GSL Invests. I., L.L.C. v. Bella Nails & Spa, L.L.C.

Ohio Court of Appeals

GSL Invests. I., L.L.C. v. Bella Nails & Spa, L.L.C.

Ohio Court of Appeals·Decided July 27, 2026·No. CA2025-09-108·Published

Opinion

[Cite as GSL Invests. I., L.L.C. v. Bella Nails & Spa, L.L.C., 2026-Ohio-2858.]

IN THE COURT OF APPEALS

TWELFTH APPELLATE DISTRICT OF OHIO

BUTLER COUNTY

GSL INVESTMENTS I, LLC, : CASE NO. CA2025-09-108 Appellee, : OPINION AND vs. : JUDGMENT ENTRY 7/27/2026 BELLA NAILS & SPA, LLC, et al., :

Appellants. :

:

CIVIL APPEAL FROM BUTLER COUNTY COURT OF COMMON PLEAS Case No. CV 2024 02 0451

Dressman Benzinger LaVelle, and Thomas P. Doyle, for appellee.

Dung Quoc Nguyen, pro se.

____________ OPINION

HENDRICKSON, J.

{¶ 1} Pro se appellant, Dung Quoc Nguyen, appeals from a decision of the Butler

County Court of Common Pleas granting summary judgment to appellee, GSL

Investments I, LLC, on the breach of contract and indemnification claims it brought Butler CA2025-09-108

against Nguyen and Bella Nails & Spa, LLC (collectively, "defendants"). For the reasons

set forth below, we affirm the decision of the trial court.

I. FACTS & PROCEDURAL HISTORY

A. The Parties & Original Lease Agreement

{¶ 2} GSL Investments owns a multi-unit retail shopping center on Princeton

Glendale Road in West Chester, Butler County, Ohio, known as the West Chester Village

Retail Center ("Shopping Center"). On November 1, 2019, GSL Investments entered into

an agreement to lease to the defendants one of the units in the Shopping Center, a 3,126-

square foot unit with the address of 8179 Princeton Glendale Road, Suite E ("the leased

premises"). The commercial lease agreement ("Lease Agreement") identified "Bella Nails

Spa, Dung Quoc Nguyen (Kevin)" as the "Tenant" and GSL Investments as the

"Landlord." The lease was signed by Nguyen as "Owner." Nguyen also signed a Guaranty

of Lease ("Guaranty") on November 1, 2019, wherein Nguyen was identified as a

"Guarantor" who would, on demand, "perform the covenants and obligations of the

Lease," including payment of all sums due to GSL Investments, upon the Tenant's default

under the terms of the Lease Agreement.

{¶ 3} The Lease Agreement was for a 120-month term and was set to expire on

October 31, 2030. The Lease Agreement provided that the Tenant would pay monthly

base rent, operating expense rent for the care and maintenance of common areas, late

fees and interest on rent not timely paid, and attorney fees upon default. Base rent was

to be paid according to the following schedule:

-2- Butler CA2025-09-108

Period Annual Base Rent Monthly Base (Lease Year) Rent Months after 1-6 0.00 0.00 Commencement Date Months 7 – 60 $39,856.50 $3,321.37 Year's 1-5 Months 61-83 $41,419.50 $3,451.62 Months 84-96 $42,982.50 $3,581.87 Months 97-109 $44,545.50 $3,712.12 Months 110-120 $46,108.50 $3,842.37

Operating expense rent for common area maintenance (CAM) was set at $1,432.75 for

the first 60 months, with the "CAM Expense to be adjusted after the initial 60 months (5

years)." Pursuant to Section 21.2 of the Lease Agreement, a tenant defaulted and

breached the Lease Agreement where the "Tenant fails to pay any monthly Base Rent or

Operating Expense Rent, if applicable, as and when the same becomes due and payable,

and such failure continues for more than five (5) days."

{¶ 4} Section 22 of the Lease Agreement set forth the landlord's remedies upon

default. This provision provided, in relevant part, as follows.

22. REMEDIES OF LANDLORD UPON DEFAULT 22.1 Termination. Upon the occurrence of an Event of Default under this Lease by Tenant, Landlord may, at its option, terminate the Lease and repossess the Premises pursuant to the laws of the State in which the Shopping Center is located and recover from Tenant as damages:

(a) the unpaid Rent and other amounts due at the time of termination plus interest thereon at the maximum lawful rate per annum from the due date until paid;

(b) the present value of the balance of the Rent for the remainder of the Term after termination less the present value of the fair market value rental of the Premises for said period (both determined by applying a discount rate of the Wall Street Journal Prime Rate); and

-3- Butler CA2025-09-108

(c) any other amount necessary to compensate Landlord for all detriment proximately caused by Tenant's failure to perform its obligations under the Lease or which in the ordinary course of things would be likely to result therefrom, without limitation, the cost of recovering the Premises.

{¶ 5} Pursuant to Section 26 of the Lease Agreement, attorney fees were

recoverable by the parties as follows:

26. ATTORNEYS' FEES: In the event Tenant defaults in the performance of any of the terms, covenants, agreements or conditions contained in this Lease and Landlord places the enforcement of this Lease or the collection of any Rent due or to become due hereunder or recovery of the possession of the Premises in the hands of an attorney, Tenant agrees to pay Landlord reasonable attorneys' fees and costs. If there is any legal action or proceeding between Landlord and Tenant to enforce any provision of this Lease or to protect or establish any right or remedy of either Landlord or Tenant hereunder, the unsuccessful party to such action or proceeding will pay to the prevailing party all costs and expenses, including reasonable attorneys' fees at all tribunal levels (including allocated costs of Landlord's in-house attorney), incurred by such prevailing party in such action or proceeding and in any appearance in connection therewith, and if such prevailing party recovers a judgment in any such action, proceeding or appeal, such costs, expenses and attorneys' fees will be determined by the court handling the proceeding and will be included in and as part of such judgment.

B. First Amendment to the Lease

{¶ 6} On February 17, 2021, the Lease Agreement was amended by the parties

("First Amendment to the Lease") to modify the minimum annual rent for the leased

premises.1 The First Amendment to the Lease provided the following regarding annual

rent of the premises:

1. The First Amendment to Lease identified the tenant as "Bella Nails Spa, Dung Quoc Nguyen (Kevin), LLC, an Ohio limited liability company." Nguyen signed on behalf of the tenant "Bella Nails Spa, Dung Quoc Nguyen, an Ohio limited liability company" as the "owner." -4- Butler CA2025-09-108

1. Minimum Annual Rental. Beginning on March 1, 2021, the Minimum Annual Rental for the Premises shall be the following amounts for the following periods of time (plus the cost of utilities per the Lease):

Period $/SF Monthly 3/01/2021 – 12/31/2021 $14.50 $3,777.25 1/01/2022 – 12/31/2024 $15.00 $3,907.50 1/01/2025 – 12/31/2028 $16.00 $4,168.00 1/01/2029 – 10/31/2030 $17.00 $4,428.50

The First Amendment to the Lease provided that "Tenant shall continue to pay Tenant's

Pro Rata Share of Common Area Operating Costs, Insurance, and Taxes, pursuant to the

Lease."

C. Second Amendment to the Lease

{¶ 7} On December 15, 2022, the parties entered into another amendment to the

Lease Agreement, the "Second Amendment to the Lease."2 This amendment abated, or

froze, base rent and CAM for six months, and provided, in relevant part, as follows:

1. Minimum Annual Rental. Beginning on January 1, 2023, Rent and CAM will be abated (frozen) for 6 months from January 2023 thru June 2023 resuming July 1, 2023, the Minimum Annual Rental for the Premises shall be the following amounts for the following periods of time (plus the cost of utilities per the Lease):

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