[Cite as Haines v. Haines & Co., Inc., 2013-Ohio-2973.]
COURT OF APPEALS
STARK COUNTY, OHIO
FIFTH APPELLATE DISTRICT
LEONARD W. HAINES JUDGES:
Hon. William B. Hoffman, P.J.
Plaintiff-Appellant Hon. John W. Wise, J.
Hon. Patricia A. Delaney, J.
-vs-
Case No. 2012CA00201
HAINES & COMPANY, INC.
Defendant-Appellee OPINION
CHARACTER OF PROCEEDING: Appeal from the Stark County Court of
Common Pleas, Case No. 2012CV02617
JUDGMENT: Reversed and Remanded
DATE OF JUDGMENT ENTRY: July 8, 2013
APPEARANCES:
For Plaintiff-Appellee For Defendant-Appellant
CHARLES E. RINGER JAMES F. MATHEWS
4690 Munson Street NW, Suite B Baker, Dublikar, Beck, Wiley & Mathews
Canton, Ohio 44718 400 South Main Street
North Canton, Ohio 44720
Stark County, Case No. 2012CA00201 2
Hoffman, P.J.
{¶1} Plaintiff-appellant Leonard W. Haines appeals the October 2, 2012
Judgment Entry entered by the Stark County Court of Common Pleas dismissing
Appellant’s complaint and compelling arbitration in favor of Defendant-appellee Haines
& Company, Inc.
STATEMENT OF THE FACTS AND CASE
{¶2} On August 17, 2012, Appellant Leonard W. Haines filed a complaint in the
Stark County Court of Common Pleas for breach of a Stock Purchase Agreement
(Agreement) entered into between the parties on December 30, 1997. The Agreement
provides for a stock redemption schedule pursuant to which Haines & Company, Inc.
(Haines & Company) agreed to pay Appellant the fixed sum of $6,675.08 per month,
each year for the period of twenty years in exchange for the sale of Appellant's stock to
the company. Haines & Company paid Appellant the monthly payment in accordance
with the Agreement for a period of six years, from January 1998, until December of
2003. From January of 2004, until June of 2008, the Company paid Appellant a
reduced sum of $4,000.00 per month. Haines & Company then stopped payment
altogether.
{¶3} Haines & Company did not cite a disagreement or dispute with Appellant
as justification for ceasing payments under the Agreement; rather, the company cited
financial difficulties producing cash flow problems for the corporation.
{¶4} On September 14, 2012, Haines & Company filed a motion to compel
arbitration. Appellant filed a brief in opposition on September 28, 2012, and a motion
for summary judgment. Via Judgment Entry of October 2, 2012, the trial court approved
Stark County, Case No. 2012CA00201 3
the prepared judgment tendered with Appellant's motion, dismissing the complaint and
compelling Appellant to pursue arbitration.
{¶5} Appellant now appeals, assigning as error:
{¶6} “I. THE TRIAL COURT ERRED IN THE ENTRY OF JUDGMENT
PURPORTING TO ENFORCE A CONTRACTUAL ARBITRATION CLAUSE IN THE
ABSENCE OF ANY FACTUAL DETERMINATION OF A ‘DISPUTE’ SUBJECT TO
REFERRAL TO ARBITRATION.
{¶7} “II. THE TRIAL COURT ERRED IN THE ENTRY OF JUDGMENT
DISMISSING APPELLANT’S ACTION WHEN A STAY IS THE REMEDY AUTHORIZED
UNDER R.C. 2711.02.”
I.
{¶8} In the first assignment of error, Appellant maintains the trial court erred in
concluding the matter should be referred to arbitration pursuant to the Stock Purchase
Agreement. We agree.
{¶9} Paragraph C of the parties' Agreement reads,
{¶10} "C. Arbitration.
{¶11} "In the event that there is a dispute between the parties concerning this
agreement, the matter will be submitted to binding arbitration pursuant to the Rules of
Commercial Arbitration of the American Arbitration Association."
{¶12} (Emphasis added.)
{¶13} The record before the trial court herein demonstrates Haines & Company
stopped paying Appellant in accordance with the Agreement purely as a result of
financial difficulties due to cash flow. The company does not dispute its financial
Stark County, Case No. 2012CA00201 4
obligation to Appellant. Further, a determination of the amount due to Appellant under
the contract is easily calculated. As such, the Company's inability to pay under the
terms of the Agreement does not amount to a dispute between the parties concerning
the agreement which would then be referable to arbitration pursuant to the terms of the
Agreement. A court is not permitted to alter a lawful contract by imputing intent contrary
to the expressed intent of the parties. Westfield v. Galatis 100 Ohio St.3d 216, 2003-
Ohio-5849.
{¶14} Appellant's first assignment of error is sustained.
II.
{¶15} In the second assigned error, Appellant argues the trial court erred in
denying the motion to stay pending arbitration; rather than dismissing the case. We
agree.
{¶16} R.C. 2711.02 provides, in pertinent part,
{¶17} "(B) If any action is brought upon any issue referable to arbitration under
an agreement in writing for arbitration, the court in which the action is pending, upon
being satisfied that the issue involved in the action is referable to arbitration under an
agreement in writing for arbitration, shall on application of one of the parties stay the
trial of the action until the arbitration of the issue has been had in accordance with the
agreement, provided the applicant for the stay is not in default in proceeding with
arbitration."
{¶18} Based upon the above, we find even had the matter been properly
referred to arbitration, the trial court should have properly stayed the matter upon
Stark County, Case No. 2012CA00201 5
Appellant's application rather than dismissing the action. However, in light of our
analysis and disposition of Appellant's first assigned error, we find the issue now moot.
{¶19} The judgment of the Stark County Court of Common Pleas is reversed
and the matter remanded to the trial court for further proceedings in accordance with the
law and this opinion.
By: Hoffman, P.J.
Wise, J. and
Delaney, J. concur
___________________________________
HON. WILLIAM B. HOFFMAN
___________________________________
HON. JOHN W. WISE
___________________________________
HON. PATRICIA A. DELANEY
Stark County, Case No. 2012CA00201 6
IN THE COURT OF APPEALS FOR STARK COUNTY, OHIO
FIFTH APPELLATE DISTRICT
LEONARD W. HAINES :
:
Plaintiff-Appellant :
:
-vs- : JUDGMENT ENTRY
:
HAINES & COMPANY, INC. :
:
Defendant-Appellee : Case No. 2012CA00201
For the reason stated in our accompanying Opinion, the October 2, 2012
Judgment Entry entered by the Stark County Court of Common Pleas is reversed and
the matter remanded to the trial court for further proceedings in accordance with the law
and our Opinion.
___________________________________
HON. WILLIAM B. HOFFMAN
___________________________________
HON. JOHN W. WISE
___________________________________
HON. PATRICIA A. DELANEY