Oswald v. Oswald

Ohio Court of Appeals·Decided August 7, 2026·No. L-25-00099·Published

Opinion

IN THE COURT OF APPEALS OF OHIO SIXTH APPELLATE DISTRICT

LUCAS COUNTY

MICHAEL S. OSWALD ET AL., COURT OF APPEALS NO. {48}L-25-00099 APPELLEES TRIAL COURT NO. CI0202401897 V.

DAVID F. OSWALD INDIVIDUALLY, AND AS TRUSTEE OF THE AMENDED AND RESTATED DECISION AND JUDGMENT OSWALD TRUST AGREEMENT Decided: August 7, 2026

APPELLANT

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John P. Miller and Graycen M. Wood, for appellees.

Gregory H. Wagoner, Nicholas T. Stack, Evan J. Bunis, and Jordan B. Isrow, for appellant.

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DUHART, J.

{¶ 1} This is an appeal by appellant, David Oswald,1 Individually and as Trustee of the Amended and Restated Oswald Trust Agreement (“Amended Trust”), from the May 12, 2025 judgment of the Lucas County Court of Common Pleas. For the reasons that follow, we affirm the trial court’s judgment.

{¶ 2} David sets forth one assignment of error with two parts:

1 For ease of discussion, we will generally refer to the parties by their first names.

A. The Trial Court committed reversible error when it granted Plaintiffs Michael Oswald (“Michael”), Thomas Oswald (“Thomas”), and Susan Bartolett’s (“Susan”) (together “Appellees”) motion to remove David . . .

as Trustee of the . . . [Amended Trust] pursuant to R.C. 5807.06(C). . .

B. The Trial Court committed reversible error when it used R.C.

5807.06(C) to modify the Amended Trust and appoint a Successor Trustee.

...

Background

{¶ 3} This matter involves a family, a family business, other businesses, a family trust and its beneficiaries and the removal of a family member as trustee amid allegations of, inter alia, financial wrongdoing, self-dealing, lack of transparency and a conflict of interest.

{¶ 4} Roger and Joan Oswald, husband and wife, had four children: appellant, David, and appellees, Thomas, Michael and Susan. In 1962, Roger’s father purchased A.H. Jamra Co. (“Jamra”), and since then Jamra has been wholly owned by the Oswald family. Jamra is a wholesaler of tobacco, candy and grocery products, which serves and delivers products to shops, supermarkets and convenience stores in Ohio, Michigan and Indiana.

{¶ 5} In 1990, all members of the Oswald family entered into the Oswald Trust Agreement (“the Original Trust”). Roger was named the trustee. The purpose of the Original Trust was to provide for Jamra’s orderly operation by granting the trustee, and his successor, the power and authority to continue Jamra’s operation in the event of the death, incapacity, resignation or retirement of Roger. The members of the Oswald family were the owners of 16 shares of Jamra’s common stock, out of the 22 shares of outstanding common stock.

{¶ 6} According to David, between 1990 and 2003, Roger and Thomas served in the dual role as trustee of the Original Trust and president of Jamra. In 2003, David replaced Thomas as president of Jamra.

{¶ 7} In December 31, 2009, the Amended Trust was entered into by all members of the Oswald family. David was named the trustee. The purpose of the Amended Trust was to provide for Jamra’s orderly operation by granting the trustee, and his successor, “the power and authority to continue the operation of [Jamra] and to provide for transfers by gift of the beneficial interest flowing from the shares contributed by . . . [the family members].” The Oswald family members were the owners of 80 shares of Jamra’s common stock (previously 16 shares2 prior to a 5 to 1 split). Roger and Joan each owned 25 percent of the shares while each of their children owned 12.5 percent.

{¶ 8} Soon thereafter, according to David, Roger and Joan reallocated their Jamra shares to David, making him the majority (51.25%) owner of Jamra.

{¶ 9} At some point, David formed Zigm, LLC (“Zigm”) and other entities. Zigm, per David, was “a logistics company, to address liability concerns and union benefits issues to protect Jamra.” Zigm is an acronym for the names of David’s children.

2 It is unclear whether 16 or 22 shares of stock were previously outstanding. This discrepancy has no impact on our decision.

{¶ 10} On March 26, 2024, appellees filed a complaint against David, individually and in his capacity as trustee, alleging claims for breach of fiduciary duties, breach of trust, fraud, and conversion.

{¶ 11} On June 26, 2024, David fired Susan from her position as vice-president of Jamra.

{¶ 12} On July 11, 2024, David filed a derivative suit in Jamra’s name against appellees. In August 2024, the case was dismissed after it was consolidated with appellees’ case.

{¶ 13} On October 11, 2024, appellees filed a motion to remove David as the trustee and to appoint a fiduciary to oversee the Amended Trust and Jamra until the matter was ultimately resolved. Appellees alleged, inter alia, there was an inherent conflict of interest in David’s dual roles as Jamra president and trustee of the Amended Trust, there was a breakdown of communication between David and appellees, and David acted against Jamra and the beneficiaries’ best interests by placing Jamra’s assets into companies David owned with his sons and by using company funds for personal expenses.

{¶ 14} David filed an opposition with supporting affidavits. David argued, inter alia, that the removal of a trustee is a drastic remedy and the party seeking removal must establish a basis for removal by clear and convincing evidence.

{¶ 15} On April 21, 22, and 28, 2025, an evidentiary hearing was held. At the conclusion of the hearing, the trial court orally granted the motion to remove David as trustee and installed a successor trustee and special fiduciary. The court stated, in pertinent part:

...

First and foremost, you can be a good president and a bad trustee or the opposite. These are not -- in some ways they can be mutually exclusive roles in terms of running the company well but failing in your duties that Ohio law imposes upon a trustee. There’s a duty of loyalty owed to the beneficiaries of the trust. There’s a duty not to do self-dealing of the trust.

. . . [I]f you’re running a business in Ohio that is doing tens of millions of dollars in sales, there’s an obligation that you follow the law and accept the duties of being a trustee of the trust. There’s an inherent conflict between being the trustee of the trust in this situation and being president of Jamra . . . For every dollar that the president of Jamra pays himself, that is less retained earnings. Another way to say that is equity. If dividends slash disbursements were allowed, that’s 75 cents less per dollar of disbursements that could be made to the trustees, and there’s nothing here in the record that indicates that the plaintiffs have failed to prove that the hiding of the bonus in a wholly owned separate company did not violate the duties of being a trustee.

So, I find the plaintiffs have met their burden. . . I don’t think that the successor trustee needs to run the business because, as I said before, the president can be different than the trustee. So, really I think what a successor trustee appointed by me really would do would be to serve as the oversight to make sure that at least decisions between now and the trial don’t involve self-dealing and don’t involve -- don’t harm the beneficiaries of the trust.

I would also add that for purposes of the duties of a trustee, it doesn’t really matter if the beneficiaries, and I’m not saying that they are, but doesn’t really matter that they’re not good or not worthy or stole from the company or ran the company poorly or created a competing company.

Like the duties to the beneficiary still are imposed by Ohio law despite their conduct, and so I think there’s a lack of understanding on the part of David as to what his duties are to his siblings as trustee of this trust.

So, I will appoint Steven Skutch to serve as . . . interim trustee for the family trust.

...

{¶ 16} On May 12, 2025, the trial court issued an Interim Order Appointing Successor Trustee (“Interim Order”). David appealed.3 Interim Order

{¶ 17} The trial court’s Interim Order provides in relevant part:

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