Lucas v. Reywal Co. Limited Partnership, 010819 OHCA10, 17AP-479

Docket Nº:17AP-479
Opinion Judge:TYACK, J.
Party Name:John C. Lucas, Trustee for the Miriam C. Lucas Trust et al., Plaintiffs-Appellees, v. Reywal Co. Limited Partnership et al., Defendants-Appellants.
Attorney:Stephen H. Dodd, for appellants. Carpenter Lipps & Leland, and Angela Paul Whitfield, for appellees. Stephen H. Dodd. Cherry Poteet.
Judge Panel:BROWN and BRUNNER, JJ., concur.
Case Date:January 08, 2019
Court:Court of Appeals of Ohio
 
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2019-Ohio-27

John C. Lucas, Trustee for the Miriam C. Lucas Trust et al., Plaintiffs-Appellees,

v.

Reywal Co. Limited Partnership et al., Defendants-Appellants.

No. 17AP-479

Court of Appeals of Ohio, Tenth District

January 8, 2019

APPEAL from the Franklin County Court of Common Pleas, C.P.C. No. 14CV-4953)

On brief:

Stephen H. Dodd, for appellants.

Carpenter Lipps & Leland, and Angela Paul Whitfield, for appellees.

Argued:

Stephen H. Dodd.

Cherry Poteet.

DECISION

TYACK, J.

{¶ 1} Defendant-appellant, William F. Newman ("Newman"), appeals the June 7, 2017 decision and entry of the Franklin County Court of Common Pleas granting the motion of receiver, Kenneth A. Gamble ("Receiver"), for instructions that directed the Receiver to proceed with a purchase agreement between intervenor-appellee, LRC Development Company, LLC ("LRC") and Reywal Co. Limited Partnership ("Reywal"). For the reasons that follow, we affirm the judgment of the trial court.

I. FACTS AND PROCEDURAL HISTORY

{¶ 2} This appeal arises from a receivership action, but the trial court's decision and entry relates to a purchase agreement between Reywal and LRC that the parties entered into prior to the appointment of the Receiver. On June 24, 2013, Reywal executed a purchase agreement for the sale to LRC of a 28-acre piece of property in central Ohio called the Sawmill Road Property for $5, 000, 000.

{¶ 3} At the time the purchase agreement was signed, the property was the subject of a detachment proceeding that was concluded in March 2017. See Reywal Co. Ltd. Partnership v. Dublin, 10th Dist. No. 15AP-635, 2017-Ohio-367. Closing was delayed due to the detachment litigation, but the purchase agreement had not been terminated by either party and by its terms, it became effective and fully enforceable on the mutual execution of the agreement.

{¶ 4} On May 7, 2014, nearly one year after the purchase agreement was executed, plaintiffs John C. Lucas, as trustee of the Miriam C. Lucas Trust (a limited partner), and the Prendegast Family Partnership (a limited partner), filed a complaint requesting a judicial dissolution of the Reywal Limited Partnership. The Reywal partnership was originally formed for the purpose of investing in real estate. The complaint requested an accounting from the general partner, the appointment of a receiver, and money damages for conversion ("the receivership case"). The defendants were appellant William Newman, the sole general partner, and the Estate of Robert E. Albright, who was a general partner at the time of his death in 2013.

{¶ 5} Kenneth Gamble was appointed by the trial court as the Receiver for Reywal on May 30, 2014. The Receiver began liquidating Reywal's assets and distributing the proceeds to the partners. The Receiver sold real estate after receiving approval from the trial court. He initiated a lawsuit on behalf of Reywal to recover past due rent from a tenant. He oversaw the detachment litigation.

{¶ 6} On February 17, 2017, the partners settled all claims among themselves. Over $5, 000, 000 in assets were distributed to the partners. All claims in the underlying action were dismissed with prejudice, except the receivership. The purchase agreement was the sole asset of the receivership estate that remained at issue in the proceeding. The trial court retained jurisdiction to enforce the settlement agreement and to adjudicate any disputes arising out of that agreement or its implementation including the liquidation of the Sawmill Road Property.

{¶ 7} On April 4, 2017, the Receiver filed a motion to seek guidance from the trial court regarding the purchase agreement. The Receiver had received another offer from a third party for the Sawmill Road Property that was approximately $900, 000 higher than the $5, 000, 000 price agreed to in the purchase agreement. Neither accepting nor rejecting the third-party offer, and not wanting to incur liability for a breach of the purchase agreement, the Receiver sought instructions from the trial court. Meanwhile, LRC continued to perform under the purchase agreement and submitted a $25, 000 deposit to the escrow agent on April 7, 2017. Further obligations by the Receiver were stayed by the trial court, and LRC intervened in this case to protect its interest under the purchase agreement.

{¶ 8} After briefing by the parties, the trial court held a hearing on June 7, 2017. At that time, counsel for Newman represented to the trial court that the third party had rescinded its offer. After consideration of all the facts and circumstances of the case including maximizing the return from the property to the receivership estate, the trial court lifted the stay on the Receiver's obligations under the purchase agreement and ordered the Receiver to proceed with the purchase agreement between LRC and Reywal. This appeal followed.

II. MOTION TO DISMISS

{¶ 9} As a...

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