Mangano v. 1033 Water St., L.L.C., No. 106861

CourtUnited States Court of Appeals (Ohio)
Writing for the CourtMARY J. BOYLE, P.J.
Citation2018 Ohio 5349
Decision Date27 December 2018
Docket NumberNo. 106861

2018 Ohio 5349


No. 106861


December 27, 2018



Civil Appeal from the Cuyahoga County Court of Common Pleas
Case No.

BEFORE: Boyle, P.J., Jones, J., and Keough, J.

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Michael D. Linn
Thomas Owen
Powers Friedman Linn, P.L.L.
25550 Chagrin Boulevard, Suite 180
Cleveland, Ohio 44122


For William Mangano

Steven M. Ott
Jacqueline Ann O'Brien
Lindsey A. Wrubel
Ott & Associates Co., L.P.A.
1300 E. Ninth Street, Suite 1520
Cleveland, Ohio 44114

For Water Street Condominiums Owners' Association, Inc.

Daniel M. Anderson
Paul L. Bittner
Ice Miller L.L.P.
250 West Street, Suite 700
Columbus, Ohio 43215-2538

Robert D. Kehoe
Lauren N. Orrico
Kevin P. Shannon
Kehoe & Associates, L.L.C.
1940 East 6th Street
900 Baker Building
Cleveland, Ohio 44114


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{¶1} Defendants-appellants, 1033 Water Street, L.L.C. and Robert Rains (collectively "appellants"), appeal a trial court judgment granting a permanent injunction to plaintiff-appellee, William Mangano, ordering defendant-appellee, Water Street Condominium Owners' Association ("Association"), to conduct a special election of its board of directors within 30 days and barring appellants from "participating, voting in or otherwise influencing the special election" as well as any future election of the Association's board of directors. Appellants raise three assignments of error for our review:

1. The trial court abused its discretion in granting the plaintiff/appellee's motion for permanent injunction.

2. The trial court erred in finding that Belvedere [Condominium Unit Owners' Assn. v. R.E. Roark Cos., Inc., 67 Ohio St.3d 274, 617 N.E.2d 1075 (1993)] bars a condominium developer, who is also a unit owner, from participating in elections of the board of directors.

3. The trial court abused its discretion in granting the plaintiff/appellee's motion to substitute parties.

{¶2} Finding no merit to appellants' arguments, we affirm.

I. Procedural History and Factual Background

{¶3} Mangano is the trustee of the William J. Mangano Trust ("Mangano"), which owns one unit at the Water Street Condominiums. In October 2016, Mangano filed a complaint for declaratory judgment and injunctive relief against 1033 Water Street, Rains, John Carney, and the Association, claiming that the defendants impermissibly exercised developer control over the Water Street Condominiums.1

{¶4} 1033 Water Street is the developer of Water Street Condominiums, which consists of 99 condominium units located in downtown Cleveland. Rains is the manager of 1033 Water

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Street and has been a member of the board of directors since its inception. Rains is also a manager of Landmark Management, which manages the Water Street Condominiums. According to the parties' joint stipulations, 1033 Water Street owns "not more than 42 of the 99 units."

{¶5} The Association is the condominium unit owners' association of the Water Street Condominiums as defined by R.C. 5311.01(DD). The Association and the Water Street Condominiums are subject to covenants, conditions, and restrictions contained in the Declaration of Condominium Ownership for the Water Street Condominiums ("Declaration") and the "Code of Regulations (Bylaws)" of the Association ("Bylaws"), which were originally recorded with the Cuyahoga County Recorder in June 2006. An amended version of the Declaration and Bylaws were filed in June 2007 and is part of the record on appeal. Rains acknowledged the Declaration on behalf of 1033 Water Street as the developer.

{¶6} The Bylaws specify that there shall be three or five members of the board of directors. According to the joint stipulations, the Association's board of directors has always been comprised of three members. Further, since 2008, one member of the board of directors has not been affiliated with defendants.

{¶7} All unit owners are members of the Association pursuant to R.C. 5311.08(C)(1). Mangano is a "unit owner" as defined by R.C. 5311.01(C)(C), and therefore, Mangano is a member of the Association.

{¶8} In February 2017, Mangano filed a motion for permanent injunction, seeking to permanently enjoin defendants from "participating, voting, or otherwise influencing any owners' election regarding the Board of Directors." He also sought an order mandating that the Association hold "an immediate election for the board of directors to replace Robert Rains and

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any other board member appointed by defendants" and preventing the defendants from "participating in said election." The defendants opposed Mangano's motion. The parties filed joint stipulations, and the trial court heard oral arguments on the parties' respective positions.

{¶9} In February 2018, the trial court issued a judgment with findings of fact and conclusions of law granting Mangano a permanent injunction. The trial court ordered the Association to conduct a special election of its board of directors within 30 days and barred appellants from "participating, voting in or otherwise influencing the special election" as well as any future election of the Association's board of directors.

{¶10} Appellants appealed the trial court's judgment granting a permanent injunction. Appellants also moved for a stay of the judgment pending appeal in the trial court, which the trial court denied. Appellants then moved for a stay pending appeal to this court. We granted appellants' motion to stay pending appeal, but limited it to that portion of the trial court's order directing a special election of the board of directors.

II. Permanent Injunction

A. Standard of Review

{¶11} Generally, the decision to grant or deny an injunction is a matter within the discretion of the trial court, and a reviewing court will not disturb the judgment of the trial court absent an abuse of discretion. Garono v. State, 37 Ohio St.3d 171, 173, 524 N.E.2d 496 (1988); Perkins v. Quaker City, 165 Ohio St. 120, 125, 133 N.E.2d 595 (1956). An abuse of discretion implies that the trial court's decision was unreasonable, arbitrary, or unconscionable. Ginn v. Stonecreek Dental Care, 12th Dist. Fayette Nos. CA2015-01-001 and CA2015-01-002, 2015-Ohio-4452, ¶ 11.

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{¶12} When the question of whether a trial court properly granted an injunction involves issues of law, however, we employ a de novo standard of review. See W. Branch Local School Dist. Bd. of Edn. v. W. Branch Edn. Assn., 2015-Ohio-2753, 35 N.E.3d 551, ¶ 13-14 (7th Dist.) (whether the trial court properly granted the permanent injunction involved matters of contract interpretation and was therefore reviewed de novo). This case requires us to interpret provisions of the Ohio Condominium Act, which is a question of law that we will review de novo.

B. Requirements for a Permanent Injunction

{¶13} Injunctive relief is an equitable remedy that is available only where there is no adequate remedy at law. Haig v. Ohio State Bd. of Edn., 62 Ohio St.3d 507, 510, 584 N.E.2d 704 (1992). The party seeking a permanent injunction must demonstrate by clear and convincing evidence that (1) they are entitled to relief under applicable statutory law, (2) an injunction is necessary to prevent irreparable harm, and (3) no adequate remedy at law exists. Proctor & Gamble Co. v. Stoneham, 140 Ohio App.3d 260, 268, 747 N.E.2d 268 (1st Dist.2000). Irreparable harm is an injury for which there is no plain, adequate, and complete remedy at law and for which money damages would be impossible, difficult, or incomplete. 1st Natl. Bank v. Mountain Agency, L.L.C., 12th Dist. Clermont No. CA2008-05-056, 2009-Ohio-2202, ¶ 47.

{¶14} In an action for a temporary or permanent injunction, the plaintiff must prove his or her case by clear and convincing evidence. Franklin Cty. Dist. Bd. of Health v. Paxon, 152 Ohio App.3d 193, 202, 2003-Ohio-1331, 787 N.E.2d 59 (10th Dist.). The Ohio Supreme Court has defined clear and convincing evidence as that measure or degree of proof that will produce in the mind of the trier of facts a firm belief or conviction as to the allegations sought to be established. Cross v. Ledford, 161 Ohio St. 469, 477, 120 N.E.2d 118 (1954).

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C. Irreparable Harm and Entitled to Relief

{¶15} In their first assignment of error, appellants argue that the trial court erred when it granted a permanent injunction in favor of Mangano because Mangano did not establish two of "the most basic elements" of a permanent injunction. First, appellants contend that Mangano failed to show that he would suffer irreparable harm if his motion for permanent injunction was not granted. Specifically, appellants point to the fact that because Mangano did not testify or attach an affidavit to his motion, he failed to offer "evidence" that he would suffer irreparable harm.

{¶16} We disagree with this argument. The parties filed joint stipulations of fact with the Declaration and Bylaws attached as well as the minutes from several meetings of the board of directors and the Association. The stipulations contained sufficient facts for the trial court to determine whether Mangano would suffer irreparable harm under the Condominium Act. That is, if Mangano proved that he was entitled to relief under the Act (discussed next), then he established that he would suffer irreparable harm if his motion was not granted.

{¶17} Next, appellants argue that Mangano did not prove that he was entitled to relief (i.e., the merits of his claim) because he did not establish that appellants violated the relevant provisions of the Ohio Condominium Act by participating in the elections of the Association's board of directors. Essentially, the crux of appellants' argument regarding this issue is that after the three-year period set forth in R.C. 5311.08(D)(1) passed, the Ohio Condominium Act prevented them (i.e., the developer) from a...

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