Rice v. Stuckey

2025 Ohio 2242
CourtOhio Court of Appeals
DecidedJune 26, 2025
Docket24AP-582
StatusPublished

This text of 2025 Ohio 2242 (Rice v. Stuckey) 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
Rice v. Stuckey, 2025 Ohio 2242 (Ohio Ct. App. 2025).

Opinion

[Cite as Rice v. Stuckey, 2025-Ohio-2242.]

IN THE COURT OF APPEALS OF OHIO

TENTH APPELLATE DISTRICT

Frederick Rice, :

Plaintiff-Appellee, : No. 24AP-582 v. : (C.P.C. No. 24CV-5164)

Kent D. Stuckey et al., : (ACCELERATED CALENDAR)

Defendant-Appellants. :

D E C I S I O N

Rendered on June 26, 2025

On brief: Arnold & Clifford, LLP, Damion M. Clifford, and Damien C. Kitte, for appellee. Argued: Damien C. Kitte.

On brief: Kent D. Stuckey, pro se. Argued: Kent D. Stuckey.

APPEAL from the Franklin County Court of Common Pleas

BEATTY BLUNT, J. {¶ 1} Defendant-appellant, Kent D. Stuckey, appeals from the August 21, 2024 decision and judgment entry of the Franklin County Court of Common Pleas denying his motion to dismiss and stay pending arbitration. For the following reasons, we affirm the judgment of the trial court. I. Facts and Procedural History {¶ 2} According to plaintiff-appellee Frederick Rice’s amended complaint filed on August 6, 2024, the following facts are alleged. Prior to March 2020, appellee and a former business partner were each a 50 percent owner of two entities: Spectrum Bethesda LLC (“SB”) and Spectrum Phoenix LLC (“SP”) (collectively, the “Companies”). The Companies are in the utility submetering business, which is a relatively new industry that allows multi- family property owners to allocate their properties’ master meter utility bills to their No. 24AP-582 2

tenants, who in turn get billed by the submetering company for their own metered usage on behalf of the property owner. {¶ 3} In March 2020, appellee’s previous business partner froze appellee out of the Companies. Appellee engaged appellant, a “longtime friend and former legal colleague” of appellee, to represent appellee in his dispute with his prior business partner. (Aug. 6, 2024 Am. Compl. at ¶ 6.) According to the amended complaint, during the course of the engagement, appellant became privy to confidential and proprietary information regarding the Companies, informing appellant of the significant income distributions generated by the Companies. The amended complaint alleges that appellant then set about to obtain the 50 percent ownership interest of appellee’s previous business partner for himself. {¶ 4} In July 2020, appellee’s former business partner offered to sell his interest in the Companies to appellee. According to the amended complaint, appellant strongly advised appellee to buy out his partner and then repeatedly urged appellee to let appellant join appellee as a 50 percent member of the Companies. Appellee alleges appellant convinced him that if he were allowed to purchase the 50 percent membership interest in the Companies, appellant would engage in rigorous business development and be responsible for significant growth of the Companies. Appellee further alleges appellant never advised appellee of the conflict of interest in having himself, as appellee’s attorney representing him in the matter, also entering into a business transaction with appellee, his client. Appellee alleges he never gave written consent to waive such conflict, nor did appellant advise him that he should seek the advice of independent legal counsel in the matter. {¶ 5} Ultimately, appellee’s dispute with his former business partner was arbitrated by the American Arbitration Association (“AAA”), and the AAA ordered that appellee’s former business partner sell his interest in the Companies to appellee, with the transaction to close by January 31, 2021. Prior to that deadline, on January 29, 2021, appellant effectuated the buyout of appellee’s former business partner directly. According to the amended complaint, rather than engaging in rigorous business development and creating significant growth of the Companies as appellant assured appellee he would do, appellant did nothing. Instead, appellant simply took distributions from the Companies while appellee was working approximately 70 hours per week. In August 2022, appellant No. 24AP-582 3

informed appellee that he planned to retire at the end of the month, which appellant then did. {¶ 6} In September 2023, appellant initiated an arbitration with the AAA seeking administrative rights to the Companies’ checking accounts. Although appellee contested appellant’s right to arbitrate any dispute with the Companies on the basis that appellant had obtained his membership interest in the Companies through fraud, appellee nonetheless agreed to mediate their disputes. {¶ 7} On December 28, 2023, appellant and appellee participated in a mediation that resulted in a global settlement (the “Settlement”) of all matters. After the mediation was concluded, appellant emailed the mediator requesting the “deal points” (“Deal Points”) from the Settlement. The mediator responded to appellant with an email articulating the Deal Points, which stated as follows:

Settled for $1.3 million. Assignment to be executed by January 2 [2024] to be held in escrow by Stratton until full payment is made. Stuckey to relinquish all partnership rights and activities and access to accounts and Rice becomes full managing partner on January 2 [2024]. Stuckey to transfer domain names and service marks and remove mail tracker. Settlement documents to be executed by January 5 [2024]. Rice to pursue full funding of $1.3 million by mid March, with final deadline of May 1. Will pay earlier if funding is complete. Stuckey to assist in any documentation for loans necessary. On January 2 [2024], upon Stratton receiving assignment document, Rice to pay $20,000. To continue paying $20,000 on the second of each month until fully funded. If not fully funded by May 1 [2024], interest will start at 7% until paid in full. If not fully paid by July 1 [2024], Stuckey may accelerate balance and consider contract of settlement in breach. No prior claims or defenses may be raised. Full settlement agreement to be executed by January 5 [2024]. Full mutual releases and anti-disparagement protections. Both, please let me know if I am missing anything but I think I have all the notes included.

(Bracketed text in original.) (July 2, 2024 Compl. at ¶ 83; Aug. 6, 2024 Am. Compl. at ¶ 81, Ex. A.) The mediator’s email was addressed to both appellant and counsel for appellee. No. 24AP-582 4

Appellant responded to the email, stating simply “[t]hank you,” without any objections to any of the Deal Points as set forth in the mediator’s email. (Id. at ¶ 84; Am. Compl. at ¶ 82, Ex. B.) {¶ 8} According to the amended complaint, contrary to the Deal Point stating “[appellant] to relinquish all partnership rights and activities and access to accounts and [appellee] becomes full managing partner on January 2,” appellant subsequently insisted that he remains a member of the Companies and would only relinquish his membership interest upon full payment of the $1.3 million settlement. (Am. Compl. at ¶ 83.) {¶ 9} Beginning in January 2024, appellee sent a settlement agreement to appellant that conformed to the Deal Points, but appellant refused to sign it. Because of appellant’s refusal to sign the settlement agreement, on January 8, 2024, appellee suggested the parties have another session with the mediator. Appellant responded, “There is nothing further to mediate at this point. We both believe the matter has been settled.” (Emphasis deleted.) (Id. at ¶ 93.) Shortly thereafter, appellant sent another email stating, “The mediation has ended. . . . [T]he parties agree that the mediation resulted in a binding and enforceable settlement agreement. . . . Your client needs to perform or be in breach.” (Id. at ¶ 94.) A few days later, appellant sent another email stating, “I may enforce the settlement agreement without a written agreement.” (Id.

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Cite This Page — Counsel Stack

Bluebook (online)
2025 Ohio 2242, Counsel Stack Legal Research, https://law.counselstack.com/opinion/rice-v-stuckey-ohioctapp-2025.