Two Brothers Market, L.L.C. v. Singh

2025 Ohio 1803

• Court: Ohio Court of Appeals
• Decided: May 21, 2025
• Docket: C-240415
• Status: Published

Opinion

[Cite as Two Brothers Market, L.L.C. v. Singh, 2025-Ohio-1803.]

IN THE COURT OF APPEALS FIRST APPELLATE DISTRICT OF OHIO HAMILTON COUNTY, OHIO

TWO BROTHERS MARKET, LLC, : APPEAL NO. C-240415 TRIAL NO. A-2300016 Plaintiff-Appellee, :

vs. : JUDGMENT ENTRY PERMJIT SINGH, :

and :

HARTAJ DHILLON, INC., :

Defendants-Appellants, :

MALKIT S. VIRDI, :

Defendant. :

This cause was heard upon the appeal, the record, and the briefs. The judgment of the trial court is affirmed for the reasons set forth in the Opinion filed this date. Further, the court holds that there were reasonable grounds for this appeal, allows no penalty, and orders that costs are taxed under App.R. 24. The court further orders that 1) a copy of this Judgment with a copy of the Opinion attached constitutes the mandate, and 2) the mandate be sent to the trial court for execution under App.R. 27.

To the clerk: Enter upon the journal of the court on 5/21/2025 per order of the court.

By:_______________________ Administrative Judge [Cite as Two Brothers Market, L.L.C. v. Singh, 2025-Ohio-1803.]

IN THE COURT OF APPEALS FIRST APPELLATE DISTRICT OF OHIO HAMILTON COUNTY, OHIO

TWO BROTHERS MARKET, LLC, : APPEAL NO. C-240415 TRIAL NO. A-2300016 Plaintiff-Appellee, :

vs. : OPINION PARMJIT SINGH, :

Civil Appeal From: Hamilton County Court of Common Pleas

Judgment Appealed From Is: Affirmed

Date of Judgment Entry on Appeal: May 21, 2025

Blessing & Wallace Law, LLC, and David S. Blessing, for Plaintiff-Appellee,

David S. Donnett, for Defendants-Appellants, OHIO FIRST DISTRICT COURT OF APPEALS

NESTOR, Judge.

{¶1} This dispute arises from an oral contract for the sale of a grocery market.

Defendants-appellants sellers Parmjit Singh and Hartaj Dhillon, Inc., (collectively

“Sellers”) refused to go through with the sale after plaintiff-appellee Two Brothers

Market, LLC, (hereinafter “Two Brothers”) paid a deposit for the sale, ordered

inventory, and managed the market for several weeks. Two Brothers filed suit against

Sellers, asserting various claims, including breach of contract and conversion. The

jury ultimately returned a verdict in favor of Two Brothers and awarded it

compensatory and punitive damages and attorney’s fees. Sellers now appeal to this

court, asserting three assignments of error pertaining to the jury’s damages award and

the trial court’s jury instructions on punitive damages and attorney’s fees. After

reviewing the record and caselaw, we disagree with Sellers that Two Brothers did not

present sufficient evidence to support the jury’s damages award and that the trial

court’s punitive damages and attorney’s fees instructions were contrary to law. Thus,

we affirm the judgment of the trial court awarding damages and attorney’s fees to the

frustrated buyer, Two Brothers.

I. Factual and Procedural History

{¶2} In early August 2022, Sellers and Malkit S. Virdi (who was later

dismissed from this lawsuit) wanted to sell their grocery market (“the market”), and

Two Brothers, an Ohio limited liability company operated by Sabin and Santosh

Adhikari, was an interested buyer. After Two Brothers agreed to purchase the market,

the parties negotiated the details. The parties orally agreed that Two Brothers would

pay a deposit towards the purchase price in the weeks leading up to the closing date,

which consisted of three $10,000 checks, totaling $30,000. They agreed to a total

purchase price of $105,000, with the remainder to be paid at closing on August 31, OHIO FIRST DISTRICT COURT OF APPEALS

2022. On August 12, Two Brothers paid the first portion of the deposit and began

managing the market on a day-to-day basis. Two Brothers continued to do so for the

next several weeks and paid the remaining two portions of the deposit. Beyond these

undisputed facts, the parties’ accounts of the transaction greatly diverge.

{¶3} As Two Brothers managed the market, Jobandeep Singh (a relative of

Parmjit Singh) and a woman who worked at the market deli continued to work at the

market to help Two Brothers with the transition in ownership. Two Brothers claimed

that when it took control of the market, it needed to purchase inventory to fill the

shelves, and that it continued to do so throughout its management of the market.

Sellers claim that Two Brothers purchased inventory, but that the inventory was for

other markets that Two Brothers owned. Additionally, Jobandeep testified that he had

to write several checks from Sellers’ bank account to pay for the deliveries because Two

Brothers’ checks “bounced,” and the vendors requested payment upon delivery.

During its management, Two Brothers allegedly took all daily cash from market

operations. At the same time, all sale proceeds from credit card and “Electronic

Benefit Transfer” (“EBT”) purchases went into Sellers’ bank account.

{¶4} On the closing date, Two Brothers scraped together funds to pay the

remainder of the purchase price ($75,000), but Sellers backed out of the deal. It is

unclear exactly what ensued after Sellers revealed that they were not going through

with the deal, but police were eventually called to the market. Police told the members

of Two Brothers that they needed to vacate the premises and stay away, as Sellers

remained the rightful owners of the market. Two Brothers alleged that Sellers kept

the deposit (which Sellers do not refute), the inventory remaining in the market, and

personal belongings that Two Brothers had left behind in the store. Sellers refused to

return any of the money or items. This refusal and the failure to follow through with

4 OHIO FIRST DISTRICT COURT OF APPEALS

the sale of the market form the foundation of this dispute.

{¶5} Two Brothers filed suit against Sellers and asserted claims for (1) breach

of contract, (2) conversion, (3) civil conspiracy, and (4) unjust enrichment. Virdi was

dismissed from the lawsuit after Two Brothers did not perfect service on him. During

the jury trial, Two Brothers voluntarily dismissed the civil conspiracy claim. The jury

ultimately returned a verdict in favor of Two Brothers, awarding it $42,181.72 in

compensatory damages, $1 in punitive damages, and attorney’s fees in an amount to

be determined by the trial court. The verdict form was a general verdict form and did

not divide the damages between the contract and conversion claims. Upon Two

Brothers’ motion, the trial court determined that Sellers owed Two Brothers a total of

$33,589.53 in attorney’s fees and other costs.

{¶6} Sellers now appeal to this court, asserting three assignments of error.

They first argue that Two Brothers did not meet its burden to prove the compensatory

damages awarded by the jury. In their second and third assignments of error, Sellers

assert that the trial court improperly instructed the jury on punitive damages and the

award of attorney’s fees, arguing that this was purely a commercial contract dispute in

which the agreement had no provision for attorney’s fees.

II. Analysis

A. Two Brothers’ Burden of Proof

{¶7} Without any reference to any of the specific legal elements of Two

Brothers’ claims, Sellers essentially argue that Two Brothers generally did not present

sufficient evidence that it was entitled to the $42,181.72 in compensatory damages that

the jury awarded. We disagree.

{¶8} Under a sufficiency of the evidence standard of review, we must

determine “whether the evidence is legally sufficient to support the judgment as a

5 OHIO FIRST DISTRICT COURT OF APPEALS

matter of law.” (Cleaned up.) (Internal citations omitted.) Lathrop v. Wood Cty. Dog

Warden, 2022-Ohio-480, ¶ 18 (6th Dist.), quoting Eastley v. Volkman, 2012-Ohio-

2179, ¶ 11, quoting State v. Thompkins, 78 Ohio St.3d 380, 386 (1997). If, “‘“after

viewing the evidence in a light most favorable to the prevailing party, the judgment is

supported by competent and credible evidence,”’” then the judgment satisfies the

sufficiency of the evidence standard. Id. at ¶ 19, quoting Henry Cty. Dog Warden v.

Henry Cty. Humane Soc., 2016-Ohio-7541, ¶ 15 (3d Dist.), quoting Edwards v. Knox

Cty. Dog Warden, 2015-Ohio-1320, ¶ 9 (5th Dist.). The verdict only needs to be “‘one

which could be reasonably reached from the evidence.’” Albert v. UPS of America,

Inc., 2016-Ohio-1541, ¶ 4 (8th Dist.), quoting Mtge. Electronic Registration Sys., Inc.

v. Mosley, 2010-Ohio-2886, ¶ 28 (8th Dist.).

{¶9} It is undisputed that Two Brothers gave Sellers three $10,000 checks,

totaling $30,000, as the deposit for the sale. Sellers never refunded this money, which

both parties verified at trial. Furthermore, Two Brothers presented a list of inventories

it purchased (with the associated checks), totaling approximately $18,700. Both

parties stated that all the proceeds from customer credit card and EBT purchases went

directly into Sellers’ bank account, despite the fact that Two Brothers managed the

market during that time. Those credit card and EBT purchases allegedly totaled

approximately $17,000. Lastly, Two Brothers alleged that it purchased a truck for the

operation of the market, which it sold for a loss of $11,000 after the failed sale.

{¶10} Looking at this evidence in a light most favorable to Two Brothers, it

presented more than enough evidence to sufficiently demonstrate that Sellers owed it

$42,18.72. Sellers argue that they spent considerable amounts of money on inventory

before and after Two Brothers’ management stint, that Two Brothers had taken the

cash proceeds at the end of each day (and never returned them), and that any

6 OHIO FIRST DISTRICT COURT OF APPEALS

inventory purchased by Two Brothers was funneled to its other markets. They

highlight this to argue that anything they “owed” Two Brothers should have been offset

by the jury. However, that does not necessarily mean that Two Brothers presented

insufficient evidence to support its claims for damages (and thus, the damages award).

In fact, Two Brothers presented evidence to support damages that far exceeded what

the jury ultimately awarded. Thus, we cannot hold that the jury’s award was

unreasonable or unsupported by sufficient evidence.

{¶11} Accordingly, we overrule Sellers’ first assignment of error.

B. Punitive Damages

{¶12} In Sellers’ second assignment of error, they assert that the trial court

improperly instructed the jury on punitive damages, as the case was solely a

commercial contract dispute. However, this mischaracterizes the claims filed by Two

Brothers.

{¶13} A trial court’s decision to give a particular jury instruction is reviewed

for an abuse of discretion, but “[w]hether [a] jury instruction[] correctly state[s] the

law is a question of law, which we review de novo.” Clark v. Clark, 2025-Ohio-159, ¶

103 (5th Dist.), citing Westfall v. Aultman Hosp., 2017-Ohio-1250 (5th Dist.), and

Thomas v. Chimera, 2023-Ohio-2132 (5th Dist.). Because Sellers argue that the trial

court’s instruction was contrary to law, we review the issue de novo.

{¶14} Sellers correctly acknowledge that “Ohio common law provides that

punitive damages may not be awarded for breach of contract, no matter how willful

the breach.” Lucarell v. Nationwide Mut. Ins. Co., 2018-Ohio-15, ¶ 35, citing Digital

& Analog Design Corp. v. N. Supply Co., 44 Ohio St.3d 36, 46 (1989). Sellers argue

that this case was solely a commercial contract dispute. While the sale contract was at

issue in this case, Two Brothers also asserted other claims, including a conversion

7 OHIO FIRST DISTRICT COURT OF APPEALS

claim (a tort) based upon Sellers’ retention of the deposit, the inventory purchased by

Two Brothers, and Two Brothers’ personal property. “[P]unitive damages ‘“are

recoverable for a tort committed in connection with, but independently of, the breach

of contract . . . .”’” Id. at ¶ 37, quoting Saberton v. Greenwald, 146 Ohio St. 414, 426

(1946), quoting 25 C.J.S., Damages, § 120, at 716.

{¶15} While Sellers argue that the case is solely a commercial contract dispute,

that is not an accurate representation of Two Brothers’ complaint. The complaint

included a conversion claim that went before the jury. Furthermore, Sellers do not

raise any other developed argument regarding the conversion claim to warrant not

instructing the jury on punitive damages. Without any error as to those claims

themselves, Sellers cannot say that the trial court erred in giving its punitive damages

instruction. Two Brothers could recover punitive damages in accordance with its tort

claim, which was independent of its breach of contract claim. Sellers do not assert

any error addressing the jury’s verdict (which inherently included a finding that Sellers

acted maliciously, per the specific instructions), and thus, the jury’s finding that Two

Brothers was entitled to punitive damages. Therefore, the trial court’s instruction on

punitive damages did not run afoul of established law.

{¶16} Accordingly, we overrule Sellers’ second assignment of error.

C. Attorney’s Fees

{¶17} Lastly, Sellers assert that the trial court erred as a matter of law when it

instructed the jury on awarding attorney’s fees. They rest their conclusions on the

argument that attorney’s fees are unwarranted in commercial contract disputes where

there is no provision pertaining to attorney’s fees. We review this issue de novo, as

Sellers challenge “[w]hether [the] jury instruction[] correctly state[d] the law . . . .”

Clark, 2025-Ohio-159, at ¶ 103 (5th Dist.), citing Westfall, 2017-Ohio-1250 (5th Dist.),

8 OHIO FIRST DISTRICT COURT OF APPEALS

and Chimera, 2023-Ohio-2132 (5th Dist.).

{¶18} Sellers correctly highlight that Ohio follows the American Rule for

attorney’s fees, which states that “a prevailing party in a civil action may not generally

recover attorney fees.” Daddario v. Rose, 2024-Ohio-5882, ¶ 96 (5th Dist.). But they

fail to acknowledge that “[a]n exception to the American Rule allows an award of

attorney fees to the prevailing party as an element of compensatory damages when the

jury finds that punitive damages are warranted.” Cruz v. English Nanny & Governess

School, 2022-Ohio-3586, ¶ 36, quoting Phoenix Lighting Group, L.L.C. v. Genlyte

Thomas Group, L.L.C., 2020-Ohio-1056, ¶ 9, citing Zoppo v. Homestead Ins. Co.,

1994-Ohio-461. This is an exception that Ohio has followed “[s]ince the earliest cases

at common law.” Id. at ¶ 37, citing Roberts v. Mason, 10 Ohio St. 277 (1859),

paragraph two of the syllabus. Furthermore, “‘in cases where the act complained of is

tainted by fraud, or involves an ingredient of malice, or insult, the jury, which has

power to punish, has necessarily the right to include the consideration of proper and

reasonable counsel fees . . . .’” Id., quoting Roberts at 282.

{¶19} Here, the trial court instructed the jury in accordance with the exception

to the American Rule. First, in instructing the jury on punitive damages, the trial court

stated that the jury could not award such damages “unless [it found] that the Plaintiff

[] met its burden to prove by clear and convincing evidence that the (A) Defendant’s

actions demonstrated actual malice; or (B) defendant’s actions demonstrated

aggravated or egregious fraud.” (Emphasis added.) Second, as to attorney’s fees, the

trial court instructed the jury that “[i]f [it] decide[d] that the Defendant [was] liable

for punitive damages, [it] must also decide whether the Defendant [was] liable for the

reasonable attorney fees of [Plaintiff’s counsel].” In other words, the trial court

instructed the jury that it may only award attorney’s fees if it first awarded punitive

9 OHIO FIRST DISTRICT COURT OF APPEALS

damages, and in order to award punitive damages, it needed to determine that Two

Brothers demonstrated fraud or malice on the part of Sellers.

{¶20} The jury awarded Two Brothers punitive damages (which, as explained

above, was not contrary to law) and then awarded it attorney’s fees. Thus, the

instruction on attorney’s fees fell squarely within the exception to the American Rule.

Accordingly, we overrule Sellers’ third assignment of error.

III. Conclusion

{¶21} Based on the foregoing analysis, we overrule all three of Sellers’

assignments of error and affirm the judgment of the trial court on all grounds.

Judgment affirmed.

KINSLEY, P.J., and ZAYAS, J., concur.