The Connor Group, A Real Estate Investment Firm, LLC v. View Operating Corporation

Opinion

UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF OHIO WESTERN DIVISION AT DAYTON

The Connor Group, A Real Estate Investment Firm, LLC,

Plaintiff, v. Case No. 3:26-cv-026 Judge Thomas M. Rose

View Operating Corporation,

Defendant.

ENTRY AND ORDER DENYING MOTION TO DISMISS BY DEFENDANT VIEW OPERATING CORPORATION (DOC. 18.)

Plaintiff The Connor Group charges Defendant View Operating Corporation with breach of warranty, promissory estoppel, and unjust enrichment. (Doc. 1.) In 2014, View Operating Corp. sold The Connor Group a specialized glass panel system for The Connor Group’s new company headquarters and aviation hangar. View Operating Corp. moves the Court to dismiss The Connor Group’s claims, asserting that its breach of warranty claim is time-barred and that the promissory estoppel and equitable enrichment claims are barred as a matter of law. (Doc. 18.) Because The Connor Group has brought its claim for breach of warranty within the allowable window after refusal to remedy and because a plaintiff is allowed to plead claims in the alternative, the motion will be denied. I. Background Beginning in 2013, The Connor Group undertook the construction of a new company headquarters building and an aviation hangar in Miamisburg, Ohio. (Doc. 1 at ¶ 10.) As part of the construction project, The Connor Group contracted for the installation of a complex system of insulating glass windows with electronic controllers and other components, promoted as environmentally advanced and energy-friendly. (Doc. 1 at ¶ 14.) View Operating Corp. was

engaged to fabricate and provide the glass system, and The Connor Group allegedly paid the entire amount charged by View Operating Corp., $1,434,381. (Doc. 1 at ¶¶ 15, 17.) View Operating Corp. allegedly provided The Connor Group with a written warranty obligating View Operating Corp. to either repair defects, replace defective components, or refund to The Connor Group the original purchase price of $1,434,381.00. (Doc. 1 at ¶¶ 18-19.) View Operating Corp.’s performance under the contract allegedly fell short of its obligations. View Operating Corp. initially fabricated and delivered the glass system in 2014, but by 2017 significant defects had allegedly become apparent, including large opaque blotches – similar in appearance to large ink blots – that allegedly impaired the ability to see through the glass

and compromised its functionality. (Doc. 1 at ¶¶ 21-22.) The Connor Group alleges it promptly notified View Operating Corp. of these defects, and View Operating Corp. allegedly acknowledged both the existence of the defects and The Connor Group’s right to invoke the warranty. (Doc. 1 at ¶ 23.) Because repair was allegedly not feasible given the unique and complex nature of the glass system, View Operating Corp. allegedly elected to replace the defective windows, completing that process by the end of 2017. (Doc. 1 at ¶ 24.) View Operating Corp.’s first attempted cure allegedly proved ineffective. Within one year of the replacement, the same large opaque blotches allegedly reappeared in both replacement

2 windows as well as in the original windows that had not previously exhibited problems. (Doc. 1 at ¶ 25.) The Connor Group again notified View Operating Corp., which again allegedly acknowledged the defects, the alleged failure of its prior cure, and its ongoing responsibility under the warranty. (Doc. 1 at ¶ 26.) View Operating Corp. agreed to fabricate an entirely new glass system, completing this second replacement by August 2018. (Doc. 1 at ¶ 27.)

The Connor Group alleges that View Operating Corp. did not modify the manufacturing process and materials that had caused the recurring defects. (Doc. 1 at ¶ 26.) Thus, The Connor Group alleges, by 2020 the second replacement glass system exhibited the same blotchy defects that had plagued its predecessors. (Doc. 1 at ¶ 28.) The Connor Group then alleges that, rather than promptly remedying its third failure, View Operating Corp. strung The Connor Group along for years with repeated assurances that another replacement was forthcoming. (Doc. 1 at ¶¶ 29-33.) By October 2022, View Operating Corp. allegedly advised The Connor Group that its single production line would not be capable of producing the correct type of glass until June 2023 at the earliest. (Doc. 1 at ¶ 32.) As recently as October 2024, a View Operating Corp. representative

allegedly assured The Connor Group that “View Operating Corp. remains fully committed to honoring our contractual warranty.” (Doc. 1 at ¶ 33.) Just one month later, however, View Operating Corp. allegedly reversed course, notifying The Connor Group for the first time that it was moving its manufacturing operations offshore to India and was unwilling to repair or replace the glass system. (Doc. 1 at ¶ 34.) After View Operating Corp.’s alleged repudiation, The Connor Group allegedly spent approximately $1,242,301.00 to obtain a conventional replacement glass system from a different manufacturer. (Doc. 1 at ¶ 35.) The Connor Group thereafter made a formal written demand, dated

3 December 27, 2024, for a refund of the $1,434,381.00 original purchase price. (Doc. 1 at ¶ 36.) View Operating Corp. has failed to respond to that demand and has otherwise refused to honor any of its warranty obligations. (Doc. 1 at ¶ 37.) II. Jurisdiction and Procedural Posture On January 29, 2026, The Connor Group filed suit in this Court against View Operating

Corporation. (Doc. 1.) View Operating Corp. is a corporation organized and existing under the laws of the State of Delaware, with its principal place of business in Milpitas, California. (Doc. 1, PageID 2.) For the purposes of 28 U.S.C. § 1332, The Connor Group is a citizen of the states of Florida, Indiana, Kentucky, Minnesota, Nebraska, North Carolina, Ohio, Tennessee, and Texas. (Id.) There is, therefore, complete diversity of citizenship between the parties. On March 27, 2026, View Operating Corporation filed its Motion to Dismiss for Failure to State a Claim. (Doc. 18.) The Connor Group has responded, (Doc. 21), and View Operating Corp. has replied (Doc. 22), rendering the matter ripe for decision. III. Standard

To survive a motion to dismiss pursuant to Federal Rule of Civil Procedure 12(b)(6), a complaint must contain sufficient factual matter, accepted as true, to “‘state a claim to relief that is plausible on its face.’” Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009) (quoting Bell Atlantic Corp. v. Twombly, 550 U.S. 544, 570 (2007)); see also Ass’n of Cleveland Fire Fighters v. City of Cleveland, 502 F.3d 545, 546 (6th Cir. 2007). The “tenet that a court must accept as true all of the allegations contained in a complaint is inapplicable to legal conclusions” and “threadbare recitals of the elements of a cause of action, supported by mere conclusory statements, do not suffice” to

4 withstand the requirements of Federal Rules of Civil Procedure 8 and 12(b)(6). Ashcroft, 556 U.S. at 678. When a court is presented with a Rule 12(b)(6) motion, it may consider the complaint and any exhibits attached thereto, public records, items appearing in the record of the case and exhibits attached to defendant’s motion to dismiss so long as they are referred to in the complaint and are

central to the claims contained therein.” Bassett v. Nat’l Collegiate Athletic Ass’n, 528 F.3d 426, 430 (6th Cir. 2008). “[W]here materials are central to the claims asserted, a defendant may introduce these materials if the plaintiff fails to do so” without converting a motion to dismiss for failure to state a claim into a motion for summary judgment. Dials v. Watts Bros. Moving & Storage Sys., Inc., No. C2-03-513, 2003 U.S. Dist. LEXIS 21413, at *7 (S.D. Ohio Nov. 24, 2003). A motion to dismiss “is granted when no material issue of fact exists and the party making the motion is entitled to judgment as a matter of law.” Paskvan v. Cleveland Civil Serv. Comm’n, 946 F.2d 1233, 1235 (6th Cir. 1991). IV. Analysis

A. Breach of Warranty The Connor Group alleges that View Operating Corp. breached its contractual obligation to repair or replace its defective glass system. (See Doc. 1 at ¶¶ 21-34.) Defendant View Operating Corp. asserts that Plaintiff the Connor Group’s breach of warranty claim is barred by the statute of limitations. (Doc. 18.) The contractual obligation to repair or replace defective goods is a distinct contractual commitment that a party breaches only upon its failure to fulfill that obligation. See Grover v. BMW of N. Am., LLC, 434 F. Supp. 3d 617, 631 (N.D. Ohio 2020) (“[W]here a complaint alleges

5 breach of warranty based upon the failure to repair or replace—rather than based upon the condition of the product when tendered—the promise to repair is an independent obligation that is breached when the warrantor fails to repair.”); Jones v. Lubrizol Advanced Materials, Inc., 559 F. Supp. 3d 569, 605 (N.D. Ohio 2021); Mayernik v. CertainTeed LLC, 476 F. Supp. 3d 625, 632 (S.D. Ohio 2020) (“A claim for breach of express warranty based on a defendant’s failure to repair

or replace does not accrue upon delivery…. [T]he seller’s promise to repair or replace is an independent obligation that is not breached until the seller fails to repair or replace”). As such, the statute of limitations on a failure to repair or replace claim does not begin to run until the defendant fails to abide by its obligation to repair or replace. See Allen v. Andersen Windows, Inc., 913 F. Supp. 2d 490, 505 (S.D. Ohio 2012) (“[T]he four-year statute of limitations on Allen’s claim based on Andersen’s ‘repair or replace’ obligation did not begin to run until Andersen failed to abide by its obligation to repair or replace.”); Findley v. Keystone RV Co., No. 2:24-cv-3220, 2025 WL 2172197, at *5 (S.D. Ohio Mar. 13, 2025) ([T]o the extent that Plaintiffs’ breach-of-express warranty claim sounds in Defendant’s failure to repair the plumbing, electrical, and hydraulics

defects, even the reduced statute of limitations would begin to run only from the date of Defendant’s failure to repair.”). Thus, The Connor Group’s breach of warranty claim did not begin to run until 2024. That is when View Operating Corp.’s allegedly failed to fulfill its alleged contractual obligation to repair or replace the allegedly defective glass system. The Connor Group alleges it consistently provided timely notice to View Operating Corp. of fundamental defects in the glass system, defects that View Operating Corp. was obligated to repair or replace – an obligation that View Operating Corp. repeatedly acknowledged. (See Doc. 1 at ¶¶ 22-34.)

6 From 2017 to 2024, View Operating Corp. allegedly either attempted to replace the defective system or explained why it was delayed in doing so. It was not until 2024 that View Operating Corp. repudiated its obligation to repair or replace the glass system. Id. at ¶ 32. That is when View Operating Corp. allegedly informed The Connor Group that it was moving its manufacturing capability offshore, that it was unable or unwilling to manufacture the replacement

glass system there and allegedly advised The Connor Group for the first time that it refused to repair or replace the glass system. (See Doc. 1 at ¶ 34.) If these allegations are true, the statute of limitations did not begin to run until 2024. Cf. Allen, 913 F. Supp. 2d 490; see Findley, 2025 WL 2172197, at *4, n.7 (“The statute of limitations on a breach-of-express-warranty claim based on the theory that Defendant breached its obligation to repair a defect . . . would run from the date of Defendant’s refusal to repair”); Grover, 581 F. Supp. 3d at 940 (agreement that plaintiffs could bring their failure to repair or replace claims anytime within the warranty period or the four years following the warranty period). View Operating Corp. argues that Ohio’s version of the Uniform Commercial Code, Ohio

Revised Code § 1302.98, imposes a four-year statute of limitations on breach-of-warranty claims arising from contracts for the sale of goods. (Doc. 18 at PageID 73-76.) The cause of action accrues upon tender of delivery, unless the warranty explicitly extends to future performance, in which case the limitations period runs from when the breach was or should have been discovered. (Id.) View Operating Corp. asserts that the latest that The Connor Group discovered or should have discovered that the glass system was defective was 2020, more than four years before The Connor Group filed its complaint. (Id. at PageID 74.)

7 The Connor Group’s breach claim does not merely concern the defective condition of the glass system. Rather, The Connor Group’s claim is that View Operating Corp. breached its “independent obligation” under the warranty to repair or replace the defective glass system. Grover, 434 F. Supp. 3d at 631. View Operating Corp. responds that “[r]epair-and-replace clauses in a limited warranty are

construed not as warranties for the purposes of a ‘breach of warranty of future performance’ claim[.]” (Doc. 18 at PageID 75.) The Connor Group does not assert “claims based on future performance” (Id. at PageID 71); it alleges that View Operating Corp. breached its independent obligation to repair or replace the defective glass system. View Operating Corp. also contends that a defendant’s promises to repair or replace defective goods do not toll or restart the accrual of the statute of limitations. (See id. at PageID 74- 76.) This contention is irrelevant. The Connor Group alleges the statute of limitations began to run in 2024, when View Operating Corp., having repeatedly attempted and failed to repair or replace the glass system,

finally repudiated its obligation to do so. There was nothing to toll or restart a claim that had yet to accrue. See Standard All. Indus., Inc. v. Black Clawson Co., 587 F.2d 813, 822 (6th Cir. 1978) (“Thus, even if Standard Alliance sued too late on its claim that the machine was defective, it did sue on time on its claim that Black Clawson failed to repair the machine.”). View Operating Corp.’s statute-of-limitations argument fails because it challenges the legal sufficiency of a different theory of breach than the one alleged. The Connor Group does not challenge merely the condition of the glass system but rather seeks relief for View Operating

8 Corp.’s breach of its independent obligation to repair or replace the glass system. That claim did not begin to run until 2024, and the time by which it had to be asserted does not expire until 2028. B. Promissory Estoppel and Unjust Enrichment Claims View Operating Corp. challenges The Connor Group promissory estoppel and unjust enrichment claims, asserting that equitable remedies are not available when there is a legal remedy.

View Operating Corp. moves to dismiss Count II (promissory estoppel) and Count III (unjust enrichment) because The Connor Group brings a claim for breach of warranty concerning the same conduct. (Doc. 18 at PageID 76-79.) The Connor Group, however, alleges its promissory estoppel and unjust enrichment claims “in the alternative” to its claim for breach of warranty. (See Doc. 1 at PageID 12, 14.) The Federal Rules of Civil Procedure expressly permit a plaintiff to plead separate claims even when those claims are inconsistent. Fed. R. Civ. P. 8(d)(3) (“A party may state as many separate claims or defenses as it has, regardless of consistency.”). Courts routinely allow claims for promissory estoppel to proceed at the pleading stage in the alternative to a breach of contract claim. See, e.g., Haas v. TruPartner Credit Union, Inc., No.

1:22-cv-678, 2024 WL 3925724, at *4 (S.D. Ohio Aug. 22, 2024); Orange Barrel Media, LLC v. KR Sunset Weho, LLC, No. 2:21-cv-4988, 2022 WL 2482766, at *6 (S.D. Ohio July 6, 2022); MTD Prods. Inc. v. Am. Honda Motor Co., 627 F. Supp. 3d 867, 883 n.5 (N.D. Ohio 2022); Krawczyszyn v. Columbian Life Ins. Co., No. 1:21-cv-85, 2021 WL 2722514, at * 10 (N.D. Ohio June 30, 2021); Schaumleffel v. Muskingum Univ., No. 2:17-cv-463, 2018 WL 1173043, at *18 (S.D. Ohio Mar. 6, 2018). The same is true for unjust enrichment claims. See, e.g., Senterra Ltd. v. Rice Drilling D, LLC, No. 2:24-cv-3181, 2025 WL 896635, at *7 (S.D. Ohio Mar. 24, 2025); Blue Chip 2000 Com.

9 Cleaning, Inc. v. Washington Prime Grp., Inc., No. 1:23-cv-718, 2025 WL 2061465, at *3 (S.D. Ohio Mar. 11, 2025); Roshong v. Fitness Brands Inc., No. 3:10-cv-2656, 2012 WL 1899696, at *4 (N.D. Ohio May 24, 2012). Although it is true that a party may not recover damages pursuant to both an equitable claim and a contractual claim concerning the same conduct, that bar does not preclude a party from pleading contractual and equitable theories in the alternative. Courts

regularly recognize this distinction when allowing promissory estoppel and unjust enrichment claims to proceed as alternatives to contractual claims. See, e.g., Oxbo, Inc. v. Konecranes Nuclear Equip. & Servs., LLC, No. 3:22-cv-046, 2023 WL 1813641, at *3 (S.D. Ohio Feb. 7, 2023); Michaela Bohemia, LLC v. FedEx Freight, Inc., No. 1:21-cv-463, 2023 WL 318069, at *5 (S.D. Ohio Jan. 19, 2023); Ritz Safety, LLC, v. Strategyn Mgmt. Grp., LLC, No. 3:20-cv-413, 2021 WL 1721050, at *3 (collecting cases). View Operating Corp. asserts that because “[t]here is no reasonable dispute about The Connor Group having rights in contract related to the glass system and its alleged defects[,]” The Connor Group may not plead equitable and contractual claims in the alternative. (Doc. 18 at

PageID 77–78. That argument also fails. View Operating Corp.’s acknowledgement that The Connor Group has contractual rights is merely based on The Connor Group’s complaint. (See, e.g., Doc. 18 at PageID 77–78.) But View Operating Corp. simultaneously emphasizes that it accepts those allegations as true solely for purposes of this motion. (See id. at 71 n.1, 74.) It is precisely because defendants are not bound to facts assumed to be true for the purposes of a motion to dismiss that courts reject such efforts to rely on self-serving purported admissions to eliminate equitable claims at the pleading stage. See Nichols v. State Farm Mut. Auto. Ins. Co., 634 F. Supp. 3d 426, 432 (S.D. Ohio 2022).

10 View Operating Corp. may later contest whether The Connor Group can enforce the terms of the contract. Because such a possibility remains, the Court will not prematurely dismiss The Connor Group’s equitable claims pleaded in the alternative. See Astar Abatement, Inc. v. Cincinnati City Sch. Dist. Bd. of Educ., No. 1:11-cv-587, 2012 WL 481799, at *4-5 (S.D. Ohio Feb. 14, 2012).

Consistent with Rule 8 and settled authority, this Court declines View Operating Corp.’s invitation to prematurely eliminate The Connor Group’s alternative equitable claims. See Amaazz Constr. Grp. LLC v. CMI Roadbuilding, Inc., No. 2:24-cv-1053, 2025 WL 948538, at *7 (S.D. Ohio Mar. 29, 2025); Standard All. Indus., 587 F.2d at 822; Allen, 913 F. Supp. 2d at 504 (“[U]nlike claims for breach of warranty based upon the condition of the product, a claim for breach based upon the failure to ‘repair or replace’ does not accrue upon delivery: the promise to repair is an independent obligation that is not breached until the seller fails to repair.”) (internal citations omitted). V. Conclusion

Because The Connor Group has brought its claim for breach of warranty within the allowable window after refusal to remedy and because a plaintiff is allowed to plead claims in the alternative, View Operating Corporation’s Motion to Dismiss (Doc. 18.) is DENIED. DONE and ORDERED in Dayton, Ohio, this Monday, August 17, 2026.

s/Thomas M. Rose ________________________________ THOMAS M. ROSE UNITED STATES DISTRICT JUDGE

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