happens if the employee-attorney leaves and takes a firm client that is “not a direct client
referral” client from the employer. There is no explanation of how to deal with a client
who is a direct client referral of employee. The presence of a means of compensation
for a client of the firm that is “not a direct client referral of employee” does not necessarily
mean that there was no compensation contemplated by the parties for a firm client that
was a “direct referral.”
{¶ 31} A subsequent understanding between a law firm and its employee-lawyer
regarding the means of compensating for work done at the firm regarding an unaddressed
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category of clients is arguably not a modification the contract, 3 but a supplemental
interpretation consistent with the original contract. As stated above, section 9
(ownership of records) provides that all papers, files, documents, etc. relating to clients
are the exclusive property of the employer, including the files relating to the firm’s client
the employee took with him. Further, section 4 (duties) requires the employee to devote
his entire time, attention, and energies to the business of the employer. A finding that
the employer receives no compensation for a direct client referral appears to be at odds
with these provisions and at the least adds to the ambiguity of the entire contract.
{¶ 32} I would remand for the court to determine from the evidence the intent of
the parties.
Copies sent to:
Richard Hempfling
Matthew C. Schultz
David D. Brannon
Hon. Timothy J. Campbell
3
To modify means ‘to change in form or character, to alter.’ ” (Citation omitted.) Herbert
v. Porter, 3d Dist. Seneca No. 13-05-15, 2006-Ohio-355, ¶ 25.