[Cite as Total Quality Logistics, L.L.C. v. Sallah, Inc., 2024-Ohio-2529.]
IN THE COURT OF APPEALS
TWELFTH APPELLATE DISTRICT OF OHIO
CLERMONT COUNTY
TOTAL QUALITY LOGISTICS, LLC, :
Appellee, : CASE NO. CA2023-11-074
: OPINION - vs - 7/1/2024 :
SALLAH, INC., :
Appellant. :
CIVIL APPEAL FROM CLERMONT COUNTY COURT OF COMMON PLEAS Case No. 2021 CVH 0167
Anastos Law LLC, and Thomas L. Anastos, for appellant.
Giles & Harper, LLC, and Brian T. Giles, for appellee.
PIPER, J.
{¶ 1} Appellant, Sallah Inc. ("Sallah Trucking"), appeals the trial court's decision
in favor of appellee, Total Quality Logistics (TQL"). For the reasons detailed below, we
affirm.
Factual Background
{¶ 2} TQL is a freight broker that contracts with motor carriers to haul cargo for
its customers. Sallah Trucking, owned by Momodou Sallah, is a motor carrier. The Clermont CA2023-11-074
parties operate under a broker-carrier agreement, which outlines the terms and conditions
of their business relationship. Paragraph four of the broker-carrier agreement provides
for the rates to be mutually agreed upon and reduced to a writing referred to as a "rate
confirmation." It also allows for TQL to offset pending invoices with amounts owed to TQL
for cargo losses.
{¶ 3} The record shows that Sallah Trucking used independent dispatchers to
find loads it could transport for TQL. One such dispatcher was William McClendon
("McClendon"), who also goes by "Bill."
{¶ 4} As relevant here, TQL was contacted by its customer, Nestle, for the
transportation of a load of dry grocery goods from a location in McDonough, Georgia to a
location in Medley, Florida. TQL and Sallah Trucking entered into a written rate
confirmation to transport the load for $1,700. The rate confirmation was signed
electronically by "Bill" (McClendon) on behalf of Sallah Trucking. The rate confirmation
was emailed to Momodou's email address, SallahInc@gmail.com, and to an email
address used by McClendon, SallahIncDispatch@gmail.com. The load was picked up
from the location in McDonough, Georgia by Sallah Trucking's driver, Alan Kennedy, who
signed the bill of lading on behalf of Sallah Trucking. There is no dispute that the tractor
and loaded trailer were stolen sometime thereafter and the cargo did not reach its
intended destination.
{¶ 5} Since delivery was unsuccessful, Nestle submitted a cargo loss claim to
TQL in the amount of $88,944.29. TQL paid Nestle for the cargo loss and in exchange
received a written release and assignment of claims. Pursuant to the terms of the broker-
carrier agreement, TQL offset some of the cargo losses with amounts TQL owed Sallah
Trucking on open invoices. TQL then demanded Sallah Trucking pay it $74,154.56, which
Sallah Trucking refused to do.
-2- Clermont CA2023-11-074
Complaint and Bench Trial
{¶ 6} On February 24, 2021, TQL filed a complaint asserting claims against
Sallah Trucking for breach of contract, unjust enrichment, quantum meruit, breach of
bailment, as well as a claim under the Carmack Amendment. Sallah Trucking filed an
answer along with a counterclaim seeking $14,789.73, the amount of the open invoices
TQL used to offset its losses.
{¶ 7} The matter proceeded to a bench trial before a magistrate. The critical issue
at trial was whether McClendon had authority to bind Sallah Trucking to the rate
confirmation.
{¶ 8} TQL presented testimony from Marc Bostwick, the Risk Manager at TQL,
who testified about TQL's business practices, including how TQL conducts its normal
course of business. Bostwick testified and presented evidence that Sallah Trucking
regularly invoiced TQL for loads arranged by McClendon. Bostwick identified Exhibit I,
which was a spreadsheet of information maintained by TQL showing historical load
information between TQL and Sallah Trucking from January 2017 until August 2018. The
exhibit showed that McClendon had arranged 47 of the 96 loads between TQL and Sallah
Trucking between May 2017 and the final (stolen) load arranged in August 2018. It was
not until after the cargo loss that Sallah Trucking asserted McClendon lacked authority to
enter into rate confirmations.
{¶ 9} Sallah Trucking's owner, Momodou, testified that McClendon did not have
authority to bind Sallah Trucking to rate confirmations. However, Momodou
acknowledged that he had a special arrangement where he would pay McClendon $50
for each load McClendon arranged with TQL. Momodou also testified that he was aware
McClendon used the email address SallahIncDispatch@gmail.com from communications
he had with him in the past. Nevertheless, Momodou insisted that McClendon needed to
-3- Clermont CA2023-11-074
secure additional approval from him to bind the company to a rate confirmation.
{¶ 10} The magistrate took the matter under advisement and issued findings of
fact and conclusions of law. The magistrate found that McClendon had apparent authority
to bind Sallah Trucking to rate confirmations, and therefore ruled in favor of TQL. Sallah
Trucking filed objections, which the trial court overruled.1 The trial court found the
magistrate's decision was supported by competent and credible evidence and concluded
that Sallah Trucking was liable for the cargo loss. Sallah Trucking now appeals, raising
one assignment of error for review:
{¶ 11} THE TRIAL COURT ERRED IN OVERRULING SALLAH, INC.'S
OBJECTIONS TO THE MAGISTRATE'S DECISION.
{¶ 12} In its sole assignment of error, Sallah Trucking argues the trial court erred
by finding that McClendon had apparent authority to bind Sallah Trucking to the rate
confirmation. Sallah Trucking's argument is a challenge to the weight of the evidence
presented at trial.
Standard of Review
{¶ 13} The standard of review for a manifest weight challenge in a civil case is
the same as that applied to a criminal case. Dunn v. Clark, 2016-Ohio-641, ¶ 8 (12th
Dist.). In considering a manifest weight challenge, a reviewing court weighs the evidence
and all reasonable inferences, considers the credibility of witnesses and determines
whether in resolving conflicts in the evidence, the finder of fact clearly lost its way and
created a manifest miscarriage of justice warranting reversal. Hacker v. House, 2015-
Ohio-4741, ¶ 21 (12th Dist.).
{¶ 14} "[E]very reasonable presumption must be made in favor of the judgment
1. The trial court modified the damage award slightly after concluding the magistrate had made a miscalculation.
-4- Clermont CA2023-11-074
and the finding of facts." Eastley v. Volkman, 2012-Ohio-2179, ¶ 21. "If the evidence is
susceptible of more than one construction, the reviewing court is bound to give it that
interpretation which is consistent with the * * * judgment." Id. Moreover, "where the
decision in a case turns upon credibility of testimony, and where there exists competent
and credible evidence supporting the findings and conclusions of the trial court, deference
to such findings and conclusions must be given by the reviewing court." Chasteen v. Dix
Road Property Mgt. L.L.C., 2021-Ohio-463, ¶ 43 (12th Dist.).
Apparent Authority
{¶ 15} "In order for a principal to be bound by the acts of its agent under the
guidelines of apparent authority, the evidence must affirmatively show '(1) that the
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[Cite as Total Quality Logistics, L.L.C. v. Sallah, Inc., 2024-Ohio-2529.]
IN THE COURT OF APPEALS
TWELFTH APPELLATE DISTRICT OF OHIO
CLERMONT COUNTY
TOTAL QUALITY LOGISTICS, LLC, :
Appellee, : CASE NO. CA2023-11-074
: OPINION - vs - 7/1/2024 :
SALLAH, INC., :
Appellant. :
CIVIL APPEAL FROM CLERMONT COUNTY COURT OF COMMON PLEAS Case No. 2021 CVH 0167
Anastos Law LLC, and Thomas L. Anastos, for appellant.
Giles & Harper, LLC, and Brian T. Giles, for appellee.
PIPER, J.
{¶ 1} Appellant, Sallah Inc. ("Sallah Trucking"), appeals the trial court's decision
in favor of appellee, Total Quality Logistics (TQL"). For the reasons detailed below, we
affirm.
Factual Background
{¶ 2} TQL is a freight broker that contracts with motor carriers to haul cargo for
its customers. Sallah Trucking, owned by Momodou Sallah, is a motor carrier. The Clermont CA2023-11-074
parties operate under a broker-carrier agreement, which outlines the terms and conditions
of their business relationship. Paragraph four of the broker-carrier agreement provides
for the rates to be mutually agreed upon and reduced to a writing referred to as a "rate
confirmation." It also allows for TQL to offset pending invoices with amounts owed to TQL
for cargo losses.
{¶ 3} The record shows that Sallah Trucking used independent dispatchers to
find loads it could transport for TQL. One such dispatcher was William McClendon
("McClendon"), who also goes by "Bill."
{¶ 4} As relevant here, TQL was contacted by its customer, Nestle, for the
transportation of a load of dry grocery goods from a location in McDonough, Georgia to a
location in Medley, Florida. TQL and Sallah Trucking entered into a written rate
confirmation to transport the load for $1,700. The rate confirmation was signed
electronically by "Bill" (McClendon) on behalf of Sallah Trucking. The rate confirmation
was emailed to Momodou's email address, SallahInc@gmail.com, and to an email
address used by McClendon, SallahIncDispatch@gmail.com. The load was picked up
from the location in McDonough, Georgia by Sallah Trucking's driver, Alan Kennedy, who
signed the bill of lading on behalf of Sallah Trucking. There is no dispute that the tractor
and loaded trailer were stolen sometime thereafter and the cargo did not reach its
intended destination.
{¶ 5} Since delivery was unsuccessful, Nestle submitted a cargo loss claim to
TQL in the amount of $88,944.29. TQL paid Nestle for the cargo loss and in exchange
received a written release and assignment of claims. Pursuant to the terms of the broker-
carrier agreement, TQL offset some of the cargo losses with amounts TQL owed Sallah
Trucking on open invoices. TQL then demanded Sallah Trucking pay it $74,154.56, which
Sallah Trucking refused to do.
-2- Clermont CA2023-11-074
Complaint and Bench Trial
{¶ 6} On February 24, 2021, TQL filed a complaint asserting claims against
Sallah Trucking for breach of contract, unjust enrichment, quantum meruit, breach of
bailment, as well as a claim under the Carmack Amendment. Sallah Trucking filed an
answer along with a counterclaim seeking $14,789.73, the amount of the open invoices
TQL used to offset its losses.
{¶ 7} The matter proceeded to a bench trial before a magistrate. The critical issue
at trial was whether McClendon had authority to bind Sallah Trucking to the rate
confirmation.
{¶ 8} TQL presented testimony from Marc Bostwick, the Risk Manager at TQL,
who testified about TQL's business practices, including how TQL conducts its normal
course of business. Bostwick testified and presented evidence that Sallah Trucking
regularly invoiced TQL for loads arranged by McClendon. Bostwick identified Exhibit I,
which was a spreadsheet of information maintained by TQL showing historical load
information between TQL and Sallah Trucking from January 2017 until August 2018. The
exhibit showed that McClendon had arranged 47 of the 96 loads between TQL and Sallah
Trucking between May 2017 and the final (stolen) load arranged in August 2018. It was
not until after the cargo loss that Sallah Trucking asserted McClendon lacked authority to
enter into rate confirmations.
{¶ 9} Sallah Trucking's owner, Momodou, testified that McClendon did not have
authority to bind Sallah Trucking to rate confirmations. However, Momodou
acknowledged that he had a special arrangement where he would pay McClendon $50
for each load McClendon arranged with TQL. Momodou also testified that he was aware
McClendon used the email address SallahIncDispatch@gmail.com from communications
he had with him in the past. Nevertheless, Momodou insisted that McClendon needed to
-3- Clermont CA2023-11-074
secure additional approval from him to bind the company to a rate confirmation.
{¶ 10} The magistrate took the matter under advisement and issued findings of
fact and conclusions of law. The magistrate found that McClendon had apparent authority
to bind Sallah Trucking to rate confirmations, and therefore ruled in favor of TQL. Sallah
Trucking filed objections, which the trial court overruled.1 The trial court found the
magistrate's decision was supported by competent and credible evidence and concluded
that Sallah Trucking was liable for the cargo loss. Sallah Trucking now appeals, raising
one assignment of error for review:
{¶ 11} THE TRIAL COURT ERRED IN OVERRULING SALLAH, INC.'S
OBJECTIONS TO THE MAGISTRATE'S DECISION.
{¶ 12} In its sole assignment of error, Sallah Trucking argues the trial court erred
by finding that McClendon had apparent authority to bind Sallah Trucking to the rate
confirmation. Sallah Trucking's argument is a challenge to the weight of the evidence
presented at trial.
Standard of Review
{¶ 13} The standard of review for a manifest weight challenge in a civil case is
the same as that applied to a criminal case. Dunn v. Clark, 2016-Ohio-641, ¶ 8 (12th
Dist.). In considering a manifest weight challenge, a reviewing court weighs the evidence
and all reasonable inferences, considers the credibility of witnesses and determines
whether in resolving conflicts in the evidence, the finder of fact clearly lost its way and
created a manifest miscarriage of justice warranting reversal. Hacker v. House, 2015-
Ohio-4741, ¶ 21 (12th Dist.).
{¶ 14} "[E]very reasonable presumption must be made in favor of the judgment
1. The trial court modified the damage award slightly after concluding the magistrate had made a miscalculation.
-4- Clermont CA2023-11-074
and the finding of facts." Eastley v. Volkman, 2012-Ohio-2179, ¶ 21. "If the evidence is
susceptible of more than one construction, the reviewing court is bound to give it that
interpretation which is consistent with the * * * judgment." Id. Moreover, "where the
decision in a case turns upon credibility of testimony, and where there exists competent
and credible evidence supporting the findings and conclusions of the trial court, deference
to such findings and conclusions must be given by the reviewing court." Chasteen v. Dix
Road Property Mgt. L.L.C., 2021-Ohio-463, ¶ 43 (12th Dist.).
Apparent Authority
{¶ 15} "In order for a principal to be bound by the acts of its agent under the
guidelines of apparent authority, the evidence must affirmatively show '(1) that the
principal held the agent out to the public as possessing sufficient authority to embrace the
particular act in question, or knowingly permitted him to act as having such authority, and
(2) that the person dealing with the agent knew of the facts and acting in good faith had
reason to believe and did believe that the agent possessed the necessary authority.'"
Ringhand v. Chaney, 2014-Ohio-3661, ¶ 12 (12th Dist.), quoting Master Consolidated
Corp. v. BancOhio Natl. Bank, 61 Ohio St. 3d 570, 576-577 (1991).
{¶ 16} Following review, we find the trial court's decision is supported by the
manifest weight of the evidence and the trial court did not err by overruling Sallah
Trucking's objections to the magistrate's decision. In the present case, the record showed
that Sallah Trucking used third-party dispatchers, including McClendon, to bind it to rate
confirmations between Sallah Trucking and TQL.2 The exhibit identified by Bostwick
2. Paragraph four of the broker-carrier agreement states:
CARRIER agrees to perform Services for BROKER, under CARRIER's Operating Authority exclusively, at a rate mutually agreed upon in writing in a TQL Rate Confirmation ("Rate Confirmation"), which shall be incorporated into this Agreement.
-5- Clermont CA2023-11-074
showed that McClendon had arranged 47 of the 96 loads between TQL and Sallah
Trucking between May 2017 and the final (stolen) load arranged in August 2018.
{¶ 17} Bostwick testified that after a load is successfully transported, the carrier
submits an invoice to TQL with the terms set forth in the rate confirmation, along with the
bill of lading, and TQL remits payment at that point. TQL does not pay the carrier until
the carrier sends that invoice. Bostwick confirmed that Sallah Trucking was paid for each
load it ran except for the loads used to offset damages for the cargo loss. Thus, Sallah
Trucking had to have known that McClendon was entering into rate confirmations on its
behalf. If Sallah Trucking had not invoiced TQL for the loads arranged by McClendon,
Sallah Trucking would not have been paid for the loads it transported. In other words, the
record showed, at the very least, that Sallah Trucking approved or ratified McClendon's
authority to enter into these rate confirmations.
{¶ 18} Sallah Trucking argued to the contrary claiming that McClendon had no
authority to bind it to rate confirmations. Momodou presented his own testimony.
However, in so doing, Momodou aided TQL's argument by acknowledging the special
arrangement with McClendon and admitting he knew McClendon communicated with the
email address SallahIncDispatch@gmail.com. On appeal, Sallah Trucking raises a
number of conclusory arguments, and reweighs the evidence presented at trial. Sallah
Trucking attempts to discredit Bostwick by claiming Bostwick did not have personal
knowledge of the transactions or interactions between TQL and Sallah Trucking. Sallah
Trucking further argues that there was a deficiency in the evidence and that the trial court
failed to appropriately consider the evidence in light of the test for apparent authority.
{¶ 19} However, we find Sallah Trucking's arguments to the contrary to be
without merit. Bostwick was not required to have firsthand knowledge of any particular
transaction or interaction with Sallah Trucking. Bostwick was testifying about information
-6- Clermont CA2023-11-074
generated by TQL in the ordinary course of business. See Citibank, N.A. v. Ebbing, 2013-
Ohio-4761, ¶ 21 (12th Dist.); Cent. Mtge. Co. v. Bonner, 2013-Ohio- 3876, ¶ 16 (12th
Dist.).
{¶ 20} The evidence showed that Sallah Trucking regularly used dispatchers,
including McClendon, to bind it to rate confirmations. Sallah Trucking had been using
McClendon to enter into rate confirmations since May 2017, lasting until the stolen load
in August 2018. Sallah Trucking was paid for each load it transported, including those
arranged by McClendon, by invoicing TQL after it successfully delivered each load.
Knowing these facts, TQL acted in good faith on the understanding that McClendon had
the necessary authority to bind Sallah Trucking to rate confirmations. If Sallah Trucking
had concerns about McClendon entering into rate confirmations on its behalf, it had ample
opportunities to let TQL know that McClendon possessed no such authority. In fact,
Bostwick testified that TQL has procedures in place should a carrier inform it that it no
longer wanted to do business with certain drivers or dispatchers.
{¶ 21} Sallah Trucking's appeal is merely an attempt to reframe the evidence
submitted in a light more favorable to its claims. However, the trier of fact was in the best
position to observe the witnesses and weigh the credibility of the evidence. Smith-Knabb
v. Vesper, 2023-Ohio-259, ¶ 30 (12th Dist.). In this case, the trial court's decision was
supported by competent and credible evidence. That is, the evidence affirmatively
showed that (1) Sallah Trucking held McClendon out to the public as possessing sufficient
authority to bind Sallah Trucking to rate confirmations, or, at least, knowingly permitted
McClendon to act as having that authority, and (2) TQL knew of the facts and acting in
good faith had reason to believe that McClendon possessed the necessary authority. See
Ringhand, 2014-Ohio-3661 at ¶ 12-16. Accordingly, we find the judgment is supported
by the manifest weight of the evidence and the trial court did not err by overruling Sallah
-7- Clermont CA2023-11-074
Trucking's objections to the magistrate's decision.
{¶ 22} Sallah Trucking raises a second issue for review at the end of its brief
asserting that it is entitled to judgment on its counterclaim. However, because the amount
requested in Sallah Trucking's counterclaim was used to offset the total amount due to
TQL, the trial court appropriately denied the counterclaim. The offsetting of claims was
specifically agreed to, as stated in paragraph four of the broker-carrier agreement.3 See
Godoy v. Total Quality Logistics, L.L.C., 2023-Ohio-4585, ¶ 57 (12th Dist.). Sallah
Trucking's sole assignment of error is overruled.
{¶ 23} Judgment affirmed.
S. POWELL, P.J., and BYRNE, J., concur.
3. Paragraph four of the broker-carrier agreement also states:
Notwithstanding any other provision in this Agreement to the contrary, BROKER may offset against CARRIER's pending invoices for any amounts due to BROKER, including, without limitation, those arising from or related to cargo claims, CARRIER's breach of this Agreement, or CARRIER's indemnity obligations to BROKER or CUSTOMERS.
-8-