Blue Techs. Smart Sols. v. Ohio Collaborative Learning Sols.
| Docket Number | 110501 |
| Decision Date | 09 June 2022 |
| Citation | 2022 Ohio 1935 |
| Parties | BLUE TECHNOLOGIES SMART SOLUTIONS, LLC, ET AL., Plaintiffs-Appellants, v. OHIO COLLABORATIVE LEARNING SOLUTIONS, INC., ET AL., Defendants-Appellees. |
| Court | Ohio Court of Appeals |
Reminger Co., L.P A., and Eric J. Weiss; Climaco Wilcox Peca & Garofoli and Scott Simpkins, for appellants.
Schneider Smeltz Spieth Bell LLP, Mark M. Mikhaiel, and Aanchal Sharma, for appellees.
JOURNAL ENTRY AND OPINION
{¶ 1} Appellants, Blue Technologies Smart Solutions, LLC ("BTSS"), Blue Technologies, Inc. ("BT"), and Paul Hanna, bring this interlocutory appeal challenging three of the trial court's discovery rulings. Appellants claim the trial court's order requiring them to respond to the discovery requests of appellees, Ohio Collaborative Learning Solutions, Inc. ("OCLS") and Anand Julka ("Julka"), requires the disclosure of material protected by the work-product doctrine and requires the disclosure of confidential tax returns. For the reasons that follow, we dismiss the appeal for lack of a final, appealable order.
{¶ 2} The present appeal involves two consolidated cases that resulted from a commercial transaction, most of the details of which are not pertinent to the present appeal. The transaction involved the sale of business assets and collaborative agreements where the parties agreed to work together in various ways in the information technology and procurement fields. The various filings in these cases indicate that an asset purchase agreement, employment agreement, and support agreement were executed in 2013. In 2015, an amended support agreement was executed. By 2018, the business relationships established by these contracts was severely strained. As a result, appellants filed suit against appellees in that year.[1]
{¶ 3} In Cuyahoga C.P. No. CV-18-902719, appellants brought claims against appellees and other parties for breach of the various contracts that were executed as part of the above business deal. According to the amended complaint, OCLS and other related parties breached the noncompetition clause of the asset purchase agreement and the service agreement, breached the service agreement, and misappropriated unidentified trade secrets. After OCLS and other defendants filed an answer and counterclaim, the case proceeded according to the discovery schedule established by the trial court.
{¶ 4} Several issues arose during the proceedings that interrupted the normal course of litigation. These include the recusal of the trial judge and an appeal of the denial of a motion to compel arbitration. In 2020, after the case was remanded from this court, discovery continued.
{¶ 5} In Cuyahoga C.P. No. CV-20-933999, appellees brought suit against appellants. They alleged appellants intentionally damaged OCLS's business. The complaint includes claims for breach of contract for each of the above agreements, as well as claims of misrepresentation, negligent misrepresentation, tortious interference with contractual and business relations, unfair competition, conversion, securities fraud, unjust enrichment, declaratory judgment, breach of fiduciary duty, fraudulent concealment, misappropriation of trade secrets, civil conspiracy, breach of a duty of loyalty, and sought an accounting and to pierce the corporate veil. Appellants answered and filed a counterclaim.
{¶ 6} On July 30, 2020, the two cases were consolidated. The parties had significant discovery-related disputes that eventually required the intervention of the trial court. For a time, discovery was stayed while the court considered and ruled on appellees' motion to dismiss appellants' counterclaim. Discovery resumed on December 17, 2020. On January 19, 2021, the court issued rulings on several discovery motions and ordered:
The parties are ordered to confer to determine which of the documents requested are relevant to the issues pending in this case. The parties are further ordered to confer on which of the relevant documents are confidential. If there is a disagreement on the relevancy and confidentiality of the requested documents, then the parties may seek the court's intervention via an updated motion.
{¶ 7} On March 19, 2021, appellees filed a motion to compel appellants to respond to certain discovery requests. In the motion, appellees asserted that appellants improperly denied discovery requests, refused to answer proper interrogatories, and withheld documents and other materials for improper reasons. Appellees also alleged that appellants did not produce any privilege log or other method of demonstrating what was being withheld from discovery and for what reason. Appellants opposed the motion, in part, on attorney work-product grounds. However, they did not produce a privilege log or otherwise describe documents or evidence withheld based on any claimed privilege. Appellants also sought a protective order by motion, filed January 22, 2021, relative to a subpoena duces tecum served on a bank where BLSS and BT purportedly had accounts.
{¶ 8} A hearing was conducted on these two motions on April 28, 2021, and a transcript of this hearing was provided to the court.[2] The trial court heard lengthy discussions and arguments about several issues in the motion to compel and motion for protective order. However, the parties did not discuss all the issues raised in the motion to compel and for protective order. The parties, although given the chance to discuss other issues, failed to argue in any detail the work-product issue or the disclosure of tax returns. Appellants also did not request or provide documents for an in camera inspection so the court would have all the information before it in order to make a more informed decision.
(Emphasis added.) (A notice of appeal followed on May 14, 2021.)
{¶ 10} Of these rulings, BTSS takes issue only with those that are italicized in the quoted section above. These rulings fall into two categories, which appellants argue as three assignments of error:
A. Jurisdiction - Final, Appealable Order
{¶ 11} Appellees raise a jurisdictional question that has been briefed by the parties in their respective appellate briefs, which we must address before reviewing appellants' assignments of error. Appellees argues that this court lacks jurisdiction to entertain the present appeal because the trial court's order is not appealable pursuant to RC. 2505.02.
{¶ 12} Appellate courts are courts of limited jurisdiction confined to reviewing only final orders of inferior courts. See Ohio Constitution, Article IV, Section 3(B)(2); State v. Glenn, 165 Ohio St.3d 432, 2021-Ohio-3369 179...
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