Riesterer v. Porter

2022 Ohio 1698
CourtOhio Court of Appeals
DecidedMay 20, 2022
DocketE-21-005
StatusPublished
Cited by1 cases

This text of 2022 Ohio 1698 (Riesterer v. Porter) 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
Riesterer v. Porter, 2022 Ohio 1698 (Ohio Ct. App. 2022).

Opinion

[Cite as Riesterer v. Porter, 2022-Ohio-1698.]

IN THE COURT OF APPEALS OF OHIO SIXTH APPELLATE DISTRICT ERIE COUNTY

Roberta Jean Riesterer Court of Appeals No. E-21-005

Appellee Trial Court No. 2018-CV-0257

v.

Michael E. Porter, et al. DECISION AND JUDGMENT

Appellants Decided: May 20, 2022

*****

Linda R. Van Tine and Mark A. Stuckey, for appellee.

William H. Smith, Jr., for appellants.

***** MAYLE, J.

{¶ 1} Appellants, Michael Porter and MPORT Home Improvement, LLC

(“MPORT”), appeal the February 17, 2021 decision of the Erie County Court of

Common Pleas granting summary judgment in favor of appellee, Roberta Riesterer, and warding her $27,755 in damages for Porter and MPORT’s breach of contract.1 For the

following reasons, we reverse.

I. Background and Facts

{¶ 2} In October 2016, Porter and Riesterer signed a document regarding

extensive remodeling work for a condominium that Riesterer owns. The document is

divided into four sections. The first section includes the title “Proposal” followed by the

name “MPORT Home Improvement LLC” and the company’s contact information. The

rest of this section contains Riesterer’s name, some information about her property, and

the date. The second section of the document begins, “We hereby submit specifications

and estimates for[,]” followed by a handwritten list of remodeling tasks for the

condominium. The third section starts, “We propose hereby to furnish material and labor

* * * for the sum of:” followed by a blank line on which “$18,400 1/2 Down @ signing

— progress pymt — BAL @ completion [sic]” is written. At the bottom of the third

section is “Respectfully / submitted” followed by a blank line on which Porter signed

only his name; he did not include the words “by” or “for,” his position with MPORT, his

business title, or any other professional designation. The final section of the document

includes the heading “Acceptance of Proposal” and was signed by Riesterer. There are

1 Porter and MPORT are not challenging that portion of the trial court’s summary- judgment decision finding that MPORT is liable for breach of contract, and we are not addressing that portion of the decision on appeal.

2. also handwritten notations at the bottom of the page showing that Riesterer paid a total of

$12,000 toward the agreed-upon price.

{¶ 3} MPORT did not complete the remodeling work on Riesterer’s

condominium. In May 2018, Riesterer filed a complaint against “Michael E. Porter,

Individually and, doing business as MPORT Home Improvement LLC,” alleging breach

of contract due to the incomplete renovations.2

{¶ 4} During discovery, Riesterer’s attorney sent requests for admission to Porter

and MPORT’s attorney, but Porter and MPORT did not respond. Consequently, the

requests for admission were deemed admitted. As relevant here, the requests for

admission included the facts that (1) Porter and MPORT’s failure to complete the

performance required of them under the proposal was a breach of contract, (2) Porter,

individually, performed most of the work at Riesterer’s condominium, and (3) regarding

15 specific portions of the remodel, Porter and MPORT failed to perform, performed in

an unworkmanlike manner, or both.

{¶ 5} In February 2020, Riesterer filed a motion for summary judgment. The

entirety of her argument was that the requests for admission that were deemed admitted

proved that Porter, individually, and MPORT breached the contract and were liable to her

for damages. In support of her motion, she included an affidavit from Anthony Schaefer,

2 The complaint also included Porter’s wife as a defendant and alleged claims of fraudulent transfer of real estate and violation of the Home Solicitation Sales Act, but those claims are not ripe for decision and are not before us in this appeal.

3. who claimed that he had “been active in the construction and remodeling industry for

over 30 years.” Attached to Schaefer’s affidavit was an “Inspection Checklist”—

apparently created by Riesterer’s attorneys—that listed each complaint that Riesterer had

with MPORT’s work and asked Schaefer to rate his level of agreement with Riesterer’s

assessment of the work on a scale of 1 to 5, with 1 meaning “Strongly Disagree” and 5

meaning “Strongly Agree.” Schaefer was also able to comment on each item in the

checklist. Following his inspection, Schaefer also provided Riesterer with a “preliminary

proposal to fix what is wrong with the work * * *.” He estimated that repairs would cost

$27,755.

{¶ 6} In their response, Porter and MPORT conceded that MPORT breached the

contract with Riesterer, but argued that Riesterer failed to prove that she could pierce the

LLC veil to hold Porter personally liable on the contract. They also argued that the

amount of damages was disputed because Riesterer’s attorneys had prevented Porter and

MPORT’s expert from inspecting Riesterer’s condominium. Although they attached a

copy of the October 2016 proposal to their response, Porter and MPORT did not include

any other evidence or affidavits to support their arguments in opposition to Riesterer’s

motion.

{¶ 7} In her reply, Riesterer argued for the first time that Porter “did not properly

shield himself with the corporate veil” because he “did not otherwise designate himself

(next to his signature) as a representative of MPORT.” (Emphasis deleted.) She also

argued for the first time that an agency relationship was created between her and Porter

4. because it was “Michael, individually, who performed all the remodeling work.

Therefore, Michael is personally liable to Riesterer for damages.” (Emphasis deleted.)

And Riesterer pointed out that Porter failed to present any Civ.R. 56(C) evidence that

MPORT was, in fact, an LLC in good standing, so his arguments related to piercing the

LLC veil were inapplicable.

{¶ 8} In its February 17, 2021 judgment entry, the trial court granted Riesterer’s

motion for summary judgment. The court found that (1) Riesterer and MPORT entered

into a contract for home improvements at Riesterer’s property, (2) Porter “signed without

indicating he was signing on behalf of MPORT,” (3) “MPORT Home Improvement

LLC” conceded that “MPORT Home Improvement LLC” failed to complete the terms of

the contract, (4) Porter and MPORT failed to respond to Riesterer’s requests for

admission, which were deemed admitted, and (5) Porter and MPORT conceded that

“MPORT Home Improvement LLC” failed to perform under the contract.

{¶ 9} Based primarily on Porter and MPORT’s concessions, the trial court

determined that Riesterer was entitled to summary judgment against MPORT. The court

also held, without any further analysis or citation to case law that “Michael Porter signed

the October 5, 2019 [sic] proposal without any designation as a representative of

MPORT. Therefore, Michael Porter did not properly shield himself within the corporate

veil and entered a contract between [Riesterer] and Michael Porter, individually[,]” and

Riesterer was also entitled to summary judgment against Porter.

5. {¶ 10} Regarding Riesterer’s damages under the contract, the trial court found that

Riesterer provided an expert opinion that she sustained damages of $27,755, and,

although Porter and MPORT claimed that their attempts to have their expert inspect

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2022 Ohio 1698, Counsel Stack Legal Research, https://law.counselstack.com/opinion/riesterer-v-porter-ohioctapp-2022.