Dahlhausen v. Aldred

932 N.E.2d 949, 187 Ohio App. 3d 536
CourtOhio Court of Appeals
DecidedMay 17, 2010
DocketNos. CA2009-08-049 and CA2009-08-053
StatusPublished
Cited by6 cases

This text of 932 N.E.2d 949 (Dahlhausen v. Aldred) is published on Counsel Stack Legal Research, covering Ohio Court of Appeals primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Dahlhausen v. Aldred, 932 N.E.2d 949, 187 Ohio App. 3d 536 (Ohio Ct. App. 2010).

Opinion

Young, Judge.

{¶ 1} Plaintiff-appellant and cross-appellee, Robert D. Dahlhausen, D.V.M., appeals the decision of the Clermont County Court of Common Pleas dismissing his complaint against defendant-appellee and cross-appellant Stephen W. Aldred, M.D., for lack of personal jurisdiction, and dismissing his complaint against defendant-appellee and cross-appellant Research Avian Laboratory, Inc. (“Avian”), and all but one of his claims against defendant-appellee and cross-appellant, Ernest Colaizzi, under the doctrine of forum non conveniens.

{¶ 2} Dahlhausen, a Clermont County, Ohio resident, originally filed a complaint in the trial court against Aldred and Colaizzi in October 2007. In July 2008, Dahlhausen filed an amended complaint adding Avian as a defendant. Aldred and Colaizzi are both Texas residents; Avian is a Texas corporation. The complaints alleged several contract and tort claims arising from a transfer of ownership interest in Research Associates Laboratory, Inc. (“RAL”) to Aldred and Colaizzi.1

{¶ 3} The facts giving rise to Dahlhausen’s complaints against all three defendants2 are as follows: In 1991, Dahlhausen formed an Ohio corporation to [540]*540manufacture and distribute avian food products and supplements and to conduct avian diagnostic research and testing. The name of the corporation was later changed to RAL. In 1992, Steven Radabaugh, D.V.M., joined RAL as a partner; Dahlhausen and Radabaugh each owned 50 percent of RAL. Over the next nine years, Dahlhausen and Radabaugh built a successful business and a solid reputation in the field of animal research and diagnostic testing. In 2001, Radabaugh sought to leave RAL; Dahlhausen began investigating selling Radabaugh’s ownership interest in RAL to another partner or partners.

{¶ 4} The parties, casual acquaintances sharing an interest in avian research, agree that they began discussing the possible involvement of Aldred and Colaizzi in RAL in 2001. The parties disagree, however, as to who made the initial overtures. Dahlhausen claims that during one of their regular phone conversations (discussing aviculture and avian matters), Colaizzi approached him to inquire as to whether he and Aldred might purchase Radabaugh’s 50 percent interest in RAL. By contrast, Aldred and Colaizzi claim that Dahlhausen first contacted Colaizzi by telephone in Texas, informing him of Radabaugh’s desire to leave RAL and gauging his interest in buying Radabaugh’s ownership interest. Interested but undercapitalized, Colaizzi recruited Aldred to join in the purchase.

{¶ 5} Negotiations ensued. Here as well, the parties present differing versions. Dahlhausen claims that over the next several months, Colaizzi, on his behalf and Aldred’s behalf, contacted Dahlhausen in Ohio almost daily by telephone and e-mails; the majority of these contacts dealt with the purchase of Radabaugh’s interest in RAL. In August 2001, while negotiations were ongoing, Aldred visited RAL and its laboratory and viewed a PowerPoint presentation. Dahlhausen claims that he prepared the PowerPoint presentation at Colaizzi’s request to promote RAL and its lab and to pique Aldred’s interest in RAL.

{¶ 6} By contrast, Aldred claims that he merely accepted Dahlhausen’s open invitation to visit RAL while transporting his son to college at Denison University. The visit was simply to satisfy his personal curiosity about the lab’s operations, included Radabaugh in attendance, and dealt solely with matters related to the lab facilities and pathology. No discussions regarding the lab’s finances or any other aspects of a sale or purchase took place during the visit. In fact, Aldred claims that prior to September 2001, he had never talked to Dahlhausen about Radabaugh’s interest in RAL.

{¶ 7} The record indicates that Radabaugh was never told that Aldred and Colaizzi were interested in buying his ownership interest in RAL. Dahlhausen claims that Aldred and Colaizzi did not want Radabaugh to know about their desire to buy his interest. Aldred and Colaizzi claim that Dahlhausen had specifically told them not to contact Radabaugh about purchasing his interest. As a result, Aldred and Colaizzi remained in the background while Dahlhausen [541]*541conducted all negotiations with Radabaugh. Simultaneously, Dahlhausen conducted negotiations with Aldred and Colaizzi regarding the terms of the purchase of Radabaugh’s interest.

{¶ 8} In September 2001, Dahlhausen flew to Dallas, where he met Colaizzi, Aldred, and Aldred’s wife for dinner. Dahlhausen claims that he went to Dallas at Colaizzi’s request to explain to Aldred and his wife the nature of the business. During the meeting, the parties discussed the potential purchase of Radabaugh’s interest by Aldred and Colaizzi and relocating the RAL lab to Texas. According to Aldred and Colaizzi, the meeting involved a general discussion about Dahlhausen’s negotiations with Radabaugh and the fact that Aldred and Colaizzi would pay whatever price Radabaugh would receive for his ownership interest in RAL.

{¶ 9} The parties did not reach an agreement during the Dallas meeting. Negotiations continued, with daily communications between Dahlhausen and Colaizzi. According to Dahlhausen, the three men eventually reached the following oral agreement in October 2001: the parties agreed to value RAL at $250,000; Radabaugh would be paid $125,000 for his 50 percent interest in RAL; Dahlhausen would receive $41,667 to buy down his interest in RAL from 50 percent to 33% percent; as a result, Dahlhausen, Colaizzi, and Aldred would each own one third; the lab would be relocated to Dallas; and Dahlhausen would continue receiving his $52,000 annual salary in exchange for interpreting test results in Clermont County, Ohio. Dahlhausen claimed that the oral agreement was reached between the three men in their individual capacities.

{¶ 10} Aldred and Colaizzi claim that Dahlhausen entered into an agreement with Radabaugh to purchase his 50 percent interest in RAL and then transferred all RAL assets to a new Texas corporation, Avian, in exchange for a one-third ownership interest in Avian. Avian was formed in Texas on December 5, 2001. Dahlhausen was made a director, officer, and shareholder of Avian. A checking account was opened in Avian’s name in Texas and was originally funded by Aldred’s wife with $175,000.

{¶ 11} In December 2001, Dahlhausen entered into a stock purchase agreement with Radabaugh to purchase Radabaugh’s ownership interest in RAL and a related veterinary practice for $125,000. Between December 2001 and February 2002, Radabaugh received three checks totaling $125,000 signed by Dahlhausen and issued from Avian’s Texas bank account. Dahlhausen claims that the checks were sent to him by Aldred and Colaizzi, who instructed him as to the amount and when to pay them. He also claims that the stock-purchase agreement was not reflective of his oral agreement with Aldred and Colaizzi.

{¶ 12} According to Aldred and Colaizzi, Avian began operating from its Texas base in March 2002. RAL was dissolved in December 2002. Dissolution documents list Dahlhausen as the sole owner of RAL. In 2002 and part of 2003, [542]*542Dahlhausen received hundreds of test results from Avian, which he interpreted in Clermont County, Ohio before sending them back to Texas. He resigned in early May 2003. He never received the $41,667 and received only $7,000 for his services in 2002-2003.

{¶ 13} In July 2008, Dahlhausen filed an amended complaint against the three defendants alleging several contract and tort claims.

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Cite This Page — Counsel Stack

Bluebook (online)
932 N.E.2d 949, 187 Ohio App. 3d 536, Counsel Stack Legal Research, https://law.counselstack.com/opinion/dahlhausen-v-aldred-ohioctapp-2010.