Trebnick Sys., Inc. v. Chalmers

[Cite as Trebnick Sys., Inc. v. Chalmers, 2013-Ohio-2642.]
IN THE COURT OF APPEALS
TWELFTH APPELLATE DISTRICT OF OHIO
WARREN COUNTY
TREBNICK SYSTEMS, INC., :
Plaintiff-Appellant, : CASE NO. CA2012-10-097
: OPINION
- vs - 6/24/2013
:
SCOTT CHALMERS, :
Defendant-Appellee. :
CIVIL APPEAL FROM WARREN COUNTY COURT
Case No. 2011CVF01099
William T. Daly, The Ritch Bldg., 70 Birch Alley, Suite 240, Dayton, Ohio 45440, for plaintiff-
appellant
James A. Dearie, 12 East Warren Street, Lebanon, Ohio 45036, for defendant-appellee
RINGLAND, P.J.
{¶ 1} Plaintiff-appellant, Trebnick Systems, Inc., appeals a decision of the Warren
County Court granting summary judgment in favor of defendant-appellee, Scott Chalmers.
For the reasons stated below, we affirm.
{¶ 2} Trebnick is in the business of manufacturing printing materials. Scott Chalmers
is an individual who works for a company called the Chalmers Group. In 2010, Scott
contacted Trebnick and inquired whether the company could print a particular label. Later,
Warren CA2012-10-097
Trebnick received a purchase order for labels from the Chalmers Group. The labels were
allegedly shipped to the Chalmers Group. Trebnick claims it was never paid for the labels.
{¶ 3} In 2011, Trebnick filed suit against the Chalmers Group in the Dayton Municipal
Court for breach of contract. Thereafter, Trebnick received a default judgment against the
Chalmers Group. A few months later, Trebnick sued the Chalmers Group again for the same
breach of contract in Warren County Court. Once more, Trebnick received a default
judgment against the Chalmers Group for the debt.
{¶ 4} On October 12, 2011, Trebnick filed a complaint against Scott for breach of
contract regarding the label order in the Warren County Court. Trebnick alleged that Scott
was individually liable for the breach of contract. Scott disagreed and moved for summary
judgment. The trial court granted Scott's motion for summary judgment.
{¶ 5} Trebnick filed this appeal, asserting a sole assignment of error:
{¶ 2} THE TRIAL COURT ERRED WHEN GRANTING THE DEFENDANT'S
MOTION FOR SUMMARY JUDGMENT, AS THE TRIAL COURT'S OWN WRITTEN
DECISION CONCLUDES THAT GENUINE ISSUES OF MATERIAL FACT DO EXIST, THE
TRIAL COURT EITHER APPLIED THE INCORRECT LAW OR PERHAPS, AND
RESPECTFULLY, SIMPLY CLERICALLY ERRED BY GRANTING, INSTEAD OF
OVERRULING, DEFENDANT'S MOTION FOR SUMMARY JUDGMENT.
{¶ 1} Trebnick challenges the trial court's grant of summary judgment in favor of
Scott. Trebnick argues there are genuine issues of material fact as to whether Scott is
personally liable for the amount owed to Trebnick. Specifically, Trebnick maintains that Scott
should be held personally liable because Trebnick was never aware that it was dealing with a
corporation. Trebnick also asserts that Scott has taken different positions as to whether the
Chalmers Group is a corporation throughout the proceedings.
{¶ 2} This court's review of a trial court's ruling on a summary judgment motion is de
-2-
Warren CA2012-10-097
novo, which means that we review the judgment independently and without deference to the
trial court's determination. Simmons v. Yingling, 12th Dist. No. CA2010-11-117, 2011-Ohio-
4041, ¶ 18. We utilize the same standard in our review that the trial court uses in its
evaluation of the motion. Id.{¶ 3} Summary judgment is appropriate when there are no genuine issues of material
fact to be litigated, the moving party is entitled to judgment as a matter of law, reasonable
minds can come to only one conclusion, and that conclusion is adverse to the nonmoving
party. Civ.R. 56(C); Williams v. McFarland Properties, L.L.C., 177 Ohio App.3d 490, 2008-
Ohio-3594 (12th Dist.), ¶ 7. To prevail on a motion for summary judgment, the moving party
must be able to point to evidentiary materials that show there is no genuine issue as to any
material fact and that the moving party is entitled to judgment as a matter of law. Dresher v.
Burt, 75 Ohio St.3d 280, 293 (1996). The nonmoving party must then present evidence that
some issue of material fact remains to be resolved; it may not rest on the mere allegations or
denials in its pleadings. Id. All evidence submitted in connection with a motion for summary
judgment must be construed most strongly in favor of the party against whom the motion is
made. Morris v. First Natl. Bank & Trust Co., 21 Ohio St.2d 25, 28 (1970).
{¶ 4} "A corporation, being an artificial person, can act only through agents." Lamar
Advantage GP Co. v. Patel, 12th Dist. No. CA2011-10-105, 2012-Ohio-3319, ¶ 18, quoting
James G. Smith & Assoc., Inc. v. Everett, 1 Ohio App.3d 118, 120 (10th Dist.1981). When a
person conducts business on behalf of a corporation, he is acting as an agent for the
corporation and therefore will not incur individual liability for the corporation's obligations.
Lamar at ¶ 18. However, the agent may still incur personal liability for the debts of the
corporation unless the agent "so conduct[s] himself in dealing on behalf of the corporation
with third persons that those persons are aware that he is an agent of the corporation and it
is the corporation (principal) with which they are dealing, not the agent individually." Id.-3-
Warren CA2012-10-097
{¶ 5} In the case at bar, Aaron Trebnick, the Vice-President of Sales for Trebnick,
explained that he negotiated with Scott regarding the label contract. During Aaron's
deposition, he conceded that when he was negotiating the label contract, he was aware that
the Chalmers Group was a company and that the transaction was between two companies.
He also acknowledged that Scott never personally guaranteed the contract.
{¶ 6} Aaron stated that after the pair negotiated the contract, his company received a
purchase order from the Chalmers Group for the labels. The "Chalmers Group" is identified
as the client and the name is listed under the shipping address. The bottom of the purchase
order states that Scott Chalmers authorized the order. After filling the order, Trebnick
completed an invoice for the transaction. The invoice again indicates that the labels were
sold to the Chalmers Group and that the labels should be shipped to "The Chalmers Group,"
"Attention: Scott Chalmers."
{¶ 7} We find that the trial court did not err in granting summary judgment to Scott.
Trebnick has failed to put forth any evidence to show it was not aware it was dealing with an
individual instead of a corporation. In his deposition, Aaron acknowledged that he knew that
the Chalmers Group was a company. The invoice and purchase order also clearly show that
the client and the purchaser of the labels was the "Chalmers Group." The incidental use of
Scott's name on the purchase order and the invoice is insufficient to show that Scott had
individual liability for the contract. While the purchase order did not use a corporate name
indicator after the Chalmers Group, it is clear that Trebnick knew that the Chalmers Group
was the principal and Scott was acting as an agent. See The Promotion Co., Inc./Special
Events Div. v. Sweeney, 150 Ohio App.3d 471, 2002-Ohio-6711, ¶ 20 (7th Dist.).
Additionally, Aaron acknowledged that Scott never personally guaranteed the contract.
Therefore, there was no genuine issue of material fact that Trebnick understood that the
label contract was with the corporation, the Chalmers Group, and that Scott was acting as its
-4-
Warren CA2012-10-097
agent.
{¶ 8} Trebnick argues there is a genuine issue of fact as to whether Scott is
individually liable because Scott and the Chalmers Group have made contradictory
representations regarding whether the Chalmers Group is a corporation. Attached to
Trebnick's summary judgment motion is a "motion to strike plaintiff's cease and desist (sic)"
allegedly filed by Scott and the Chalmers Group in Dayton Municipal Court. The motion
states, "[Trebnick] has factually misrepresented [Chalmers Group] in this action as a
corporation * * * Chalmers Group is not a corporation in any State." Trebnick maintains this
document contradicts Scott's current argument that he is not personally liable for the contract
because he was acting as an agent for the Chalmers Group. The filing is not signed or
certified, and Trebnick did not incorporate the document through reference in an affidavit. In
Scott's reply motion for summary judgment, he objected to the trial court considering this
document in its determination.
{¶ 9} We begin by noting that this document is not proper Civ.R. 56(C) evidence.
Civ.R. 56(C) provides an exclusive list of materials that a trial court may consider when
deciding a motion for summary judgment. State ex rel. Varnau v. Wenninger, 12th Dist. No.
CA2009-02-010, 2011-Ohio-3904, ¶ 7. Those materials are "pleadings, depositions, answers
to interrogatories, written admissions, affidavits, transcripts of evidence, and written
stipulations of fact." Civ.R. 56(C). An unauthenticated document, including uncertified court
records, may not support a motion for summary judgment. Nicely v. Kline, 10th Dist. No.
05AP-825, 2006-Ohio-951, ¶ 21. Therefore, we cannot consider this document in our review
of the trial court's summary judgment decision.
{¶ 10} Trebnick does not argue that this document fits the requirements of Civ.R.
56(C) but instead maintains that the trial court may take judicial notice of a previous court's
pleadings. This court has stated, "a trial court cannot take judicial notice of court
-5-
Warren CA2012-10-097
proceedings in another case and may not take judicial notice of prior proceedings in the court
even if the same parties and subject matter are involved; a court may take judicial notice of
only the court proceedings in the immediate case." Mansour v. Croushore, 194 Ohio App.3d
819, 2011-Ohio-3342 (12th Dist.), ¶ 18. As such, the trial court did not err by refusing to take
judicial notice of the filing in the Dayton Municipal Court.
{¶ 11} Trebnick's sole assignment of error is overruled.
{¶ 12} Judgment affirmed.
S. POWELL and M. POWELL, JJ., concur.
-6-