Grimm v. Professional Dental Alliance, L.L.C.

2025 Ohio 2185
CourtOhio Court of Appeals
DecidedJune 23, 2025
Docket2024-P-0039
StatusPublished

This text of 2025 Ohio 2185 (Grimm v. Professional Dental Alliance, L.L.C.) 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
Grimm v. Professional Dental Alliance, L.L.C., 2025 Ohio 2185 (Ohio Ct. App. 2025).

Opinion

[Cite as Grimm v. Professional Dental Alliance, L.L.C., 2025-Ohio-2185.]

IN THE COURT OF APPEALS OF OHIO ELEVENTH APPELLATE DISTRICT PORTAGE COUNTY

SUSAN GRIMM, D.D.S., M.S., CASE NO. 2024-P-0039

Plaintiff-Appellant, Civil Appeal from the - vs - Court of Common Pleas

PROFESSIONAL DENTAL ALLIANCE, LLC, Trial Court No. 2023 CV 00356

Defendant-Appellee.

OPINION AND JUDGMENT ENTRY Decided: June 23, 2025 Judgment: Affirmed as modified; remanded

Paul V. Wolf, 700 West St. Clair Avenue, Suite 400, Cleveland, OH 44113 (For Plaintiff- Appellant).

Evelyn P. Schonberg and Alyssa M. Knappins, Ross, Brittain & Schonberg, Co., LPA, 6480 Rockside Woods Boulevard, South, Suite 350, Cleveland, OH 44131 (For Defendant-Appellee).

EUGENE A. LUCCI, J.

{¶1} Appellant, Susan Grimm, D.D.S., M.S., appeals the judgments (1) adopting

a magistrate’s decision, staying the proceedings, and compelling arbitration, and (2)

overruling Grimm’s objections to the magistrate’s decision. We affirm the judgments as

modified herein and remand this matter for further proceedings not inconsistent with this

opinion. {¶2} In 2023, Grimm filed a complaint alleging that appellee, Professional Dental

Alliance, LLC (“Professional Dental”), unlawfully discriminated against her based on age,

in violation of R.C. 4112.02. Thereafter, Professional Dental moved to compel arbitration

and stay proceedings pursuant to the terms of the parties’ professional services

agreement, which provided, in relevant part:

24. ARBITRATION: All controversies, claims and disputes arising from or relating to this Agreement, including claims under Title VII, will be resolved by final and binding arbitration to be held in the county of dispute, conducted under the employment rules of the American Arbitration Association. The arbitrator’s award will be final and binding upon the Parties and judgment may be entered on the award. Nothing in this Section 24 will prohibit or prevent either Party from seeking or obtaining injunctive or other equitable relief in court to enforce the restrictive covenants of this Agreement or any other agreement between the Parties. The Parties and the arbitrator will maintain in confidence the existence of the arbitration proceeding, all materials filed in conjunction therewith and the substance of the underlying dispute unless and then only to the extent that disclosure is otherwise required by applicable law. The arbitrator shall have the authority to award attorney’s fees and costs to a prevailing party.

{¶3} In response to Professional Dental’s motion, Grimm argued that the last

sentence of the arbitration clause—the “loser-pays provision”—was unconscionable and

violated public policy, rendering the arbitration clause unenforceable.

{¶4} The trial court granted Professional Dental’s motion, and Grimm appealed.

Grimm v. Professional Dental All., LLC, 2024-Ohio-637 (11th Dist.). This court issued an

opinion reversing the trial court’s judgment and remanding the matter to the court “to

determine whether the ‘loser pays’ clause is unconscionable and/or contrary to public

policy and thus unenforceable, with factual findings supporting its determinations.” Id. at

¶ 25. PAGE 2 OF 16

Case No. 2024-P-0039 {¶5} On remand, the trial court held a hearing before a magistrate, who issued a

decision on May 22, 2024, finding that Grimm failed to meet her burden of proving that

the loser-pays provision was “unconscionable and against public policy.”

{¶6} On May 30, 2024, during the period permitted for objections, the trial court

adopted the magistrate’s decision, stayed the proceedings, and ordered the parties to

engage in arbitration. Although Grimm timely filed objections to the magistrate’s decision,

she also noticed an appeal from the trial court’s May 30, 2024 entry.

{¶7} Accordingly, pursuant to App.R. 4(B)(2), this court issued a limited remand

to the trial court for the purpose of ruling on Grimm’s objections. The trial court overruled

Grimm’s objections and adhered to its prior judgment. Thereafter, Grimm noticed an

amended appeal.

{¶8} In her sole assigned error, Grimm argues:

{¶9} “The trial court erred to the prejudice of [Grimm] in granting [Professional

Dental]’s Motion to Stay Proceedings and Compel Arbitration.”

{¶10} Pursuant to R.C. 2711.02(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.

{¶11} “Both the Ohio General Assembly and Ohio courts have expressed a strong

public policy favoring arbitration.” (Citations omitted.) Hayes v. Oakridge Home, 2009-

Ohio-2054, ¶ 15. “In light of the strong presumption favoring arbitration, all doubts should

PAGE 3 OF 16

Case No. 2024-P-0039 be resolved in its favor.” (Citation omitted.) Id. at ¶ 15. “[A]n arbitration agreement is

enforceable unless grounds exist at law or in equity for revoking the agreement.” Id. at ¶

19, citing R.C. 2711.01(A).

{¶12} Here, the trial court adopted the magistrate’s decision finding the arbitration

clause enforceable. “The decision to adopt a magistrate’s decision is typically reviewed

under an abuse of discretion standard.” (Citations omitted.) Banks v. Shark Auto Sales

LLC, 2022-Ohio-3489, ¶ 7 (11th Dist.). Likewise, “[a] trial court’s decision whether to grant

a stay pending arbitration proceedings pursuant to R.C. 2711.02 is generally reviewed

under an abuse of discretion standard.” Grimm, 2024-Ohio-637, at ¶ 12 (11th Dist.), citing

Robie v. Maxill, Inc., 2021-Ohio-2644, ¶ 30 (11th Dist.). “However, when questions of law,

such as the interpretation of a contract, are presented, the court of appeals will review the

lower court’s judgment de novo.” Banks at ¶ 7. Accordingly, we review a trial court’s

interpretation of a parties’ agreement and whether the agreement violates public policy

de novo. Although we also review whether an arbitration agreement is enforceable due

to a claim of unconscionability de novo, we generally defer to the trial court’s related

factual findings on this issue. Grimm at ¶ 12, citing Taylor Bldg. Corp. of Am. v. Benfield,

2008-Ohio-938, ¶ 2.

{¶13} To demonstrate that an arbitration agreement is unconscionable, the party

asserting such a claim must establish a “quantum” of both substantive and procedural

unconscionability. Hayes at ¶ 30, citing Taylor Bldg at ¶ 34.

{¶14} “‘An assessment of whether a contract is substantively unconscionable

involves consideration of the terms of the agreement and whether they are commercially

reasonable.’” Grimm at ¶ 21, quoting Hayes, 2009-Ohio-2054, at ¶ 33. “‘Factors courts

PAGE 4 OF 16

Case No. 2024-P-0039 have considered in evaluating whether a contract is substantively unconscionable include

the fairness of the terms, the charge for the service rendered, the standard in the industry,

and the ability to accurately predict the extent of future liability.’” Grimm at ¶ 21, quoting

Hayes at ¶ 33. “‘No bright-line set of factors for determining substantive unconscionability

has been adopted by [the Supreme Court of Ohio].

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Grimm v. Professional Dental Alliance, L.L.C.
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Bluebook (online)
2025 Ohio 2185, Counsel Stack Legal Research, https://law.counselstack.com/opinion/grimm-v-professional-dental-alliance-llc-ohioctapp-2025.