[Cite as Weitzel v. Flight Servs. & Sys., Inc., 2025-Ohio-2867.]
COURT OF APPEALS OF OHIO
EIGHTH APPELLATE DISTRICT COUNTY OF CUYAHOGA
ROBERT P. WEITZEL, :
Plaintiff-Appellant, : No. 114644 v. :
FLIGHT SERVICES & SYSTEMS, INC., : ET AL.,
Defendants-Appellants. :
JOURNAL ENTRY AND OPINION
JUDGMENT: AFFIRMED IN PART, REVERSED IN PART, AND REMANDED RELEASED AND JOURNALIZED: August 14, 2025
Civil Appeal from the Cuyahoga County Court of Common Pleas Case No. CV-21-943529
Appearances:
Zagrans Law Firm LLC and Eric H. Zagrans, for appellant.
Tucker Ellis LLP, Lindsey E. Sacher, Melissa Z. Kelly, and Ariana E. Bernard, for appellees Flight Services & Systems, Inc., and Robert Philip Armstrong.
Winter│Trimacco Co., LPA, and Jason D. Winter, for appellees International Total Services, Inc., and Jeanette R. Weitzel. SEAN C. GALLAGHER, J.:
Plaintiff-appellant Robert P. Weitzel (“Weitzel”) appeals the trial
court’s decisions granting partial summary judgment and summary judgment
against him. He also challenges the trial court’s denial of a motion for
reconsideration. Upon review, we reverse the decision granting summary
judgment on Count 1 for breach of a written employment contract in favor of
defendant-appellee Flight Services & Systems, Inc., and we remand the matter
solely on that count and as to that defendant. We otherwise affirm.
On February 1, 2021, Weitzel filed a complaint against defendants-
appellees Flight Services & Systems, Inc. (“FSS”), Robert Philip Armstrong
(“Armstrong”), International Total Services, Inc. (“ITS”), and Jeanette R. Weitzel
(“Jeanette”), as well as other defendants not involved in this appeal.1 Weitzel
raised claims for breach of a written employment contract, wrongful discharge in
violation of public policy, violation of Ohio corporation law, breach of fiduciary
duty, fraudulent misrepresentation and fraud in the inducement, and conversion.
Relative to the rulings challenged on appeal, on March 10, 2021,
appellees and other defendants filed a first motion for partial summary judgment.
They argued the tort claims were time-barred because the statute of limitations
had expired on the face of the verified complaint or, alternatively, had expired as
1 Several defendants were dismissed from the action during the course of the trial-
court proceedings. Defendant Robert A. Weitzel, appellant’s father, passed away during the pendency of the case. to certain defendants who were not parties to an earlier 2018 action that had been
voluntarily dismissed without prejudice less than a year before the filing of this
action. Weitzel opposed the motion. A second motion for partial summary
judgment was filed on February 21, 2022, in which the movants incorporated their
earlier arguments and further argued that “despite [Weitzel’s] assertion of the
discovery rule, the statute of limitations for all of his tort claims expired as to all
defendants long before the filing of the 2018 Action” and that even if the savings
statute applied, the claims would still be time-barred.
On September 15, 2023, the trial court granted partial summary
judgment against Weitzel on all of his tort claims, which were set forth under
Counts 2 through 6 of the complaint. The trial court noted only Count 1, which
asserted breach of a written employment contract, remained pending. Weitzel
later filed a motion for reconsideration of the interlocutory decision granting
partial summary judgment, and that motion was denied by the trial court on
November 20, 2024.
On July 15, 2024, two motions for summary judgment were filed
against Weitzel’s remaining claim for breach of a written employment contract.
Among other arguments, ITS, Jeanette, and Armstrong all maintained they could
not be held liable because they were not parties to Weitzel’s 2006 employment
agreement with FSS. FSS and Armstrong also argued there was no breach of the
2006 Agreement. Weitzel opposed the motions. The trial court granted both
motions on November 20, 2024. Weitzel timely filed this appeal. He raises three assignments of error
for review, under which he challenges the aforementioned rulings.
Under his first assignment of error, Weitzel claims the trial court
erred by granting summary judgment against him on his claim for breach of his
employment contract with FSS. Appellate review of summary judgment is de novo,
governed by the standard set forth in Civ.R. 56. Argabrite v. Neer, 2016-Ohio-
8374, ¶ 14. Summary judgment is appropriate only when “[1] no genuine issue of
material fact remains to be litigated, [2] the moving party is entitled to judgment
as a matter of law, and, [3] viewing the evidence most strongly in favor of the
nonmoving party, reasonable minds can reach a conclusion only in favor of the
moving party.” Id., citing M.H. v. Cuyahoga Falls, 2012-Ohio-5336, ¶ 12.
Weitzel’s claim for breach of contract alleges that the appellees
breached the “written contract of employment between FSS and [Weitzel]” (“the
2006 Agreement”) by “terminating [Weitzel’s] employment with FSS on
January 31, 2014, without cause . . .” and “denying him the continuing
remuneration and benefits to which he was entitled under that agreement.” As
Weitzel asserts on appeal, he “refiled his Complaint for breach of contract against
FSS because it failed to pay the two years’ continuation of salary and benefits to
which he [alleges] he was contractually entitled when he was fired . . . .”
Article II of the 2006 Agreement establishes an at-will employment
relationship and states in part as follows: 2.1 Employment At-Will. The employment relationship between [Weitzel] and [FSS] is at-will. [Each party] shall have the right to terminate the employment relationship at any time and for any reason whatsoever, with or without cause, and without any liability or obligation except as may be expressly provided in this Agreement.
2.2 Notice of Termination. If [FSS] or [Weitzel] desires to terminate [Weitzel’s] employment hereunder, it or he shall do so by giving written notice (subject to the terms of Section 4.1 and 4.2, as applicable) . . . .
Section 4.1 of the 2006 Agreement sets forth FSS’s right to terminate
Weitzel’s employment under the agreement and provides in pertinent part as
follows:
4.1 Company’s Right to Terminate. Company, acting pursuant to an express resolution of the Board of Directors of Company (the “Board of Directors”), shall have the right to terminate [Weitzel’s] employment under this Agreement at any time . . . (iii) for cause, which . . . shall mean [Weitzel’s] gross negligence or willful misconduct in the performance of . . . the material duties and services required of him pursuant to this Agreement; (iv) for [Weitzel’s] material breach of any provision of this Agreement which, if correctable, remains uncorrected for sixty (60) days following receipt by [Weitzel] of written notice by [FSS] of such breach; or (v) for any other reason whatsoever in the sole discretion of the [FSS] Board of Directors[, which amounts to an involuntary termination pursuant to Section 5.4(ii)], provided that [Weitzel] is provided with at least sixty (60) days prior written notice of termination under this Section 4.1(v).
Section 5.1 of the 2006 Agreement sets forth the effect of termination
on compensation and provides in part:
5.1 Effect on Compensation. Upon termination of the employment relationship by [Weitzel] or [FSS], regardless of the reason therefor, all compensation and all benefits to [Weitzel] hereunder shall terminate . . . except that: if such termination shall constitute an Involuntary Termination, then, subject to [certain provisions] (1) [FSS] shall provide [Weitzel] and his eligible dependents with Continuation Coverage (as such term is defined in paragraph 5.4) for the Severance Period (as such term is defined in paragraph 5.4 [in monthly installments over the 24 months immediately following termination.]
In moving for summary judgment on Weitzel’s claim for breach of
contract, ITS and Jeanette asserted that Weitzel had admitted that they are not
liable to him in contract by failing to respond to requests for admissions, and they
also argued that they are not in fact parties to the 2006 Agreement. FSS and
Armstrong argued in their motion that Armstrong cannot be liable because he is
not a party to the 2006 Agreement. They further argued that FSS did not breach
the 2006 Agreement because Weitzel rejected an offer for continued employment
and any alleged termination was “for cause” such that no severance was owed.
Both motions included an alternative argument pertaining to a reduction of
damages by amounts paid to Weitzel following the end of his employment. Similar
arguments are made on appeal.
In opposing summary judgment, Weitzel did not dispute the
absence of a contractual relationship with ITS, Jeanette, or Armstrong. Though
Weitzel claimed in his complaint that ITS should be held liable as FSS’s “parent
corporation,” a parent corporation is generally not liable for the actions of its
subsidiary. See Starner v. Guardian Indus., 143 Ohio App.3d 461, 468 (10th Dist.
2001). Further, Weitzel did not establish any means by which Jeanette, as a
director and/or the corporate secretary for FSS or ITS, or Armstrong, as a director
and/or corporate officer for FSS or ITS, may be held individually liable. Generally,
“‘shareholders, officers, and directors will . . . not be held personally liable for the acts of a corporation.’” LaMusga v. Summit Square Rehab, LLC, 2017-Ohio-6907,
¶ 29 (9th Dist.), quoting Charvat v. Farms Ins. Columbus, Inc., 2008-Ohio-4353,
¶ 21; see also Bizfunds, LLC v. Jetmo, Inc., 2023-Ohio-81, ¶ 30 (8th Dist.); J.D.S.
Properties v. Walsh, 2009-Ohio-367, ¶ 18 (8th Dist.). Weitzel also did not establish
any alternative theory upon which liability could be imposed upon these parties. We
are not persuaded by his argument on appeal for expanding Ohio law to recognize a
cognizable breach-of-contract claim in this matter. We conclude as a matter of law
that ITS, Jeanette, and Armstrong are entitled to summary judgment on this claim.
As to FSS, it is undisputed, and the record shows, that Weitzel and
FSS were parties to the 2006 Agreement. Weitzel’s father, Robert A. Weitzel, as
then chairman and chief executive officer for FSS, executed the agreement for FSS.
Appellant, Robert P. Weitzel, who was president of FSS, signed the agreement as
the “Executive.”
FSS argued in part that any alleged failure to pay severance to
Weitzel was not a breach of the 2006 Agreement because it claimed “FSS did not
terminate Weitzel’s employment as alleged, but instead offered him continued
employment, which Weitzel rejected[.]” As such, FSS maintained that Weitzel
voluntarily chose to end his employment. Weitzel presented evidence showing that
the new employment agreement that he declined to enter was with ITS, not FSS,
and that he was terminated by FSS under the existing 2006 Agreement with FSS.
The record shows that on January 27, 2014, the board of directors of FSS voted to
terminate Weitzel’s employment with FSS and to remove him as president of FSS. He received a letter of termination from corporate counsel for FSS on January 31,
2014, stating his “employment has been terminated for cause” pursuant to the
2006 Agreement between Weitzel and FSS. He then received monthly payments
from FSS for a period of ten months. Viewing the evidence in Weitzel’s favor, we
find that reasonable minds could determine that Weitzel did not voluntarily choose
to end his employment. We find that summary judgment for FSS is not warranted
on this basis.
FSS also argued that any alleged termination under the 2006
Agreement was “for cause,” such that no severance was owed under the terms of
the 2006 Agreement. Pursuant to section 4.1 of the 2006 Agreement, “for cause”
means “[Weitzel’s] gross negligence or willful misconduct in the performance of . . .
the material duties and services required of him pursuant to this Agreement.”
Though the 2006 Agreement defines certain terms, it does not define the terms
“gross negligence” or “willful misconduct.” Absent a definition of those terms in the
2006 Agreement, “the Court must apply the traditional legal definition.” See
Ventech Sols., Inc. v. Ohio AG, 2020-Ohio-476, ¶ 10 (Ct. of Cl.); see also
Developers Diversified Realty v. Coventry Real Estate Fund II, L.L.C., 2012-Ohio-
1056, ¶ 21 (8th Dist.). However, FSS failed to sufficiently set forth an argument
under those terms as they are defined under Ohio law. It is not for this court to
develop arguments for the parties on appeal.
FSS asserted that Weitzel was the president for FSS and his job
duties included building customer relationships and promoting the growth of FSS, yet he engaged in a pattern of conduct that led multiple customers to believe he
was not advancing or representing their interests. According to Armstrong’s
affidavit, Armstrong became aware of key airline and airport customers who
expressed dissatisfaction with Weitzel’s business practices and Weitzel’s
involvement in FSS’s business dealings with those customers. Armstrong provided
examples, and he averred that some customers spoke of their dissatisfaction with
Weitzel, expressed a refusal to deal with Weitzel, and/or refused to award FSS
contracts unless Weitzel was not a part of FSS. FSS asserted that Weitzel’s conduct
harmed FSS’s image with its customers and contributed to FSS’s inability to grow
as a business. Following these complaints, Weitzel was asked to sign a new
employment agreement, which he declined. FSS continued to maintain that
Weitzel was terminated from his employment for cause and that Weitzel’s conduct
at a minimum rose to the level of gross negligence.
Weitzel argued that his termination was not “for cause” under the
terms of the 2006 Agreement, and he provided evidence in support of his claim.
He maintained that the alleged “cause” was a false pretext and that the actual
reason for his discharge was because he had refused an alleged demand of his
father, Robert A. Weitzel, for him to commit perjury in connection with a separate
lawsuit against FSS. According to the verified complaint, Weitzel’s father was the
chief executive officer and chairman of the board of FSS and ITS, a majority
shareholder of ITS, and a director and officer of ITS and FSS. Weitzel also pointed
to his interest in the company and his financial stake in its future success and growth. Additionally, he argued that he was terminated after he refused to accept
a new employment agreement with ITS. We find there is evidence in the record
establishing that there are genuine issues of material fact on the breach-of-contract
claim against FSS.
As argued by Weitzel, in this case, at the very least, the question of
whether Weitzel’s conduct amounts to “gross negligence” and/or “willful
misconduct” under Ohio law and upon the facts of this case is a jury question.
Though FSS claims Weitzel’s termination was for cause pursuant to the 2006
Agreement, when viewing the record in a light most favorable to Weitzel, we find
reasonable minds could find otherwise. Moreover, we do not find FSS established
that it is entitled to judgment as a matter of law on Weitzel’s claim for breach of a
written employment contract. There also remain issues as to whether FSS
breached the 2006 Agreement by failing to pay severance benefits for the period
required and/or by failing to provide 60 days’ prior written notice of termination.
Although the parties raised arguments pertaining to offset or reduction of
damages, we find it would be premature to address those arguments or make any
determination regarding damages herein. However, we note that appellant’s
counsel conceded at oral argument that any potential damages should be reduced
by amounts already paid.
Accordingly, the first assignment of error is sustained only as to the
grant of summary judgment in favor of FSS on Count 1 of the complaint. It is
overruled as to the other appellees. Under his second assignment of error, Weitzel claims the trial court
erred by granting partial summary judgment against him on his tort claims raised
in Counts 3, 4, 5, and 6 of his complaint. Under his third assignment of error, he
claims the trial court erred in denying his motion for reconsideration in relation to
that interlocutory decision. Upon review, we find appellees are entitled to
summary judgment on these claims.
The record reflects that Weitzel initially filed an action on
January 18, 2018. The case was voluntarily dismissed without prejudice pursuant
to Civ.R. 41(A)(1)(a) on February 20, 2020. The current action was filed on
February 1, 2021. Weitzel reasserted his claim for breach of contract against FSS,
which was subject to an eight-year statute of limitations. He also reasserted several
tort claims, but he added a new claim for breach of Ohio corporation law.
According to Weitzel, his tort claims, which are each subject to a four-year statute
of limitations, “arose from actions by the ITS Defendants that deprived Plaintiff, a
minority shareholder of ITS, of the ownership of more than 2,250,000 shares of
ITS stock he [asserts] he actually owned.”
Appellees moved for partial summary judgment on the tort claims.
Among their arguments, they asserted that regardless of application of the savings
statute, which they did not concede, the statute of limitations for all of the tort
claims expired as to all defendants before the filing of the earlier 2018 action. After
the trial court granted partial summary judgment on all the non-contract claims,
Weitzel sought reconsideration of the interlocutory decision and asserted the claims asserted in Counts 3 though 6 of the complaint against ITS, FSS, and
Jeanette, all of whom were parties to the prior action, were not time-barred. The
trial court denied the motion for reconsideration.
Upon our review, we find the savings statute, R.C. 2305.19, does not
apply to the claims asserted against Armstrong, who was not named as a defendant
in the second amended complaint in the 2018 action that was voluntarily dismissed.
See Ralich v. Lowrey, 2002-Ohio-3408, ¶ 18 (9th Dist.); see also Crawford v.
Medina Gen. Hosp., 1997 Ohio App. LEXIS 3744, *6 (9th Dist. Aug. 20, 1997).
Further, with regard to appellant’s new claim for violation of Ohio corporation law,
we recognize that no such claim was alleged in the earlier action, and appellant failed
to sufficiently demonstrate that the savings statute may be invoked for this claim.
Additionally, regardless of any application of the savings statute, as to all the
appellees we find all the tort claims challenged on appeal were not brought within
the applicable statute of limitations. We are not persuaded by any of appellant’s
arguments otherwise.
Count 4 of the complaint is for breach of fiduciary duty. Because this
claim is based on fraud, the discovery rule applies to the claim. See Meehan v.
Mardis, 2019-Ohio-4075, ¶ 15 (1st Dist.). The discovery rule also applies to Count 5
for fraudulent misrepresentation and fraud in the inducement, as well as to Count 6
for conversion. See R.C. 2305.09; Barley v. Fitcheard, 2008-Ohio-6159, ¶ 13 (8th
Dist.). As explained in Barley, The discovery rule requires the occurrence of a “cognizable event” which leads or should lead the plaintiff to believe that he has been injured and thus places him on notice of the need to pursue his remedies. Flowers v. Walker[, 63 Ohio St.3d 546, 549 (1992)]; Kiefer v. Mark Domo, D.D.S., Inc., [2006-Ohio-445 (8th Dist)]. “A plaintiff need not have discovered all the relevant facts necessary to file a claim in order to trigger the statute of limitations. Rather, the ‘cognizable event’ itself puts the plaintiff on notice to investigate the facts and circumstances relevant to her claim in order to pursue her remedies.” Flowers, supra, at 549. It is the constructive knowledge of facts, rather than actual knowledge of their legal significance, that is enough to start the statute of limitations running under the discovery rule. Id.
Id. at ¶ 13.
As to the claims that are based upon fraud, generally, the
determination of when a plaintiff reasonably should have discovered the fraud for
the purposes of commencing the running of the statute of limitations “‘involves
questions of fact that would preclude resolution of the matter by summary
judgment.’” See Figgie v. Figgie, 2025-Ohio-451, ¶ 32 (8th Dist.), quoting
McDougal v. Vecchio, 2012-Ohio-4287, ¶ 17 (8th Dist.); see also Hamilton v. Ohio
Savs. Bank, 70 Ohio St.3d 137, 140 (1994). However, as this court has recognized,
“‘[n]o more than a reasonable opportunity to discover the misrepresentation is
required to start the period of limitations’” and “‘[i]nformation sufficient to alert a
reasonable person to the possibility of wrongdoing gives rise to a party’s duty to
inquire into the matter with due diligence.’” McDougal at ¶ 18, quoting Craggett v.
Adell Ins. Agency, 92 Ohio App.3d 443, 454 (8th Dist. 1993); see also Figgie at ¶ 32.
Further, the “[f]ailure to exercise due diligence when documentary evidence is
available and known to the plaintiff which should put him on notice of fraud does not prevent the running of a fraud statute of limitations.” Zemcik v. Lapine Truck
Sales & Equip. Co., 124 Ohio App.3d 581, 588 (8th Dist. 1997). “‘Once sufficient
indicia of misrepresentation are shown, a party cannot rely on its unawareness or
the efforts of the opposition to lull it into a false sense of security to toll the period
of limitations.’” Id., quoting Craggett at 454. Likewise, “a claim for conversion
must be brought within four years after the date on which plaintiff discovered, or
in the exercise of reasonable care should have discovered, that the property had
been converted.” Barley at ¶ 13, citing R.C. 2305.09.
According to the verified complaint in this matter, Weitzel signed a
2007 Share Exchange Agreement as president and as a shareholder of FSS. That
agreement was declared “void ab initio” as part of a settlement of a lawsuit filed by
another shareholder of ITS. In the fall of 2010, the parties agreed to reinstate the
Share Exchange Agreement retroactively to its original effective date. Weitzel
claims there were alleged discrepancies concerning the number of his ITS shares
in the reinstatement agreement, of which he was aware before he signed the
reinstatement agreement. He nonetheless signed the reinstatement agreement
because, as he maintains, his father needed it for a board meeting and promised to
afterward make changes to correct the number of shares. Weitzel states that he
trusted his father’s word, despite his assertion that his father had asked him to
commit perjury. Weitzel further claims he was unaware that a correction never
occurred until he received a letter on October 1, 2014, regarding the purported corporate redemption of his ITS stock as a result of his prior termination of
employment.
However, appellees provided evidence showing that Weitzel knew of
the alleged discrepancies in the reinstatement agreement in 2010 when he
executed the reinstated agreement; yet he did not inquire thereafter as to whether
the agreement had been changed to reflect the number or percentage of ITS shares
to which he claimed to be entitled. The 2007 Share Exchange Agreement provides
that a “modification or amendment of this agreement is effective only if it is in
writing and executed by all the parties.” Weitzel admitted he never signed any
written document purporting to change the number of shares of ITS he would
receive under the terms of the reinstatement agreement, and he admitted he never
received any document signed by an officer or agent of FSS or ITS purporting to
change the number of shares under the agreement. Also, the record reflects
Weitzel had access to corporate records that would have reflected his shares in ITS.
Thus, to the extent the discovery rule may be applied, appellees
established that the subject tort claims accrued in 2010 and were not timely. As
argued by appellees and supported by the record, “Weitzel knew or should have
known that the alleged promise [by his father] had not been kept” and “he would
have known this fact had he performed the required due diligence.” Weitzel cannot
rely on his own unawareness to establish his claims were not time-barred.
We have reviewed all the arguments raised and the evidence
presented regarding the tort claims challenged on appeal. We find no genuine issues of material fact exist on Counts 3 through 6. In light of the record and
construing the evidence most strongly in Weitzel’s favor, we conclude reasonable
minds can come to but one conclusion with that conclusion being adverse to
Weitzel. We are not persuaded by Weitzel’s arguments otherwise on appeal.
Appellees are entitled to summary judgment on these claims as a matter of law.
Additionally, we do not find the trial court abused its discretion in denying
appellant’s motion for reconsideration of the entry of partial summary judgment.
The second and third assignments of error are overruled.
Upon review, we reverse the decision granting summary judgment
on Count 1 for breach of a written employment contract in favor of FSS, and we
remand the matter solely on that count and as to that defendant. We otherwise
affirm.
It is ordered that appellant and appellee FSS share 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.
______________________ SEAN C. GALLAGHER, JUDGE
EILEEN A. GALLAGHER, A.J., and WILLIAM A. KLATT, J.,* CONCUR
(*Sitting by assignment: William A. Klatt, J., retired, of the Tenth District Court of Appeals.)