Shaker Hts. ex rel. Friends of Horseshoe Lake, Inc. v. Shaker Hts.

2024 Ohio 3007

• Court: Ohio Court of Appeals
• Decided: August 8, 2024
• Docket: 113019 & 113020
• Status: Published

Opinion

[Cite as Shaker Hts. ex rel. Friends of Horseshoe Lake, Inc. v. Shaker Hts., 2024-Ohio-3007.]

COURT OF APPEALS OF OHIO

EIGHTH APPELLATE DISTRICT COUNTY OF CUYAHOGA

CITY OF SHAKER HTS. EX REL. : FRIENDS OF HORSESHOE LAKE, ET AL.,

Plaintiffs-Appellants, : Nos. 113019 and 113020 v. :

CITY OF SHAKER HEIGHTS, OHIO, : ET AL., : Defendants-Appellees.

JOURNAL ENTRY AND OPINION

JUDGMENT: AFFIRMED RELEASED AND JOURNALIZED: August 8, 2024

Civil Appeal from the Cuyahoga County Court of Common Pleas Case Nos. CV-23-980292 and CV-23-980295

Appearances:

Mansour Gavin LPA, Anthony J. Coyne, and Diane A. Calta, for appellants.

Roetzel & Andress, LPA, Stephen W. Funk, and Emily K. Anglewicz, for appellees City of Shaker Heights, City of Cleveland Heights, Shaker Heights City Council, and Cleveland Heights City Council.

William M. Ondrey Gruber, Director of Law for Shaker Heights, for appellees City of Shaker Heights and Shaker Heights City Council. William R. Hanna, Director of Law for Cleveland Heights, for appellees City of Cleveland Heights and Cleveland Heights City Council.

EMMANUELA D. GROVES, J.:

Plaintiffs-appellants, the Cities of Shaker Heights and Cleveland

Heights, ex rel. Friends of Horseshoe Lake, Inc., an Ohio nonprofit corporation;

three residents of Shaker Heights; and four residents of Cleveland Heights

(collectively “Taxpayers”) appeal the trial court’s dismissal of their complaints.

Upon review, we affirm the trial court’s decision.

I. Facts and Procedural History

This case centers around the deteriorating Horseshoe Lake and

Horseshoe Lake Dam, which are located on property owned by the City of Cleveland

and leased by the cities of Cleveland Heights and Shaker Heights (collectively

“Cities”). Taxpayers believe that Horseshoe Lake and Horseshoe Lake Dam are

historically and recreationally important. They advocate for the dam’s repair and

rehabilitation and seek to prevent it from being decommissioned and removed.

In their efforts to save Horseshoe Lake and Horseshoe Lake Dam,

Taxpayers filed two separate complaints against Cleveland Heights, Shaker Heights,

and their respective city councils on May 31, 2023. In the complaints, Taxpayers

alleged that Cleveland Heights’ and Shaker Heights’ long-term leases with Cleveland

(“Leases”) obligated the Cities to operate and maintain the historic area where

Horseshoe Lake Dam is located, including the upkeep and repair of the dam and the

dredging of the lake. Taxpayers claimed that Horseshoe Lake Dam fell into disrepair because the Cities failed to properly repair and maintain it. Taxpayers also claimed

that the Cities were required to implement remedial measures documented in 2014

and 2023 reports by the Ohio Department of Natural Resources (“ODNR”).

Taxpayers further alleged that in 2018 the Cities entered into an agreement with the

Northeast Ohio Regional Sewer District (“NEORSD”) whereby NEORSD agreed to

undertake the rehabilitation of Horseshoe Lake Dam (“Rehabilitation Project

Agreement”). However, NEORSD subsequently recommended the dam be removed

despite the Rehabilitation Project Agreement still being in effect. Finally, Taxpayers

claimed that allowing NEORSD to remove Horseshoe Lake and Horseshoe Lake

Dam was contrary to the “vision” set forth in the 2005 Master Plan for Shaker Lakes

Park (“Master Plan”), which emphasizes the importance of water in the “Horseshoe

Lake experience.” Taxpayers asserted that the Master Plan is “one of the most

important guide documents that influences [Shaker Heights] policy to protect the

quality of life of the community and ensure orderly future development.”

Taxpayers further indicated that they made written requests to the

Cities’ law directors in April 2023, demanding that they cease any further removal

of Horseshoe Lake and Horseshoe Lake Dam and take immediate action to enforce

the terms of these documents. However, the law directors declined to file any

actions against the Cities. Accordingly, Taxpayers filed the instant complaints under

R.C. 733.59 and Ohio common law “on behalf of the [Cities], and all [of their]

citizens and taxpayers . . . .” Based on these allegations, Taxpayers asserted the following causes

of action against Cleveland Heights and Shaker Heights: specific performance of the

obligations created by the Leases, the Rehabilitation Project Agreement, and the

ODNR reports, rules, and regulations, as well as any related local, state, or federal

requirements; an injunction enjoining the removal of the dam; and a common law

taxpayer’s claim for specific performance and injunctive relief. Taxpayers also

asserted an additional count for specific performance against Shaker Heights,

seeking enforcement of the Master Plan. Taxpayers attached copies of the following

documents to their complaints: prior NEORSD service agreements with the Cities;

the Leases; the 2014 and 2023 ODNR reports; the Rehabilitation Project

Agreement; a 2022 evaluation of certain assets associated with Horseshoe Lake and

Horseshoe Lake Dam; a 2021 cost estimate containing additional expenses for the

dam’s rehabilitation; and the April 2023 written requests to the Cities’ law directors.

A copy of the Master Plan was also attached to the complaint against Shaker Heights.

Taxpayers’ lawsuits were consolidated in June 2023 and a case-

management conference was set for July 24, 2023. On July 6, 2023, the Cities filed

a motion to dismiss for lack of subject-matter jurisdiction and failure to state a claim

under Civ.R. 12(B)(1) and 12(B)(6), arguing that Taxpayers sought relief beyond the

scope of a permissible taxpayer action.

More specifically, the Cities asserted that Taxpayers’ claims related to

the Leases must be dismissed based on the parameters of R.C. 733.59. The Cities

contended that a taxpayer action must be filed “on behalf of” the municipality where the taxpayer lives and cannot be brought on behalf of a third-party seeking to

enforce a contract against the taxpayer’s municipality. The Cities further claimed

that none of the alleged conduct violated the Leases’ terms.

The Cities then argued that Taxpayers’ claims related to the

Rehabilitation Project Agreement must be dismissed because the relevant portions

of the agreement were terminated by an amendment in 2023 (“Amendment”).

Additionally, the Cities maintained that Taxpayers were once again seeking to stand

in the shoes of a third party to enforce the terms of a contract against the Cities. The

Cities attached certified copies of the Amendment, the Shaker Heights ordinance,

and the Cleveland Heights resolution approving the Amendment to their motion to

dismiss.

Next, the Cities moved for dismissal of Taxpayers’ claims related to

statutory dam inspection and maintenance requirements and the 2014 ODNR

report, arguing that only the Chief of the ODNR is authorized to bring a cause of

action to enforce them. The Cities also claimed the 2014 ODNR report was

superseded by the 2023 report, which expressly authorized the decommissioning of

the dam.

The Cities further sought dismissal of Taxpayers’ claims related to the

Master Plan, arguing that it was outside of the scope of a permissible taxpayer action

because the plan does not impose any legal obligation on Shaker Heights. Finally,

the Cities argued that Taxpayers’ common law claims must be dismissed because they involved the same facts and requests for relief as their statutory claims and,

therefore, could not arise separately under Ohio law.

On July 10, 2023, the trial court ordered Taxpayers to file a response

to the Cities’ motion to dismiss by July 17, 2023, and advised that reply briefs would

not be accepted. Taxpayers filed a brief in opposition according to the trial court’s

order. Taxpayers argued that they did not file the complaints on behalf of third

parties; rather, the lawsuits were brought on behalf of their municipalities,

Cleveland Heights and Shaker Heights, respectively. Taxpayers contended that the

Cities could bring an action to enforce obligations arising from the Leases and

Rehabilitation Project Agreement, and, therefore, Taxpayers had a right to assert

claims arising from those contracts.

Taxpayers further argued that they sufficiently pled their claims

related to violations of the Leases and that the 2014 ODNR report illustrated the

Cities’ failure to take required remedial measures. Taxpayers also claimed that they

sought to enforce statutory requirements and the Chief of the ODNR’s orders, rather

than challenge the Chief’s enforcement decisions.

Taxpayers also alleged that the amendment to the Rehabilitation

Project Agreement did not terminate the original agreement and the Master Plan

was an enforceable guide plan. Finally, Taxpayers argued that they were entitled to

maintain a common law claim in addition to their statutory claims because they

were not seeking double recovery. On July 23, 2023, the trial court issued a journal entry granting the

Cities’ motion and cancelling the case-management conference. Absent further

explanation, the trial court found that Taxpayers failed to state a claim and the court

lacked subject-matter jurisdiction. (Journal Entry, 07/23/23.)

Taxpayers appealed raising three assignments of error for review.

Assignment of Error No. 1

The trial court erred by dismissing the complaints for failure to state claims upon which relief could be granted even through the complaints gave reasonable notice of the taxpayer claims contained therein and the bases for them.

Assignment of Error No. 2

The trial court erred by dismissing the complaints for lack of subject- matter jurisdiction even though taxpayer actions are within the jurisdiction of Ohio courts of common pleas.

Assignment of Error No. 3

The trial court erred by truncating the time in which to respond to the motions to dismiss and dismissing the case without identifying the bases for dismissal before the expiration of the period within which the complaints could be amended as of right.

II. Law and Analysis

A. Standard of Review and Motion to Dismiss

A trial court’s order granting a motion to dismiss under Civ.R.

12(B)(1) or 12(B)(6) is subject to de novo review on appeal. Howard v. Ohio Dept.

of Rehab. & Corr., 2024-Ohio-1948, ¶ 6-7 (10th Dist.). In applying the de novo

standard of review, appellate courts must utilize the same standard employed by the

trial court to determine whether genuine issues exist for trial. Carroll v. Cuyahoga Community College, 2023-Ohio-3628, ¶ 14 (8th Dist.), citing Northeast Ohio Apt.

Assn. v. Cuyahoga Cty. Bd. of Cty. Commrs., 121 Ohio App.3d 188, 192 (8th Dist.

1997).

Dismissal is required under Civ.R. 12(B)(1) when the trial court lacks

jurisdiction over the litigation’s subject matter. Subject-matter jurisdiction

contemplates a court’s power to hear and decide a case on its merits and render an

enforceable judgment. Zdolshek v. AGZ Properties, LLC, 2024-Ohio-1284, ¶ 20

(8th Dist.), citing State ex rel. Novak, L.L.P. v. Ambrose, 2019-Ohio-1329, ¶ 10, and

ABN AMRO Mtge. Group, Inc. v. Evans, 2011-Ohio-5654, ¶ 5 (8th Dist.). For

example, the court of common pleas no longer has subject-matter jurisdiction to

hear a case after matters that were once justiciable have been resolved to the point

that they become moot. Graham v. Lakewood, 2018-Ohio-1850, ¶ 19 (8th Dist.),

citing Hirsch v. TRW, Inc., 2004-Ohio-1125, ¶ 11 (8th Dist.). In reviewing whether

dismissal for lack of subject-matter jurisdiction is appropriate, courts must

determine “‘whether the complaint raises any cause of action cognizable by the

forum’” and may consider evidence outside of the complaint to do so. Id. at ¶ 21,

quoting State ex rel. Ohio Civ. Serv. Emps. Assn. v. State, 2016-Ohio-478, ¶ 12, and

citing Ohio Council 8, AFSCME, AFL-CIO v. Lakewood, 2023-Ohio-4212, ¶ 9 (8th

Dist.).

Conversely, a motion to dismiss under Civ.R. 12(B)(6) “is procedural

and tests the sufficiency of the complaint.” NorthPoint Props. v. Petticord, 2008-

Ohio-5996, 901 N.E.2d 869, ¶ 11 (8th Dist.). Accordingly, only the four corners of the complaint and any documents properly incorporated therein may be considered.

Katz v. Univ. Hosps. Health Sys., 2022-Ohio-3328, ¶ 12 (8th Dist.). In reviewing

the complaint, all factual allegations must be accepted as true and all reasonable

inferences must be drawn in favor of the nonmoving party. Petticord at ¶ 11, citing

Byrd v. Faber, 57 Ohio St.3d 56 (1991). A trial court may grant a motion to dismiss

under Civ.R. 12(B)(6) if it appears “beyond doubt from the complaint that the

plaintiff can prove no set of facts entitling her to relief.” Graham v. Lakewood,

2018-Ohio-1850, ¶ 47 (8th Dist.), quoting Grey v. Walgreen Co., 2011-Ohio-6167,

¶ 3 (8th Dist.). If there is a set of facts that would allow the plaintiff to recover, the

court may not grant a defendant’s motion to dismiss under this rule. Id. at ¶ 13,

citing Woods v. Sharkin, 2022-Ohio-1949, ¶ 29 (8th Dist.).

Finally, we address standing. To have standing, a plaintiff must show

that (1) they suffered an injury, (2) the injury is fairly traceable to the defendant’s

unlawful conduct, and (3) the injury is likely to be redressed by the requested relief.

State ex rel., US Bank Trust Natl. Assn. v. Cuyahoga Cty., 2021-Ohio-2524, ¶ 8 (8th

Dist.), citing Ohioans for Concealed Carry, Inc. v. Columbus, 2020-Ohio-6724, ¶ 12.

This court has held that although standing is required to invoke the jurisdiction of

the court over a particular action, a lack of standing does not affect subject-matter

jurisdiction. Cronin v. Governor of Ohio, 2022-Ohio-829, ¶ 10 (8th Dist.), citing

Bank of Am., N.A. v. Kuchta, 2014-Ohio-4275, paragraph three of the syllabus.

Therefore, issues regarding standing are properly raised in a motion to dismiss under Civ.R. 12(B)(6) rather than Civ.R. 12(B)(1). Id. at ¶ 10-11, citing Revocable

Living Trust of Mandel v. Lake Erie Util. Co., 2012-Ohio-5718, ¶ 11 (8th Dist.).

With these principles in mind, we review Taxpayers’ first and second

assignments of error concurrently to determine whether the trial court erred by

dismissing the complaints for lack of subject-matter jurisdiction under Civ.R.

12(B)(1) and/or failure to state a claim under Civ.R. 12(B)(6).

B. Taxpayers’ Claims

“A plaintiff who ordinarily may not have standing concerning a

[c]ity’s ‘abuse of corporate powers’ may seek equitable remedies as a taxpayer under

R.C. 733.56-733.59.” Graham, 2018-Ohio-1850, at ¶ 19 (8th Dist.). A taxpayer of a

municipality “may institute suit in his own name, on behalf of the municipal

corporation” after the taxpayer issues a written request to the city’s law director and

the law director fails or refuses to institute an action based upon that request. R.C.

733.59.

A taxpayer action is limited to the forms of equitable relief prescribed

by R.C. 733.56 through 733.58. Graham at ¶ 19. In relevant part, R.C. 733.56

provides for

an order of injunction to restrain the misapplication of funds of the municipal corporation, the abuse of its corporate powers, or the execution or performance of any contract made in behalf of the municipal corporation in contravention of the laws or ordinance[s] governing it . . . .

Pursuant to R.C. 733.57, specific performance of an obligation or contract made on

behalf of a municipal corporation may be sought when the obligation or contract 1) grants a right or easement or creates a public duty and 2) is being evaded or violated.

Finally, R.C. 733.58 provides for a writ of mandamus to compel the performance of

a duty when an officer or board of a municipal corporation fails to perform that duty

expressly enjoined by law or ordinance.

In addition to these limitations, “[a] taxpayer action is properly

brought only when the right under review in the action is one benefiting the public.”

State ex rel. Fisher v. Cleveland, 2006-Ohio-1827, ¶ 10 (noting that the aim of a

taxpayer action is well-established: notwithstanding any personal or private motive

or advantage, the action must enforce a public right). Moreover, because the

taxpayers stand in the shoes of their municipal corporation, their “‘rights or claims

are no greater than the rights of interests of the municipality.’” Graham at ¶ 4,

quoting Cincinnati ex rel. Ritter v. Cincinnati Reds, LLC, 2002-Ohio-7078, ¶ 20 (1st

Here, as a preliminary matter, Taxpayers brought various specific

performance claims under R.C. 733.57, injunction claims under R.C. 733.56, and

common law claims for specific performance and injunctive relief. As mentioned by

the Cities during oral argument, Taxpayers do not argue that the trial court erred in

dismissing their common law claims or specific performance claims regarding the

ODNR reports, rules, and regulations and related local, state, or federal

requirements. Indeed, Taxpayers assert for the first time in their reply brief that the

ODNR reports provide additional support for their taxpayer claims without

providing any law in support or bases for their specific performance claim. Appellate courts are not advocates, and the appellant bears the

burden of constructing the legal arguments necessary to support their assignments

of error. Lewicki v. Grange Ins. Co., 2023-Ohio-4544, ¶ 41 (8th Dist.), citing

Taylor-Stephens v. Rite Aid of Ohio, 2018-Ohio-4714, ¶ 121 (8th Dist.) and Doe v.

Cuyahoga Cty. Community College, 2022-Ohio-527, ¶ 26 (8th Dist.). And even if

Taxpayers’ contentions were fully developed, a reply brief is not the proper place to

raise substantive arguments that were not included in the original briefing. Oxford

Mining Co., LLC v. Ohio Gathering Co., LLC, 2020-Ohio-1363, ¶ 72 (7th Dist.),

citing Shutway v. Chesapeake Exploration LLC, 2019-Ohio-1233, ¶ 77 (7th Dist.).

Rather, App.R. 16(A)(7) establishes that an appellant’s brief must include “[a]n

argument containing the contentions of the appellant with respect to each

assignment of error presented for review and the reasons in support of the

contentions, with citations to the authorities, statutes, and parts of the record on

which appellant relies.” Accordingly, we decline to review the trial court’s dismissal

of Taxpayers’ ODNR-related specific-performance claims and common law claims.

1. Lease Claims

Taxpayers argue in their first assignment of error that although the

Horseshoe Lake Dam is not specifically identified in the Leases, its maintenance is

required by various other terms included therein. Taxpayers insist that their action

is not brought on behalf of Cleveland, but rather, to enforce a public duty imposed

by the Leases. Taxpayers further claim that, based on the Shaker Heights and

Cleveland Heights charters, the Cities’ mayors must ensure that the Cities perform their contractual obligations under the Leases because their terms directly benefit

inhabitants.

The Cities counter that Taxpayers are not seeking to enforce any

rights on behalf of the Cities; rather, they are seeking to enforce Cleveland’s

contractual rights under the Leases, which can only be enforced by Cleveland in its

capacity as the lessor. The Cities contend that because a taxpayer action must be

brought “on behalf of the municipality,” Taxpayers’ cannot file suit on behalf of

Cleveland, a third party. The Cities further claim that the Leases’ terms establish

that Cleveland is the only party with standing to prosecute an action against the

Cities for an alleged breach. The Cities assert that the complaints fail to allege any

facts demonstrating a breach of the Leases’ terms. Finally, the Cities note that

Taxpayers raised their argument concerning the Cities’ mayors for the first time on

appeal.

To begin, we note that a party cannot raise new claims, issues, or

arguments for the first time on appeal and a failure to raise an issue before the trial

court results in a waiver of that issue for appellate purposes. Garrett v. Cuyahoga

Cty., 2022-Ohio-2770, ¶ 27 (8th Dist.), citing Lycan v. Cleveland, 2019-Ohio-3510,

¶ 32-33 (8th Dist.) (“It is well-established that arguments raised for the first time on

appeal are generally barred and a reviewing court will not consider issues that the

appellant failed to raise in the trial court.”) and Cleveland Town Ctr., L.L.C. v. Fin.

Exchange Co. of Ohio, Inc., 2017 Ohio-384, ¶ 21 (8th Dist.) (“It is well established

that a party cannot raise new arguments and legal issues for the first time on appeal, and that failure to raise an issue before the trial court results in waiver of that issue

for appellate purposes.”). Consequently, Taxpayers waived any arguments they did

not previously raise, including their arguments centering around the Cities’ mayors

and charters, and we need not address them here.

Upon review of Taxpayers other arguments, we find that Taxpayers

fail to state a claim upon which relief can be granted. Taxpayers attempt to stand in

the shoes of the lessor, Cleveland, to enforce the obligations of the lessees, the Cities.

Based on the record before us, it appears that Cleveland has not taken any action to

enforce its rights under the Leases’ terms. Here, the Taxpayers’ claims represent a

preemptive attempt to enforce not the rights of their Cities under the Leases, but the

rights of a third party – Cleveland. But because Taxpayers stand in the shoes of the

Cities in a taxpayer action, their rights or claims can be no greater than the rights or

interests of their respective municipalities — Shaker Heights and Cleveland Heights.

Indeed, Taxpayers acknowledge in their reply brief that “[t]he breaches enable the

City of Cleveland to take adverse action in relation to the park.” This is not the type

of action contemplated by R.C. 733.59. Taxpayers fail to cite any authority for the

proposition that under R.C. 733.59 taxpayers can compel their municipalities

through specific performance and/or injunction to undertake obligations under a

contract to preemptively ward off theoretical enforcement actions by a third party.

Accordingly, Taxpayers lack standing to bring their claims regarding the Leases and

their claims were properly dismissed under Civ.R. 12(B)(6). Based on these findings, we need not consider whether Taxpayers sufficiently pled facts

demonstrating purported violations to Leases’ terms.

2. Rehabilitation Project Agreement Claims

Additionally, in their first assignment of error, Taxpayers claim that

under the plain language of R.C. 733.57, the Cities’ law directors were required to

enforce specific performance under the Rehabilitation Project Agreement because

NEORSD “evaded or violated” its terms by refusing to repair the dam and ceasing

work. Taxpayers also claim that R.C. 733.56 and 733.58 require the Cities’ law

directors to prevent the mayors from violating their duty to enforce contractual

terms as required by the Cities’ charters. In their second assignment of error,

Taxpayers argue that the act of amending the Rehabilitation Project Agreement to

substitute an inferior right, returning the area to “a more naturalized state,” violated

the mayors’ duties and exceeded their authority under the Cities’ charters.

Taxpayers further claim that the Amendment is inadequate and ineffective because

it lacks consideration, requires future agreements, and is indefinite. Finally,

Taxpayers claim that the mutual waiver of rights under the Rehabilitation Project

Agreement cannot terminate the agreement because termination prior to

substantial completion of the project is prohibited.

The Cities counter that Taxpayers’ claims are moot because the

parties executed the Amendment, eliminating the portion of the Rehabilitation

Project Agreement relating to the repair and rehabilitation of Horseshoe Lake Dam.

Cities argue that the Amendment is not invalid, rather it was expressly authorized by the city councils of Shaker Heights and Cleveland Heights. The Cities note that

Taxpayers did not raise their arguments regarding duties of the mayors, need for

future agreements, and lack of consideration at the trial-court level. The Cities

further assert that the terms of the Rehabilitation Project Agreement expressly

provide that the parties may jointly modify the agreement in writing. Finally, the

Cities argue that Taxpayers’ claims were properly dismissed for failure to state a

claim because there is nothing in the Rehabilitation Project Agreement that

prohibits the decommissioning of Horseshoe Lake Dam and the NEORSD’s prior

obligations to repair and rehabilitate were eliminated by the Amendment.

Again, we decline to review any claims, issues, or arguments not

presented at the trial-court level, including those related to R.C. 733.58, the Cities’

charters, the alleged duties of the mayors, and the purported need for future

agreement and consideration. After assessing Taxpayers’ remaining arguments, we

find that the claims regarding the Rehabilitation Project Agreement are moot.

In our review of the Rehabilitation Project Agreement attached to

Taxpayers’ complaints, we note that the agreement provides for modification upon

written instrument executed by each party. We further note that the Amendment,

attached to the Cities motion to dismiss, expressly provides that

the [Horseshoe] Lake Dam repair aspect of the original Project as contemplated in the 2018 [Rehabilitation Project Agreement] is now an impossibility under the District’s Regional Stormwater Management Program because: (a) the dam cannot be repaired or rehabilitated as described in the [Rehabilitation Project Agreement], due to its deteriorated condition, (b) repair would not bring the dam into compliance with ODNR requirements, and (c) the [NEORSD] has determined that Horseshoe Lake does not provide stormwater management or flood control benefit that could make it a proper expenditure under the NEORSD Regional Stormwater Management Program; and . . . the [NEORSD] and the two Cities have, therefore, decided to amend the 2018 [Rehabilitation Project Agreement] to accept the [NEORSD’s] recommendation to non-perform the [Horseshoe] Lake aspect of the Project, and instead, decommission [Horseshoe] Lake Dam, and return the lake bed to its naturalized state.

Taxpayers seek specific performance of the Rehabilitation Project Agreement

despite this Amendment, but do not present a cognizable argument that the

Amendment is contrary to the Rehabilitation Project Agreement’s terms or that the

Cities’ councils lacked legislative authority to authorize it. Indeed, the Amendment

is a written instrument executed by each party and approved by a Shaker Heights

ordinance and Cleveland Heights resolution, both of which were attached to the

Cities’ motion to dismiss. Accordingly, Taxpayers’ claims regarding the

Rehabilitation Project Agreement are no longer justiciable and were properly

dismissed under Civ.R. 12(B)(1) for lack of subject-matter jurisdiction.

3. Master Plan Claims

Taxpayers1 argue in their first assignment of error that the Master

Plan, which was produced after a formal process with public meetings, is a “full-

throated acknowledgment of the value of the contractual terms which the [Shaker

Heights’] officers are now refusing to enforce” because it recognizes the importance

of Horseshoe Lake. Taxpayers failed to cite any law in support of their argument.

1 Under this section, “Taxpayers” refers only to the plaintiffs-appellants associated

with Shaker Heights: Friends of Horseshoe Lake, Inc., and three Shaker Heights residents. Shaker Heights counters that there is nothing in the Master Plan that imposes any

binding contractual or legal obligations upon the municipality. Shaker Heights

further notes that Taxpayers admit in their complaint that the Master Plan is merely

a “guide” that “influences” policy.

After reviewing the complaint, which incorporates the Master Plan,

accepting all factual allegations as true, and drawing reasonable inferences in favor

of Taxpayers, we agree with Shaker Heights and find that dismissal was appropriate

under Civ.R. 12(B)(6). Taxpayers present no cognizable argument that Shaker

Heights is obligated to perform pursuant to the Master Plan, as required by R.C.

733.56 and 733.57. Nor do Taxpayers establish that the Master Plan is anything

beyond a “guide” that “influences” policy and presents a “vision” for the “Horseshoe

Lake experience.” (Complaint against Shaker Heights, 05/31/23). Accordingly, the

trial court did not err in granting the Cities’ motion to dismiss Taxpayers’ claims

related to the Master Plan.

C. Procedural Challenges

In their third assignment of error, Taxpayers claim the trial court

abused its discretion by truncating the time in which they could respond to the

Cities’ motion in contravention of Civ.R. 6, dismissing the complaints without

identifying the bases for dismissal, and dismissing the complaints prior to the

expiration of the period within which the pleadings could be amended under Civ.R.

15(A). The Cities counter that Taxpayers’ procedural arguments are meritless because their objections were never presented to the trial court, are unsupported by

caselaw, and are immaterial to the outcome of the case.

“As a general rule, a trial court has the inherent authority to manage

its own proceedings and control its own docket.” Perozeni v. Perozeni, 2023-Ohio-

1140, ¶ 31 (8th Dist.). Here, Taxpayers did not file a motion for extension of time to

file their opposition to the Cities’ motion to dismiss, object to or raise an issue with

the truncated timeline, nor indicate that an amended complaint may be filed. Based

on the record before us, we cannot say the trial court abused its discretion: the trial

court’s modifications to the briefing schedule and prompt dismissal of the action

were a means of managing the proceeding and controlling its docket.

As noted by the Cities, it is also well-settled that the trial court has no

obligation to issue a written opinion with findings and conclusions when granting a

motion to dismiss under Civ.R. 12. Grimm v. Lynch, 2011-Ohio-5189, ¶ 14 (8th

Dist.), citing Kovacs v. Aetna Life Ins. Co., 1994 Ohio App. LEXIS 1699 (8th Dist.

Apr. 21, 1994) (holding that the trial court may dismiss a complaint in response to a

Civ.R. 12 motion without explanation because a statement of findings of fact and

conclusions of law is discretionary), citing Vrabel v. Vrabel, 9 Ohio App.3d 263 (8th

Dist. 1983). There is no legal requirement that the trial court detail the reasons for

its ruling on a Civ.R. 12 motion to dismiss because we independently assess the trial

court’s decision under the de novo standard of review on appeal. Yankovitz v.

Greater Cleveland Regional Transit Auth., 2023-Ohio-2584, ¶ 21 (8th Dist.).

Accordingly, Taxpayers’ third assignment of error is overruled. III. Conclusion

Based upon our independent review of the record and relevant

authority, we find that the trial court did not err in granting the Cities’ motion to

dismiss Taxpayers’ actions for lack of subject-matter jurisdiction and failure to state

a claim pursuant to Civ.R. 12(B)(1) and 12(B)(6).

Judgment affirmed.

It is ordered that appellees recover from appellants costs herein taxed.

The court finds there were reasonable grounds for this appeal.

It is ordered that a special mandate issue out of this court directing the

common pleas court to carry this judgment into execution.

A certified copy of this entry shall constitute the mandate pursuant to Rule 27

of the Rules of Appellate Procedure.

EMANUELLA D. GROVES, JUDGE

EILEEN A. GALLAGHER, P.J., and EILEEN T. GALLAGHER, J., CONCUR