Vandercar, L.L.C. v. Port of Greater Cincinnati Dev. Auth.

[Cite as Vandercar, L.L.C. v. Port of Greater Cincinnati Dev. Auth., 2022-Ohio-3148.] IN THE COURT OF APPEALS FIRST APPELLATE DISTRICT OF OHIO HAMILTON COUNTY, OHIO VANDERCAR, LLC, : APPEAL NOS. C-210643 C-210665 Plaintiff-Appellee/Cross- : C-220130 Appellant, TRIAL NO. A-200900 : vs. : O P I N I O N. THE PORT OF GREATER CINCINNATI DEVELOPMENT : AUTHORITY, : Defendant-Appellant/Cross- Appellee. : Civil Appeals From: Hamilton County Court of Common Pleas Judgments Appealed From Are: Affirmed in Part, Reversed in Part, and Cause Remanded Date of Judgment Entry on Appeal: September 9, 2022 Taft Stettinius & Hollister LLP, W. Stuart Dornette, Russell S. Sayre and Beth A. Bryan, for Plaintiff-Appellee/Cross-Appellant, Calfee, Halter & Griswold LLP, Mitchell G. Blair, Matthew A. Chiricosta and David T. Bules, for Defendant-Appellant/Cross-Appellee. OHIO FIRST DISTRICT COURT OF APPEALS MYERS, Presiding Judge. {¶1} The deterioration of the Millennium Hotel in downtown Cincinnati had long been an obstacle to the city’s efforts to attract convention business. In 2019, Vandercar, LLC, entered into a $36 million purchase contract with the hotel’s former owners in order to facilitate the redevelopment of the hotel “as a four-star (or better) convention center hotel.” Several months later, Vandercar assigned its interest in the contract to the Port of Greater Cincinnati Development Authority (“the Port”) in exchange for two potential fees totaling $7.5 million. The Port acquired the hotel property and paid Vandercar one of its potential fees, in the amount of $2.5 million. However, although demolition on the Millennium Hotel was completed in 2022, the dust has not yet settled on the parties’ dispute over the Port’s obligation to pay Vandercar the second fee of $5 million. {¶2} Vandercar sued the Port for breach of contract and bad faith, claiming it was owed additional fees when the Port issued revenue bonds that included funds for demolition of the hotel and other activities that Vandercar claimed were for redevelopment. The trial court granted summary judgment in Vandercar’s favor on its breach-of-contract claim in the amount of $5 million, but denied its motion for prejudgment interest. The court granted the Port’s motion for partial judgment on the pleadings on Vandercar’s bad-faith claim. Both parties have appealed. {¶3} Because we find that the contract is clear and unambiguous in requiring the Port to pay Vandercar its $5 million fee, we affirm the trial court’s grant of summary judgment in favor of Vandercar on its breach-of-contract claim. And because prejudgment interest cannot be assessed against the Port as an arm of the state in the absence of statutory or contractual authority, we affirm the trial court’s denial of Vandercar’s motion for prejudgment interest. Finally, because Vandercar’s 2 OHIO FIRST DISTRICT COURT OF APPEALS bad-faith claim was subsumed in its breach-of-contract claim, we hold that the trial court properly dismissed the bad-faith claim as a separate, stand-alone cause of action. However, because we find that Vandercar has alleged that the Port acted in bad faith, we reverse the trial court’s granting of judgment on the pleadings as to …

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