[Cite as Hendriks v. GNA Canadian Holding Co., 2026-Ohio-1580.]
IN THE COURT OF APPEALS OF OHIO SECOND APPELLATE DISTRICT MONTGOMERY COUNTY
DANIEL HENDRIKS : : C.A. No. 30469 Appellee/Cross-Appellant : : Trial Court Case No. 2022-CV-02897 v. : : (Civil Appeal from Common Pleas GNA CANADIAN HOLDING : Court) COMPANY, ET AL. : : FINAL JUDGMENT ENTRY & Appellant/Cross-Appellee : OPINION
...........
Pursuant to the opinion of this court rendered on May 1, 2026, the judgment of the
trial court is affirmed.
Costs to be paid as stated in App.R. 24.
Pursuant to Ohio App.R. 30(A), the clerk of the court of appeals shall immediately
serve notice of this judgment upon all parties and make a note in the docket of the service.
Additionally, pursuant to App.R. 27, the clerk of the court of appeals shall send a certified
copy of this judgment, which constitutes a mandate, to the clerk of the trial court and note
the service on the appellate docket.
For the court,
MICHAEL L. TUCKER, JUDGE
EPLEY, J., and HANSEMAN, J., concur. OPINION MONTGOMERY C.A. No. 30469
TERRY W. POSEY, JR., Attorney for Appellant/Cross-Appellee BARTON R. KEYES and ABIGAIL F. CHIN, Attorneys for Appellee/Cross-Appellant
TUCKER, J.
{¶ 1} GNA Canadian Holding Company (“GNA”) appeals from the trial court’s
judgment entry awarding Daniel Hendriks $1,717,787.50 plus interest, following a jury trial
on his breach of contract claim involving an employment agreement.
{¶ 2} GNA contends the trial court erred by failing to enter summary judgment in its
favor and by declining to admit newly discovered evidence at trial. GNA also challenges the
legal sufficiency and manifest weight of the evidence to sustain the jury’s verdict. Finally,
GNA claims the trial court erred in awarding pre-judgment interest. On cross-appeal,
Hendriks challenges the trial court’s calculation of prejudgment interest, arguing that the
award is too low.
{¶ 3} We see no basis for reversing the trial court’s summary judgment ruling and no
error in its failure to admit GNA’s new evidence. The jury’s verdict also is supported by legally
sufficient evidence and is not against the weight of the evidence. Finally, the record supports
both the trial court’s decision to award prejudgment interest and the amount of the award.
Accordingly, we affirm the trial court’s judgment.
I. Background
{¶ 4} In 2004, Hendriks began working as a sales manager for the company now
known as GNA. His written employment agreement included provisions governing his receipt
of company stock and disposition of the stock upon termination of employment. Following a
voluntary resignation, he could require GNA to repurchase his shares at 150 percent of net
2 book value. Upon termination by GNA for cause, he could require the repurchase of his
shares at 100 percent of net book value. Finally, upon termination by GNA without cause,
he could require the repurchase of his shares at 150 percent of net book value. The
employment agreement defined “for cause” to mean:
(a) the Employee’s material breach of this Agreement, provided that such
Employee shall have been given written notice by the Employer of such
alleged breach and shall have failed to cure such breach within 30 days after
the date of such notice;
(b) The Employee’s failure to adhere to any written Employer policy if the
Employee has been given a reasonable opportunity to comply with such policy
or cure his failure to comply within 30 days after written notice . . . .
{¶ 5} Over time, GNA became dissatisfied with Hendriks’ job performance. For
present purposes, the details and merits of the company’s concerns need not be discussed
at length. Based on Hendriks’ performance, GNA president Scott Beathard emailed him an
attached letter on November 1, 2018. The letter advised Hendriks that his poor performance
over several years constituted a material breach of his employment agreement. The letter
detailed alleged deficiencies and placed him on paid administrative leave for 30 days. It
directed him to submit a plan within that period to cure his deficiencies to enable the
company to decide whether his employment would continue after the 30-day period or
whether he would be terminated for cause at that time.
{¶ 6} Hendriks received the emailed letter on November 1, 2018, and responded by
email three days later. In his November 4, 2018 response, he stated that he had contacted
Beathard on October 29, 2018 “for the purpose of arranging a face-to-face meeting to tender
my resignation.” Hendriks accused Beathard of professing unavailability, anticipating
3 Hendriks’ intent to resign, and sending the November 1, 2018 notice to avoid the company’s
contractual obligations (presumably related to repurchasing shares at 150 percent of net
book value upon a resignation). Hendriks closed his response by stating that he intended to
continue performing his day-to-day work obligations.
{¶ 7} Hendriks followed up on November 21, 2018, by advising Beathard that the
November 1, 2018 notice and the company’s actions constituted a “constructive dismissal”
that was “not for cause,” and he demanded the repurchase of his stock. Hendriks sent
another email the following day, claiming that Beathard’s “action of Nov. 1 has made it
impossible for me to continue” working. Beathard responded on November 28, 2018,
seeking clarification of Hendriks’ intentions. Beathard noted that the company had placed
Hendriks on paid leave and questioned whether he was “resigning before November 30th.”
{¶ 8} Hendriks replied by email on November 29, 2018, stating, “I am surprised by
your email. I would have thought that my emails on November 21st would have made it clear
that my employment has been brought to an end as of that date.” He asserted either that he
had been constructively discharged or that his November 21, 2018 correspondence
constituted a resignation. He claimed that “either way” his employment had “been brought
to an end as of November 21st.” Beathard then emailed Hendriks later that day, stating in
part, “Dan, if you are resigning, then we need to arrange return of our assets—inventory,
computer, phone, etc.” Finally, Beathard emailed Hendriks on December 2, 2018, advising
that the company considered him terminated for cause effective November 30, 2018. The
email read in part as follows:
Since we finally received your new personal contact information from you and
your clarification that you do not intend to return to work through these issues
and have not proposed a corrective plan, we consider you to be terminated for
4 cause, effective November 30, 2018—the end of your paid administrative
leave period. We are hereby calling your stock at book value per the contract
and will be in contact with you within the appropriate timeframe.
{¶ 9} The parties subsequently disputed whether Hendriks had resigned or had been
terminated. In May 2019, GNA sued Hendriks in federal district court, alleging breach of the
employment agreement and seeking a declaration that he had been terminated for cause.
Hendriks counterclaimed for breach of the employment agreement and sought a declaration
that he had resigned or had been terminated without cause. On summary judgment, the
federal district court concluded that Hendriks had been terminated for cause on November
30, 2018, meaning that he was entitled to only book value for his company stock. Hendriks
appealed to the federal Sixth Circuit Court of Appeals. Among other things, he raised a
jurisdictional argument based on the parties’ lack of diversity of citizenship. On June 28,
2022, the Sixth Circuit found jurisdiction lacking, vacated the district court’s judgment, and
remanded for dismissal.
{¶ 10} On June 29, 2022, Hendriks filed the above-captioned action, raising the same
claims that had been presented in federal court. GNA responded with a counterclaim for
declaratory judgment. The case proceeded to a jury trial in April 2025. Based on the
evidence presented, the jury found that Hendriks voluntarily resigned from GNA and that his
employment terminated on November 30, 2018. The result was a verdict finding him entitled
to 150 percent of the book value of his company stock. Following the jury’s verdict, the trial
court found GNA obligated to pay Hendriks $5,153,362.50 for his shares. After crediting a
prior payment of $3,435,575.00 made in connection with the federal court litigation, the trial
court entered judgment against GNA for the remaining balance of $1,717,787.50 plus post-
judgment interest. It later awarded Hendriks prejudgment interest of $1,102,431.31. On
5 August 15, 2025, the trial court entered an amended final judgment, merging this interest
award into the underlying judgment. The result was a final judgment in favor of Hendriks for
$2,820,218.81.
{¶ 11} GNA timely appealed, advancing five assignments of error. Hendriks filed a
cross-appeal, raising one assignment of error challenging the amount of prejudgment
interest.
II. GNA’s Appeal
{¶ 12} GNA’s first assignment of error states:
The Trial Court erred in not granting summary judgment to GNA
Canadian.
{¶ 13} GNA contends the trial court should have entered summary judgment in its
favor on Hendriks’ complaint. Specifically, GNA argues that it was entitled to summary
judgment because (1) it adequately notified Hendriks of his alleged default and opportunity
to cure under the employment agreement; (2) Hendriks materially breached the employment
agreement, failed to cure the breach, and was terminated for cause as a matter of law; and
(3) the employment agreement reasonably cannot be read as allowing him to resign after
receiving a “notice of termination.”
{¶ 14} We find GNA’s assignment of error to be unpersuasive. “[A]ny error by a trial
court in denying a motion for summary judgment is rendered moot or harmless if a
subsequent trial on the same issues raised in the motion demonstrates that there were
genuine issues of material fact supporting a judgment in favor of the party against whom the
motion was made.” Continental Ins. Co. v. Whittington, 71 Ohio St.3d 150, 156 (1994). This
is true even if “it might have appeared before trial that no genuine issue of material fact
6 existed.” Id. at 159. A party may be able to challenge the denial of summary judgment,
however, if “the denial was predicated upon a pure question of law.” Id. at 158.
{¶ 15} Here GNA first asserts that Beathard’s November 1, 2018 emailed letter to
Hendriks alleging performance-based deficiencies constituted legally effective notice of a
breach under the employment agreement. As GNA recognizes, however, it prevailed on that
issue in a pretrial summary judgment motion, and Hendriks does not challenge the
effectiveness of the emailed notice on appeal. Therefore, we need not address the issue.
{¶ 16} GNA next contends the trial court erred in failing to grant it summary judgment
on the issue of its termination of Hendriks for cause based on deficient job performance.
GNA asserts that “undisputed facts” established Hendriks’ material breach of his
employment duties over a period of years. The company also argues that Hendriks failed to
cure his default as a matter of law. Finally, GNA claims the “undisputed record” establishes
that it fired him for cause effective November 30, 2018, after he failed to cure the deficiencies
cited in Beathard’s November 1, 2018 letter. In connection with this argument, GNA claims
that permitting Hendriks to resign after receiving a “notice of termination” would render the
termination-for-cause provisions of the employment agreement surplusage and would
produce an absurd result.
{¶ 17} Upon review, we conclude that the trial record reveals genuine issues of
material fact regarding how the parties’ employment relationship ended. Even if we assume,
purely arguendo, that GNA’s claims of deficient job performance were established as a
matter of law, the jury nevertheless found that Hedricks voluntarily resigned rather than
being fired. The trial court entered final judgment on that verdict. As we explain more fully
below in our resolution of GNA’s third and fourth assignments of error, the jury’s finding that
Hendriks voluntarily resigned is supported by legally sufficient evidence and is not against
7 the weight of the evidence presented at trial. That being so, any alleged error in the trial
court’s failure to enter summary judgment for GNA on the termination-versus-resignation
issue is not grounds for disturbing the jury’s verdict or the trial court’s final judgment.
{¶ 18} We also are unpersuaded by GNA’s argument that allowing Hendriks to resign
after receiving a “notice of termination” would render the employment agreement’s
termination language surplusage and produce an absurd result. GNA reasons that if
Hendriks could resign after it initiated for-cause termination, then the agreement’s
termination provisions would serve no purpose. According to GNA, “every employee could
nullify a termination simply by submitting a resignation after the fact, thereby converting a
termination into a voluntary separation and altering the financial consequences.” GNA
asserts that allowing the resignation provisions to override the termination provisions would
fail to give effect and meaning to every term. GNA also argues that allowing Hendriks to
resign would produce an absurd result because “the moment GNA Canadian exercised its
contractual right to terminate, he could instantly defeat that action by ‘resigning,’ thereby
converting an employer-initiated termination into an employee-initiated separation.”
{¶ 19} When interpreting a contract, “[w]e seek primarily to give effect to the intent of
the parties, and we presume that the intent of the parties is reflected in the plain language
of the contract.” Beverage Holdings, L.L.C. v. 5701 Lombardo, L.L.C., 2019-Ohio-4716,
¶ 13, citing Westfield Ins. Co. v. Galatis, 2003-Ohio-5849, ¶ 11. Here the pertinent language
in the parties’ employment agreement is clear and unambiguous. The agreement addressed
termination for cause, termination not for cause, and voluntary resignation. Either
termination not for cause or voluntary resignation entitled Hendriks to 150 percent of the net
book value of his stock, whereas termination for cause entitled him to only 100 percent of
the net book value.
8 {¶ 20} As noted above, the employment agreement defined “for cause” to mean “the
Employee’s material breach of this Agreement, provided that such Employee shall have
been given written notice by the Employer of such alleged breach and shall have failed to
cure such breach within 30 days after the date of such notice.” Under this provision, GNA
was incapable of terminating Hendriks for cause unless he first received notice of a material
breach and failed to cure the breach within 30 days. On the other hand, the employment
agreement allowed Hendriks voluntarily to resign immediately upon giving GNA notice.
{¶ 21} Despite its characterization in GNA’s appellate brief, the November 1, 2018
letter that Beathard emailed to Hendriks was not a “notice of termination.” It was a notice of
default, advising Hendriks that the company considered him to be in material breach of the
employment agreement, placing him on paid administrative leave, and granting him 30 days
to propose a plan to cure past performance deficiencies. Neither Beathard’s email nor the
letter purported to terminate Hendriks’ employment. In the email, Beathard expressed hope
that Hendriks would “come up with meaningful solutions” during the 30-day leave period. In
his letter, Beathard explicitly left unresolved whether Hendriks’ employment would continue
beyond the 30-day period or whether he would be terminated for cause “at that time.”
{¶ 22} Having carefully reviewed the terms of the employment agreement, we see
nothing preventing Hendriks from responding to Beathard’s notice of material breach by
resigning. Contrary to GNA’s argument, a resignation by Hendriks during the 30-day
administrative leave period would not “nullify a termination” or constitute “a resignation after
the fact, thereby converting a termination into a voluntary separation.” During the 30-day
window, there could be no termination to nullify. Again, under the terms of the parties’
agreement, GNA could not fire Hendriks for cause until after the 30-day period, and
9 Beathard’s November 1, 2018 correspondence did not purport to terminate him. Hendriks
unequivocally remained employed by GNA during the administrative leave period.
{¶ 23} We also reject GNA’s assertion that allowing Hendriks to resign after receiving
the notice of material breach would render the employment agreement’s termination
provisions surplusage and produce an absurd result. GNA reasons that if Hendriks had a
right to resign after receiving the notice, then “[t]he only circumstance in which the
termination provisions would have any meaning is if Hendriks did absolutely nothing in
response to the termination notice, a result the parties could not have reasonably intended.”
{¶ 24} The first problem with GNA’s argument is that it characterizes a notice of
material breach as a notice of termination. By doing so, the company implicitly presumes
that the only reason to give an employee such a notice would be to fire the employee after
30 days. But GNA also reasonably might give notice to an employee with an expectation
or hope that the employee would cure the deficient performance and continue working.
Indeed, Beathard personally expressed hope that Hendriks would resolve his performance
issues during the 30-day cure period.
{¶ 25} GNA’s argument also presumes that all employees would elect to resign rather
than attempt to cure deficient performance. But some employees reasonably might place a
higher value on trying to keep their job than on resigning and redeeming company stock
(assuming that they owned any) at a higher value. We are unconvinced that having a right
to resign after being informed of a material breach invariably would cause all employees in
that situation to resign. Contrary to GNA’s argument, the for-cause termination provisions of
the employment agreement would retain meaning if an employee elected not to resign,
unsuccessfully sought to cure a performance deficiency, and subsequently was fired by
GNA. In short, termination for cause remains a plausible outcome after an employee
10 receives notice of a material breach, even if the employee has the option to resign. Although
Hendriks personally chose to resign in this case, that single outcome does not render the
employment agreement’s termination provisions meaningless or demonstrate absurdity.
{¶ 26} In its reply brief, GNA repeats its refrain that allowing Hendriks to resign would
negate the company’s “termination” of him. It inaccurately frames the issue as “whether an
employee can nullify an employer’s exercise of its termination rights by resigning after
receiving notice of termination.” But this oft-repeated assertion about an employee
improperly resigning after termination is a red herring. As we have explained, GNA did not
fire Hendriks before he resigned. Beathard’s November 1, 2018 correspondence to him was
a prerequisite to potential future termination for cause. But the letter was not a termination
notice, and Beathard had no legal right to fire Hendriks for cause until 30 days after
November 1, 2018. The issue in this case more accurately might be framed as whether an
employee can resign after being warned that his performance is unsatisfactory and given an
opportunity to correct his deficiencies. Surely countless employees nationwide have quit
under similar circumstances, and nothing prevented Hendriks from doing so.
{¶ 27} GNA also complains that any time it seeks to terminate an employee for cause,
the employee can thwart its plan by resigning. To the extent that GNA is pointing out its
obvious inability to fire an employee who already has quit, we do not disagree. Perhaps
unfortunately for GNA, it entered into an employment agreement that unambiguously
allowed Hendriks to resign at any time while obligating the company to give him notice before
firing him for cause. After receiving such notice and weighing his options, Hendriks elected
to quit rather than try to save his job. If GNA wished to avoid that outcome, it could have
drafted and required an employment agreement disallowing voluntary resignation with a
pending notice of material breach. But the parties’ agreement lacks such a restriction, and
11 we cannot effectively rewrite its terms where, as here, the controlling language is clear.
Accordingly, GNA’s first assignment of error is overruled.
{¶ 28} The second assignment of error states:
The Trial Court abused its discretion in refusing to admit the newly
discovered evidence.
{¶ 29} GNA contends the trial court erroneously excluded evidence about the
purpose of a requested in-person meeting between Hendriks and Beathard. In particular,
the company challenges the trial court’s refusal to admit evidence of October 2018 email
correspondence from Hendriks to Beathard requesting a face-to-face meeting to discuss
business matters unrelated to his continued employment or resignation.
{¶ 30} GNA claims the email exchange was critical to impeach Hendriks’ trial
testimony that he wanted to meet Beathard for the purpose of resigning. GNA characterizes
this testimony by Hendriks as “the only affirmative evidence of Hendriks’ purported attempt
to provide notice of resignation.” Although GNA produced the emails after the first day of
trial and following Hendriks’ testimony, the company claims the trial court abused its
discretion in excluding them. Despite the late disclosure, GNA contends there was no unfair
surprise or prejudice to Hendriks because the subject matter was familiar to him and the
emails were his own communications. GNA also argues that the trial court had less drastic
options than excluding the messages. The company suggests that exclusion was prejudicial
and that the trial court instead could have “issued an appropriate weight admonishment.”
{¶ 31} Upon review, we find GNA’s assignment of error to be without merit. We will
not reverse a trial court’s evidentiary ruling absent an abuse of discretion that materially
prejudiced the complaining party. Horenstein, Nicholson & Blumenthal, L.P.A. v. Hilgeman,
2021-Ohio-3049, ¶ 86 (2d Dist.). In excluding the proffered exhibits, the trial court declined
12 to find that GNA had committed a “purposeful discovery violation” or “blindsided anyone
purposefully.” It nevertheless noted the lengthy nature of the litigation and observed that the
parties were “years outside the deadline for discovery to have been turned over.” The trial
court also observed that “Beathard was able to find this [evidence] after one day of trial in
the evening,” suggesting that “it should have been something that would have been
discovered.”
{¶ 32} We believe the trial court acted within its discretion in excluding the email
correspondence. The messages at issue came from Hendriks’ GNA corporate email,
meaning that he lacked access to them after his employment ended. The emails had been
created in late 2018, six and a half years before trial. Discovery had ended years earlier, yet
Beathard personally located the emails in the evening after the first day of trial following
Hendriks’ testimony.
{¶ 33} We also see no real prejudice to GNA from the trial court’s evidentiary ruling.
The disputed emails involved Hendriks’ request for an in-person meeting with Beathard to
discuss a distribution agreement with a company client. At trial, Hendriks testified that by
late October 2018 he had decided to leave GNA. He stated that he called Beathard and
sought a meeting at which he intended to resign in person, but Beathard claimed
unavailability. According to Hendriks, he then received the November 1, 2018 notice
declaring him in breach of the employment agreement and placing him on administrative
leave. Hendriks responded in writing on November 4, 2018, claiming that he had contacted
Beathard on October 29, 2018 “for the purpose of arranging a face-to-face meeting to tender
my resignation.” Hendriks accused Beathard of purposefully being unavailable and then
sending a notice of breach to preempt his resignation. Hendriks acknowledged on cross-
examination, however, that he had never told Beathard beforehand that the meeting request
13 was for the purpose of resigning. But Hendriks did maintain that resignation was the “only
reason” he desired a meeting.
{¶ 34} Although Hendriks purportedly planned to resign in person before receiving
the default notice, we find it noteworthy that no meeting with Beathard occurred prior to
November 1, 2018. Moreover, considering that Hendriks did not tell Beathard beforehand
that his intended purpose for the meeting was to resign, we fail to see how GNA was
particularly prejudiced by being unable to impeach Hendriks with evidence indicating an
additional or perhaps alternative motive for the unfulfilled meeting request. GNA effectively
recognizes this fact elsewhere in its brief. When addressing the manifest weight of the
evidence, the company acknowledges that “it is immaterial” whether Hendriks requested a
meeting to resign or to discuss a client’s contract. We agree. GNA correctly observes in its
appellate brief that “there is a critical distinction between intending to provide notice of
resignation at a future meeting and actually providing notice of resignation at said meeting.”
Whatever Hendriks intended when he requested the meeting, GNA properly notes that “he
did not provide notice of his resignation” at that time.
{¶ 35} In essence, the record establishes only that Hendriks professed to have an
unarticulated desire to resign prior to receiving a notice placing him on administrative leave.
Given that the employment agreement allowed him to resign even after receiving the notice
from Beathard, whether he privately intended to resign prior to that date had little relevance
at trial. Indeed, as we explain in our resolution of GNA’s third and fourth assignments of
error, the record contains ample evidence in the form of other emails and letters post-dating
November 1, 2018, that support a finding that Hendriks voluntarily resigned from GNA after
receiving Beathard’s notice. Contrary to the suggestion in GNA’s appellate brief, Hendriks’
testimony about the purpose of his request to meet Beathard before November 1, 2018, was
14 far from “the sole affirmative evidence supporting his claim of attempted resignation.” GNA’s
second assignment of error is overruled.
{¶ 36} The third and fourth assignments of error state:
The jury verdict was legally insufficient.
The jury verdict was against the manifest weight of the evidence.
{¶ 37} GNA challenges the legal sufficiency and manifest weight of the evidence to
support the jury’s verdict that Hendriks voluntarily resigned. The company contends the
record lacks evidence that Hendriks provided it with a notice of resignation before receiving
the notice of breach from Beathard or even during the subsequent 30-day cure period. GNA
asserts that Hendriks merely had contemplated or planned to resign prior to receiving the
notice from Beathard. GNA maintains that after Hendriks received the notice, he variously
announced his intention to continue performing his duties, indicated that he was “trying” to
resign, discussed a “cure” plan with Beathard, declared himself the victim of a constructive
discharge, and remained on paid administrative leave throughout the cure period. GNA
asserts that Beathard contacted Hendriks about Hendriks’ intentions near the end of the
cure period, and Hendriks still did not say he was resigning. GNA argues that Hendriks’
position remained either that he had been constructively discharged or that he could not
comply with the cure requirements. The company contends the record is devoid of evidence
that Hendriks ever provided a notice of resignation during the cure period.
{¶ 38} Alternatively, even if the record contains legally sufficient evidence that
Hendriks resigned, GNA claims such a finding is against the manifest weight of the evidence.
The company again notes that Hendriks did not provide a notice of resignation before
receiving Beathard’s default notice. Rather, Hendriks’ own testimony showed that he merely
contemplated resigning and unsuccessfully tried to schedule a meeting with Beathard to
15 announce his resignation. As evidence that Hendriks had not resigned, GNA reiterates his
subsequent claims about constructive resignation and being unable to access company
resources. GNA argues that Hendriks continued to claim constructive discharge near the
end of the cure period.
{¶ 39} We begin our analysis of GNA’s arguments by noting the parties’
disagreement about whether the company’s failure to move for a directed verdict at trial
waived its ability to raise a legal-sufficiency challenge on appeal. But we need not dwell on
this issue. Even assuming, arguendo, that waiver does not apply, the record contains legally
sufficient evidence to support a finding that Hendriks resigned from GNA. The jury’s finding
on that issue also is not against the manifest weight of the evidence.
{¶ 40} “Under the sufficiency standard, appellate courts review the evidence
presented in the light most favorable to the appellee. . . .” L.M.W. v. B.A., 2022-Ohio-2416,
¶ 18 (8th Dist.). Legally sufficient evidence exists where there is some evidence to support
each element of a claim. Eastley v. Volkman, 2012-Ohio-2179, ¶ 19. “Weight of the evidence
concerns ‘the inclination of the greater amount of credible evidence, offered in a trial, to
support one side of the issue rather than the other.’” (Emphasis in original.) Id. at ¶ 12,
quoting State v. Thompkins, 78 Ohio St.3d 380, 387 (1997). “In determining whether a
verdict is against the manifest weight of the evidence, an appellate court reviews the entire
record, weighs the evidence and all reasonable inferences, considers the credibility of
witnesses, and determines whether, in resolving conflicts in the evidence, the fact-finder
clearly lost its way and created such a manifest miscarriage of justice that the judgment must
be reversed and a new trial ordered.” Meyer v. Lucas, 2024-Ohio-3035, ¶ 22 (2d Dist.), citing
Eastley at ¶ 20.
16 {¶ 41} As we explained above, Beathard’s November 1, 2018 default notice neither
terminated Hendriks nor prevented him from resigning. During the 30-day cure period,
Hendriks sent Beathard a November 21, 2018 email with a letter attached. Hendriks claimed
that he had been constructively discharged without cause. Beathard responded on
November 28, 2018, seeking to “clarify” Hendriks’ intentions regarding continued
employment. Beathard stated, “Still need to clarify your intentions, we have you on paid
leave, but are you resigning before November 30?” Hendriks answered in an email the
following day. He told Beathard that his attorney believed he had been constructively
discharged. If that was incorrect, Hendriks stated that his “actions on November 21 would
amount to a resignation in law.” He added that “[e]ither way, my employment has been
brought to an end as of November 21.” Beathard responded the same day, advising
Hendriks to return company property and provide contact information if he was “resigning.”
At trial, Beathard admitted that Hendriks then had promptly provided his contact information
and arranged for the return of company property.
{¶ 42} Beathard also agreed at trial that by November 22, 2018, Hendriks had “made
it clear he wasn’t coming back.” Beathard acknowledged prior deposition testimony in which
he agreed that as of November 22, 2018, he “understood” Hendriks was resigning. Notably,
Beathard further agreed at trial that by November 29, 2018, he had “no doubt” that Hendriks’
employment “had ended.” Once again, November 29, 2018, was when Hendriks told
Beathard that if he had not been constructively discharged, then Hendriks’ own actions
constituted “a resignation in law.”
{¶ 43} Beathard’s reasonable understanding from Hendriks’ communications that the
employment relationship “had ended” no later than November 29, 2018, is legally significant.
As of that date, there were only two ways for Hendriks’ employment to end: (1) termination
17 by GNA without cause or (2) resignation by Hendriks. Until the 30-day cure period expired,
the company was unable to terminate him for cause. Notably, Hendriks was entitled to 150
percent of the net book value of his stock regardless of whether he was terminated without
cause or voluntarily resigned. In any event, based on the evidence discussed above, the
jury reasonably determined that Hendriks had resigned during the 30-day cure period. The
jury’s verdict on that issue is supported by legally sufficient evidence and is not against the
manifest weight of the evidence. We see some evidence supporting the finding of
resignation, and the jury did not clearly lose its way and create a manifest miscarriage of
justice when weighing the evidence.
{¶ 44} Finally, we note that Beathard contacted Hendriks on December 2, 2018, and
declared him terminated for cause effective November 30, 2018, which was only 29 days
after Beathard’s November 1, 2018 notice of breach. This means the 30-day cure period
had not yet expired. The employment agreement precluded “cause” for termination from
arising until expiration of this period. Consequently, even GNA’s claimed termination
appears not to have met the requirements of a for-cause termination. Although Hendriks
mentions this issue in his appellate brief, we need not resolve it definitively given our
determination that the jury’s finding of resignation is supported by legally sufficient evidence
and is not against the manifest weight of the evidence. GNA’s third and fourth assignments
of error are overruled.
{¶ 45} The fifth assignment of error states:
The Trial Court erred in awarding prejudgment interest.
{¶ 46} GNA contends the trial court erred in awarding Hendriks prejudgment interest
for five reasons: (1) the employment agreement did not provide for prejudgment interest
under the circumstances, (2) no interest accrued while the purchase price of Hendriks’
18 shares remained disputed, (3) a 2022 partial lump-sum payment for Hendriks’ shares
eliminated any basis for prejudgment interest, (4) the trial court’s award of prejudgment
interest contradicted its prior ruling denying the same, and (5) public policy supports denying
prejudgment interest.
{¶ 47} Upon review, we find the foregoing arguments to be unpersuasive. The jury
found that Hendriks voluntarily resigned from GNA effective November 30, 2018. Based on
the jury’s verdict, the trial court determined that the company’s purchase price for his shares
was $5,153,362.50. The employment agreement obligated GNA to pay him 20 percent of
this amount within six months of redemption with the remaining balance to be evidenced by
a promissory note to be paid in five annual instalments with interest. The trial court found
that GNA exercised its option to redeem Hendriks’ shares on December 18, 2018. Therefore,
the trial court reasoned that 20 percent of the purchase price ($1,030,672.50) “became due
and owing to Hendriks on or before June 18, 2019.”
{¶ 48} As for the remaining 80 percent ($4,122,690.00), under the employment
agreement it should have been evidenced by a promissory note with a five-year payout
period. Although GNA never executed a promissory note, the trial court found that the
company’s initial annual payment on the required note “would have been due and owing to
Hendriks on or before June 18, 2020” and would have paid him principal of $824,538.00.
The trial court observed, however, that GNA never made any payment to Hendriks until
February 28, 2022, in connection with the company’s lawsuit against him in federal court.
On that date, GNA made a lump-sum payment of $3,435,575.00.
{¶ 49} The trial court pointed out that the promissory note required by the employment
agreement was to contain an acceleration clause, making the entire unpaid balance due if
GNA’s defaulted on its annual installment payments. Therefore, the trial court reasoned that
19 when GNA failed to make its initial installment payment on or before June 18, 2020, the
entire balance of $4,122,690.00 was accelerated “and became due and owing to Hendriks
as of June 19, 2020.”
{¶ 50} Based on the foregoing analysis, the Court found Hendriks statutorily entitled
to prejudgment interest under R.C. 1343.03(A) as follows:
The Court finds that 20% of the total $5,153,362.50 purchase price, or
$1,030,672.50, became due and owing to Hendriks as of June 19, 2019. As
such, the Court finds that Hendriks is entitled to prejudgment interest on this
$1,030,672.50 amount at a rate of 7.25% from June 19, 2019, through
February 28, 2022, when GNA made its payment of $3,435,575.00 to Hendriks
which partially satisfied the final judgment. Accordingly, the Court hereby
awards prejudgment interest to Hendriks on this $1,030,672.50 amount for this
time period in the amount of $201,651.78. ($1,030,672.50 x (.0725/365) x 985
days).
The Court further finds that the remaining 80% of the total
$5,153,362.50 purchase price, or $4,122,690.00, became due and owing to
Hendriks as of June 19, 2020. As such, the Court finds that Hendriks is entitled
to prejudgment interest on this $4,122,690.00 amount at a rate of 7.25% from
June 19, 2020, through February 28, 2022, when GNA made its payment of
$3,435,575.00 to Hendriks which partially satisfied the final judgment.
Accordingly, the Court hereby awards prejudgment interest to Hendriks on this
$4,122,690.00 amount for this time period in the amount of $507,712.10.
($4,122,690.00 x (.0725/365) x 620 days).
20 The Court further finds that, after GNA partially satisfied the
$5,153,362.50 final judgment with its payment to Hendriks of $3,435,575.00
made on February 28, 2022, the unsatisfied portion of the final judgment in the
amount of $1,717,787.50 remained due and owing to Hendriks as of March 1,
2022. As such, the Court finds that Hendriks is entitled to prejudgment interest
on this outstanding $1,717,787.50 amount at a rate of 7.25% from March 1,
2022, through April 25, 2025, when the Court entered final judgment in favor
of Hendriks. Accordingly, the Court hereby awards prejudgment interest to
Hendriks on this $1,717,787.50 amount for this time period in the amount of
$393,067.43. ($1,717,787.50 x (.0725/365) x 1,152 days).
(Emphasis deleted.) August 8, 2025 Order and Entry, p. 8-9.
{¶ 51} On appeal, GNA first contends the employment agreement did not provide for
prejudgment interest in this case. Although R.C. 1343.03(A) generally mandates
prejudgment interest to the prevailing party on a breach of contract claim, GNA notes that
the employment agreement obligated it to pay 20 percent of the purchase price of Hendriks’
shares within six months of redemption with the remaining 80 percent to be evidenced by a
promissory note. GNA reasons that “[i]nterest could therefore only accrue on a promissory
note for the balance of the purchase price.” Because it never issued a promissory note, the
company argues that it never incurred an obligation to pay any prejudgment interest.
{¶ 52} As a matter of law and logic, we find GNA’s argument to be unpersuasive. The
jury’s verdict did not create GNA’s contractual obligation to pay Hendriks $5,153,362.50
based on its redemption of his stock following his voluntary resignation. The verdict merely
recognized that GNA had owed him the money all along. Mundy v. Roy, 2006-Ohio-993,
¶ 32 (2d Dist.). As set forth above, the employment agreement obligated GNA to pay
21 Hendriks 20 percent of the purchase price within six months, which it did not do, and to
execute a five-year promissory note for the balance, which it also did not do. GNA cannot
now avoid an obligation to pay interest on the unpaid amount owed based on its failure to
make the initial payment and subsequent failure to execute the promissory note that it was
legally obligated to execute.
{¶ 53} GNA next insists, however, that “no promissory note could be issued” while
the purchase price of Hendriks’ stock was in dispute. Because the parties disagreed about
the redemption value from November 2018 (when Hendriks voluntarily resigned) through
April 2025 (when the trial court entered judgment on the jury’s verdict), GNA reasons that it
was unable to issue a promissory note and, therefore, that no prejudgment interest accrued.
{¶ 54} We find this argument to be unpersuasive for at least two reasons. First, GNA
disputed the purchase price of Hendriks’ stock at its own peril. He maintained that he was
entitled to 150 percent of the net book value because he voluntarily resigned. GNA insisted
that he was entitled to 100 percent because it terminated him for cause. Based on the jury’s
verdict, it turned out that Hendriks’ position had been correct all along. Therefore, GNA could
and should have executed a promissory note based on the valuation found by the trial court.
Once again, the jury’s verdict did not create this obligation. The verdict simply recognized
its existence from the outset. Second, GNA, at a minimum, could have paid Hendriks 20
percent within six months and executed a five-year promissory note with interest based on
the company’s claimed valuation. Instead, it paid him nothing until making a partial lump-
sum payment in February 28, 2022, years after his resignation, in connection with GNA’s
federal lawsuit.
{¶ 55} GNA also argues that its partial lump-sum payment of $3,435,575.00 during
the federal court litigation represented the purchase price of Hendriks’ stock based on a for-
22 cause termination. Following that payment, the company contends no balance remained
unpaid, meaning that no prejudgment interest accrued. In the present case, however, the
jury found that Hendriks had resigned, meaning that the GNA’s partial lump-sum payment
neither fully satisfied its obligation nor precluded an award of prejudgment interest. We note
too that the trial court took the partial lump-sum payment into account when calculating the
prejudgment interest to which Hendriks was entitled.
{¶ 56} GNA next asserts that the trial court’s prejudgment interest award “directly
contradicts” the trial court’s earlier finding that no interest accrued while this litigation was
pending. For its part, the trial court seemingly found no conflict, reasoning that the “issue of
whether Hendriks was statutorily entitled to prejudgment interest on a final judgment in his
favor by law pursuant to R.C. 1343.03(A) has not been previously addressed by this Court.”
See August 8, 2025 Order and Entry, p. 5. Regardless, the prior ruling referenced by GNA
was an interlocutory partial summary judgment decision, which the trial court was free to
revise. Airtron, Inc. v. Tobias, 2021-Ohio-2213, ¶ 32 (2d Dist.) (“When an order is
interlocutory, it remains subject to modification by the court unless it is certified suitable for
appeal, or the action is terminated as to all claims and parties.”).
{¶ 57} Finally, GNA raises a public policy argument. The company asserts that
awarding prejudgment interest unfairly penalizes it for Hendriks’ objectionable litigation
tactics. GNA faults him for “disputing the purchase price for years,” “forcing multiple rounds
of litigation,” and then “belatedly assert[ing] the federal court lacked jurisdiction.” Under
these circumstances, GNA contends awarding prejudgment interest violates public policy by
rewarding Hendriks “for strategically delaying resolution while simultaneously accruing
interest that the Employment Agreement never authorized.”
23 {¶ 58} Regarding the purchase price for Hendriks’ stock, the jury agreed with his
position. GNA turned out to be the party that erroneously disputed the price for years. We
also do not fault Hendriks for “multiple rounds of litigation.” After wrongly rejecting his claim
of voluntary resignation, GNA erred again by commencing the first round of litigation in
federal district court where jurisdiction did not exist. When the case reached the Sixth Circuit
Court of Appeals, Hendriks recognized the lack of diversity of citizenship and obtained
dismissal of GNA’s lawsuit against him. He cannot be faulted, however, for time and
resources spent litigating a case that GNA itself misfiled in federal court. The second round
of litigation then commenced when Hendriks sued GNA in the above-captioned case to
obtain what the jury and the trial court ultimately awarded him. GNA could have avoided this
second round of litigating by properly compensating him in accordance with the employment
agreement. On the record before use, we see no persuasive public policy rationale for
denying Hendriks prejudgment interest. GNA’s fifth assignment of error is overruled.
III. Hendriks’ Cross-Appeal
{¶ 59} Hendriks’ assignment of error on cross-appeal states:
The Trial Court erred in its prejudgment interest calculation.
{¶ 60} Hendriks acknowledges that the trial court properly awarded him prejudgment
interest on the first 20 percent of the total purchase price of his stock beginning on June 19,
2019, which was six months after his voluntary resignation. Under the employment
agreement, on that date, compensation for the first 20 percent became due and payable to
him. He claims the trial court erred, however, in finding no prejudgment interest due and
payable on the remaining 80 percent until one year later on June 19, 2020, when GNA was
contractually obligated to make the first of five annual payments under a promissory note
that it never executed.
24 {¶ 61} Hendriks reasons that the initial 20 percent payment and the required
promissory note covering the remaining 80 percent were “part of one overall obligation.” He
argues that GNA “breached that obligation from day one and refused it for several more
years.” As a result, he asserts that the trial court should have found the entire $5,153,362.50
purchase price “due and owing from June 19, 2019 (the date after GNA breached its
obligation to pay 20% down and issue a promissory note).”
{¶ 62} We typically review a trial court’s determination of when a debt became due
and payable for an abuse of discretion. MRC Innovations, Inc. v. Lion Apparel, Inc., 2020-
Ohio-694, ¶ 40 (2d Dist.). Here Hendriks urges us to review the issue de novo, claiming that
it involves contract interpretation. But we see no error in the trial court’s calculation under
either standard of review. Prejudgment interest begins when a debt becomes due and
payable unless provided otherwise in a contract. MRC Innovations at ¶ 39, citing Wakeman
Eagles Aerie No. 4354, Inc. v. Seitz, 2014-Ohio-1007, ¶ 2 (6th Dist.) The trial court correctly
found the first 20 percent of the stock purchase price due and payable six months after
Hendriks resigned. Under the employment agreement, one year later, GNA should have
executed a promissory note and made the first of five annual payments on the remaining 80
percent. Notwithstanding Hendriks’ argument, we believe the trial court correctly found that
none of the remaining 80 percent of the purchase price was due and payable until then. His
characterization of the required 20 percent payment and the later 80 percent payment over
five years as components of a single “obligation” fails to persuade us that the entire purchase
price was due and payable six months after he resigned. Accordingly, we overrule his
assignment of error.
IV. Conclusion
{¶ 63} The judgment of the Montgomery County Common Pleas Court is affirmed.
25 .............
EPLEY, J., and HANSEMAN, J., concur.