Total Quality Logistics, L.L.C. v. Johnson , 2023 Ohio 1319 ( 2023 )

[Cite as Total Quality Logistics, L.L.C. v. Johnson, 2023-Ohio-1319.]
IN THE COURT OF APPEALS
TWELFTH APPELLATE DISTRICT OF OHIO
CLERMONT COUNTY
TOTAL QUALITY LOGISTICS, LLC, :
Appellant, : CASE NO. CA2022-09-049
: OPINION
- vs - 4/24/2023
:
CHRISTOPHER M. JOHNSON, et al., :
Appellees. :
CIVIL APPEAL FROM CLERMONT COUNTY COURT OF COMMON PLEAS
Case No. 2021 CVH 0677
Graydon Head & Ritchey LLP, and Daniel J. Knecht, Scott K. Jones, and Alexandra M.
Berry, for appellant.
Luper, Neidenthal & Logan, LPA, and Christopher R. Pettit and Kyle T. Anderson, for
appellees.
PIPER, J.
{¶1} Appellant, Total Quality Logistics, L.L.C. ("TQL"), appeals the decision of the
Clermont County Court of Common Pleas granting a Civ.R. 12(B)(1) motion for dismissal
in favor of appellees, Christopher Johnson, and Patriot Logistics, L.L.C. ("Patriot Logistics")
(collectively, "Appellees"). For the reasons detailed below, we reverse the trial court's
decision and remand this case for further proceedings.
Clermont CA2022-09-049
Preliminary Facts and Procedural History
{¶2} TQL is a third-party logistics company, operating in the freight brokerage
industry. Johnson, a North Carolina resident, is a former employee of TQL. Johnson
worked for TQL from September 2015 to July 23, 2020, in TQL's Charlotte, North Carolina
office.
{¶3} Johnson signed an Employee Non-Compete, Confidentiality, and Non-
Solicitation Agreement (the "Agreement") with TQL. The Agreement prohibited, among
other acts, the misuse of confidential information and the misappropriation of trade secrets.
The Agreement provided a "Restricted Period" "for a period of one (1) year after termination
or cessation" of the employee's employment. Pursuant to the Agreement, TQL may seek
an injunction restraining an employee from violating the Agreement.
{¶4} On June 23, 2020, while still employed with TQL, Johnson formed Patriot
Logistics, a North Carolina limited liability company. Johnson obtained federal brokerage
authority for Patriot Logistics on July 22, 2020, and resigned from TQL the next day, July
23, 2020. TQL contends that Patriot Logistics is wrongfully using confidential information.
TQL alleges that Johnson's actions breached the Agreement and that he had
misappropriated trade secrets.
{¶5} On June 4, 2021, TQL filed a complaint claiming it should be granted
compensatory damages as well as injunctive relief in the Clermont County Court of
Common Pleas. Appellees removed that case to federal court based on diversity
jurisdiction provided in 28 U.S.C. 1332. TQL moved to remand the case to state court,
arguing that the $75,0000 "amount in controversy" requirement was not met. On July 7,
2021, the federal trial court denied TQL's motion to remand after finding that TQL had failed
to make a binding stipulation and that TQL neglected to include the claim for injunctive relief
in the stipulation.
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{¶6} On July 9, 2021, TQL voluntarily dismissed its case pursuant to Fed.R.Civ.P.
41(a)(1)(i). On July 13, 2021, TQL refiled its action in the Clermont County Court of
Common Pleas, asserting substantially the same allegations as in the earlier complaint.
Appellees, again, removed the case to federal court.
{¶7} TQL then moved to remand the case to the Clermont County Court of
Common Pleas. The federal trial court this time determined that TQL filed a binding
stipulation which included the claim for injunctive relief. Based upon receiving the type of
stipulation the federal court previously indicated it needed in order to remand a case, the
federal trial court remanded the case determining it lacked jurisdiction. Total Quality
Logistics, L.L.C. v. Johnson, S.D.Ohio No. 1:21-cv-467, 2021 U.S. Dist. LEXIS 147519, at
*10 (Aug. 5, 2021).
{¶8} Upon remand to Clermont County, Appellees suggested TQL accept $75,000
to settle its claims, which TQL rejected. TQL stated emphatically it was not willing to accept
a settlement unless Johnson was "willing to honor his non-compete." In additional
correspondence, Appellees' counsel represented there had been a "miscommunication."
Appellees' counsel suggested that TQL's "maximum amount" of recovery was $75,000
pursuant to the stipulation previously filed in federal court for jurisdictional purposes.
Appellees' counsel stated it would provide the $75,000 as a tender of payment, not as an
offer of settlement, and insisted that its willingness to tender payment effectively ended the
case. Appellees' counsel then requested TQL's bank information so that it could complete
a wire transfer. Appellees' counsel indicated it would deposit the funds with the Clerk of
Courts if the requested bank information was not received.
{¶9} TQL responded that there was no miscommunication and that concluding the
litigation with a monetary payment was not acceptable "because it failed to include any
injunctive relief." TQL's counsel again rejected any "offer of payment," "tender of payment,"
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or "transfer of payment." Referencing the need for injunctive relief, TQL's position was that
Johnson could not unilaterally decide to "buy out" his restrictive covenant and continue to
use misappropriated confidential information.
{¶10} Appellees then filed a Civ.R. 12(B)(1) motion to dismiss. Appellees claimed
a tender of the $75,000 referenced in TQL's jurisdictional stipulation mooted all TQL's
claims for relief. Appellees argued that with no justiciable issue needing resolution, the trial
court was divested of subject-matter jurisdiction. Following additional briefing, the trial court
found that TQL "stipulated to accept a total recovery of 75,000.00, inclusive of all damages
and injunctive relief" and that once the money was tendered to the Clerk "the matter
becomes moot" rendering it non-justiciable.1 The trial court then entered a final appealable
order dismissing the case with prejudice. TQL now appeals, raising three assignments of
error for review.
{¶11} Assignment of Error No. 1:
{¶12} THE TRIAL COURT ERRED BY CONSTRUING TQL'S JURISDICTIONAL
STIPULATION AS A BINDING AGREEMENT TO ACCEPT A $75,000 CASH PAYMENT
IN LIEU OF INJUNCTIVE RELIEF.
{¶13} Assignment of Error No. 2:
{¶14} THE TRIAL COURT ERRED WHEN IT DISMISSED TQL'S COMPLAINT
BECAUSE IT REQUIRED TQL TO ACCEPT A LEGAL REMEDY IN LIEU OF ITS WELL-
PLEADED REQUEST FOR INJUNCTIVE RELIEF.
{¶15} Assignment of Error No. 3:
1. It is well established that courts only decide "actual controversies" between parties. Forest Hills Local
School Dist. Bd. of Edn. v. Huegel, 12th Dist. Clermont No. CA2002-07-050, 2003-Ohio-3444. "To be
justiciable, a controversy must be grounded on a present dispute, not on a possible future dispute." Kincaid
v. Erie Ins. Co., 128 Ohio St.3d 322, 2010-Ohio-6036, ¶ 17. This also includes considerations, such as
standing and ripeness. 1 Ohio Jurisprudence 3d, Actions, Section 25 (2023). The pivotal issue concerning
justiciability in this case rests upon the trial court's finding of mootness.
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{¶16} THE TRIAL COURT ERRED BY DISMISSING TQL'S CLAIMS FOR LACK
OF SUBJECT MATTER JURISDICTION WITH PREJUDICE.
{¶17} Disposition of TQL's first two assignments of error resolve this appeal and will
be combined for the purposes of discussion. TQL argues the trial court erred by granting
Appellees' motion to dismiss. It maintains that the trial court erroneously concluded that
TQL's claims were moot, thus rendering the matter nonjusticiable. TQL takes exception to
the trial court's determination that TQL agreed to accept a $75,000 payment alone, in lieu
of its request for injunctive relief. Contrary to the trial court's finding, TQL contends that it
never placed a "fair market value" on the injunctive remedy seeking to terminate future
harm. TQL also suggests the trial court was misguided in its contractual interpretation of
the federal jurisdictional stipulation as being akin to a settlement agreement intended to
resolve both the issues of compensatory damages and the injunction to prevent future harm.
Federal Court Proceedings
{¶18} It is worth examining prior proceedings in the context of the issues presently
before this court. As previously noted, Appellees twice removed this matter to federal court
based upon diversity jurisdiction. A party can remove an action from state court if the
federal court to which the action is removed would otherwise have had original jurisdiction.
28 U.S.C. 1441(a). Generally, where the citizenship of the parties is diverse and the amount
in controversy exceeds $75,000, a federal court has jurisdiction to hear the case. 28 U.S.C.
1332(a).
{¶19} It is undisputed a plaintiff is the master of his own complaint; thus, a plaintiff
wishing to avoid removal can sue in state court for less than the jurisdictional amount,
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thereby preventing removal even if the parties are diverse.2 Heyman v. Lincoln Natl. Life
Ins. Co., 781 F. App'x 463, 469 (6th Cir. 2019). "If [plaintiff] does not desire to try his case
in the federal court he may resort to the expedient of suing for less than the jurisdictional
amount, and though he would be justly entitled to more, the defendant cannot remove." St.
Paul Mercury Indem. Co. v. Red Cab Co., 303 U.S. 283, 294, 58 S.Ct. 586 (1938).
{¶20} As noted above, after TQL refiled its complaint, Appellees again removed the
case to federal court and TQL again wanted the case remanded to state court. This time
TQL complied in filing the type of stipulation necessary for the federal court to remand the
matter to Clermont County, being:
STIPULATION
As evidenced by the signatures of counsel for Plaintiff Total
Quality Logistics, LLC ("TQL"), below, TQL hereby stipulates
that the relief it seeks, and will accept, is limited to judgment of
the following in a cumulative amount that is less than
$75,000.00, inclusive of compensatory damages, punitive
damages, attorney's fees, and the fair value of any injunctive
relief:
A. Issue immediate, preliminary, and permanent injunctive relief
prohibiting:
1. Defendant Christopher M. Johnson from any further
violation of the Employee Non-Compete, Confidentiality,
and Non-Solicitation Agreement ("Non-Compete") with
TQL, plus attorney's fees as provided in Section 9(c) of
the Non-Compete;
2. Defendant Christopher M. Johnson and Defendant
Patriot Logistics Services, LLC, from any further
misappropriation of TQL's trade secret information; and
3. Defendant Patriot Logistics Services, LLC, from any
further tortious interference with TQL's business
relations;
2. Federal courts have attempted in various cases to affix dollar values to claims for injunctive relief; however,
assessing a monetary value is problematic as it can be highly speculative. D & R Party, L.L.C. v. Party Land,
Inc., 406 F.Supp.2d 1382, 1384-1385 (N.D.Ga.2005).
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B. Award compensatory damages in favor of TQL in an amount
to be determined at trial in excess of $25,000.00, but less than
$75,000.00, inclusive of any award of punitive damages,
attorney's fees, and the fair value of any injunctive relief;
C. Award punitive damages in favor of TQL in an amount less
than $75,000.00, inclusive of any award of compensatory
damages, attorney's fees, and the fair value of any injunctive
relief;
D. Award attorney's fees as provided in Section 9(c) of the Non-
Compete or as otherwise provided by law, in an amount of less
than $75,000.00, inclusive of any award of compensatory
damages, punitive damages, and the fair value of any injunctive
relief;
E. Court costs, prejudgment interest, and post-judgment
interest; and
F. Any other relief that this Court deems just and proper.
This Stipulation is intended to be unequivocal and binding on
TQL, and it is TQL's intention that this Stipulation be used by the
Court to limit the amount of any award to it.
So stipulated on July 23, 2021.
Federal Trial Court's Decision to Remand
{¶21} The federal trial court found that TQL's stipulation unequivocally stated that it
would only accept judgment for damages "in a cumulative amount that is less than
$75,000.00, inclusive of compensatory damages, punitive damages, attorney's fees, and
the fair value of any injunctive relief." Johnson, 2021 U.S. Dist. LEXIS 147519 at *8
(Emphasis in original).3 Therefore, it remanded the case to state court. Id. at *9. It is
noteworthy the injunctive relief, which sought to prevent the possibility of future harm, was
3. The federal court emphasized that the claim for injunctive relief is included in the stipulation because TQL's
previous attempt to file a stipulation lacked a binding effect and lacked inclusion of the claim for injunctive
relief. Including reference to the claim for injunctive relief made it clear that both claims for relief would be
remanded. The federal court's decision did not assign a monetary value to the claim for injunctive relief and
noted more than once the stipulation restricted damages and did not reference a monetary value going to the
claim for injunctive relief.
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not assigned a specific value. Furthermore, such a decision is not appealable. 28 U.S.C.S.
§ 1447(d); Linton v. Airbus Indus., 30 F.3d 592, 595 (5th Cir. 1994).
State Trial Court's Decision Upon Receiving Remand
{¶22} After the case was remanded, Appellees attempted to tender the $75,000 to
TQL to satisfy both claims for relief within TQL's complaint. TQL however emphatically
declined such tender. Appellees then moved to dismiss TQL's complaint arguing the tender
of $75,000 mooted TQL's claims for relief. Appellees argued there were no justiciable
issues in controversy which meant the trial court lacked subject-matter jurisdiction.4
{¶23} In interpreting the significance of the federal stipulation, the trial court applied
principles of contract law and found that "TQL unequivocally agreed to accept a total of
$75,000.00 as damages in this case." The trial court determined "the maximum amount
[TQL] could walk away from a jury trial is $75,000.00." Such findings may be accurate as
to compensation for the losses TQL had suffered. However, the trial court also construed
the stipulation to mean that TQL specifically agreed to accept $75,000 in total satisfaction
of its claims, including the claim for injunctive relief.
{¶24} Evidently the trial court determined that TQL's request for an equitable remedy
(requesting an order that Appellees refrain from any future misconduct) had to possess a
dollar value. Yet if an order refraining Appellees from causing further harm had been
issued, Appellees' compliance would be presumed and there would be no subsequent
monetary damages. Notably, the trial court made no distinction between past
compensatory damages and the equitable remedy of injunction.
Appeal
4. For federal jurisdiction purposes, TQL asserts that the amount of $75,000 applies to a judgment sought
against each defendant. In other words, separate complaints would have avoided the federal court
jurisdictional requirement and could have been filed against each defendant for $75,000. However, the extent
of compensatory damages available was not litigated below and is better addressed upon remand from this
court.
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Standard of Review
{¶25} "In ruling on a Civ.R. 12(B)(1) motion to dismiss for lack of subject-matter
jurisdiction, the trial court must determine whether the claim raises any action cognizable in
that court." Telhio Credit Union v. Bryant, 10th Dist. Franklin No. 19AP-17, 2019-Ohio-
4866, ¶ 17. Subject-matter jurisdiction involves "'a court's power to hear and decide a case
on the merits and does not relate to the rights of the parties.'" Robinson v. Ohio Dept. of
Rehab. & Corr., 10th Dist. Franklin No. 10AP-550, 2011-Ohio-713, ¶ 5, quoting Vedder v.
Warrensville Hts., 8th Dist. Cuyahoga No. 81005, 2002-Ohio-5567, ¶ 14. "In deciding a
motion to dismiss for lack of subject-matter jurisdiction, the trial court may consider evidence
outside of the complaint." Cerrone v. Univ. of Toledo, 10th Dist. No. 11AP-573, 2012-Ohio-
953, ¶ 5, citing Southgate Dev. Corp. v. Columbia Gas Transm. Corp., 48 Ohio St.2d 211(1976), paragraph one of the syllabus.
{¶26} We conduct a de novo review of a trial decision dismissing a complaint for
lack of subject-matter jurisdiction pursuant to Civ.R. 12(B)(1). Bla-Con Industries, Inc. v.
Miami Univ., 12th Dist. Butler No. CA2006-06-127, 2007-Ohio-785, ¶ 7. "'The issue of
mootness is a question of law,' and therefore this court reviews a trial court's decision finding
a matter to be moot under the de novo standard of review." Telhio at ¶ 18, quoting Tucker
v. Leadership Academy for Math & Science of Columbus, 10th Dist. No. 14AP-100, 2014-
Ohio-3307, ¶ 7.
Mootness and Justiciability
{¶27} The Ohio Constitution limits the original jurisdiction of common pleas courts
to "justiciable matters." Ohio Constitution, Article IV, Section 4(B). A case is moot if it
"'seeks to get a judgment on a pretended controversy, when in reality there is none, or a
decision in advance about a right before it has been actually asserted and contested, or a
judgment upon some matter which, when rendered, for any reason cannot have any
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practical legal effect upon a then-existing controversy.'" State ex rel. Cincinnati Enquirer v.
Hunter, 141 Ohio St.3d 419, 2014-Ohio-5457, ¶ 4, quoting In re L.W., 168 Ohio App.3d 613,
2006-Ohio-644, ¶ 11 (10th Dist.).
{¶28} When a case becomes moot, dismissal of the case is appropriate because
the case no longer presents a justiciable controversy. Siliko v. Miami Univ., 12th Dist. Butler
No. CA2021-12-162, 2022-Ohio-4133, ¶ 33-34; Rithy Properties, Inc. v. Cheeseman, 10th
Dist. Franklin No. 15AP-641, 2016-Ohio-1602, ¶ 14. "An action may be rendered moot
when the litigant receives the relief sought before completion of the lawsuit." Brunner Firm
Co., L.P.A. v. Bussard, 10th Dist. Franklin No. 07AP-867, 2008-Ohio-4684, ¶ 35.
Injunctive Relief
{¶29} An injunction is an extraordinary remedy in equity, and being a creature of
equity, it may not be demanded as a matter of right. Perkins v. Village of Quaker City, 165
Ohio St. 120 (1956), syllabus. "'It is well-established that in order to obtain an injunction,
the moving party must show by clear and convincing evidence that immediate and
irreparable injury, loss or damage will result to the applicant and that no adequate remedy
at law exists.'" Total Quality Logistics, L.L.C. v. Tucker, Albin & Assocs., 12th Dist. Clermont
No. CA2021-06-031, 2022-Ohio-1802, ¶ 27, quoting Middletown v. Butler Cty. Bd. Of Cty.
Commrs., 12th Dist. Butler No. CA94-03-084, 1995 WL 55382, *2 (Feb. 13, 1995).
Injunctive relief may also be available "to the extent that irreparable harm is actually
threatened." Id. Irreparable injury or harm has been defined as "an injury for the redress
of which, after its occurrence, there could be no plain, adequate and complete remedy at
law, and for which restitution in specie (money) would be impossible, difficult or incomplete."
Id.Analysis
{¶30} In the present case, TQL refiled its complaint seeking damages for losses it
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incurred as well as injunctive relief. The Agreement Johnson executed specifically entitled
TQL to both remedies to protect its trade secrets and enforce the Agreement. See Rogers
v. Runfola & Assoc., Inc., 57 Ohio St.3d 5, 9 (1991) (injunctive relief available for breach of
noncompetition agreement); Litigation Mgt. Inc. v. Bourgeois, 8th Dist. Cuyahoga No.
95730, 2011-Ohio-2794, ¶ 9 (injunctive relief available for protection of trade secrets).
{¶31} There is no dispute that TQL provided a stipulation, which is "inclusive of
compensatory damages, punitive damages, attorney's fees, and the fair value of any
injunctive relief." However, the trial court's decision effectively limited TQL to only a partial
remedy. TQL did not state that it would accept money in lieu of injunctive relief. The
"jurisdictional stipulation" does not require that TQL accept a cash-equivalent in
forbearance of an injunction. In other words, the equitable remedy of injunctive relief,
enforcing the Agreement, has no immediate ascertainable monetary value. The harm
caused by wrongfully acquiring and using another's trade secrets and confidential
information is difficult to discover and identify with certainty.
{¶32} Compliance with a court order to refrain from misconduct was the ultimate
goal of the injunction sought. The value of that compliance, in this particular case, has no
dollar value, and is not measurable in dollars. There would only be subsequent damages
associated with an injunction if Appellees later defied the court's order to refrain from
misconduct to the detriment of TQL.
{¶33} In Bourgeois, an employer prevailed at trial on its claim for damages caused
by former employees who breached the terms of nondisclosure and trade secret
agreements. Bourgeois, 2011-Ohio-2794 at ¶ 1. Following a jury trial, the employer was
awarded damages against the defendants. Id. at ¶ 4. Following the verdict, the employer
asked the court to enter a permanent injunction against the individual defendants and
enforce the terms of the noncompetition, no solicitation, and confidentiality agreements. Id.
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at ¶ 5.
{¶34} The trial court refused to enter a permanent injunction believing the employer
did not show that it had suffered an irreparable injury because the employer received money
damages as a result of the defendants' breach of their agreements. Id. at ¶ 6. Therefore,
the trial court found that the employer had been "made whole" and denied the request for
an injunction. Id.
{¶35} The Eighth District reversed. Id. at ¶ 38. In so doing, the Eighth District
distinguished between past and future harm in relation to claims for compensatory damages
and injunctive relief. Id. at ¶ 17. The appellate court stated "[t]he purpose of contract
damages is to compensate the nonbreaching party for the loss suffered as a result of the
breach." Id., citing Lake Ridge Academy v. Carney, 66 Ohio St.3d 376, 381 (1993). On the
other hand, "[t]he purpose of an injunction is to prevent future harm." Id., citing Lemley v.
Stevenson, 104 Ohio App.3d 126, 136 (6th Dist. 1995).
{¶36} The Eighth District highlighted why both compensatory damages and
injunctive relief are necessary in some cases. For example, in a trade secret case, "[i]f
recovery is limited solely to damages, the misappropriator can simply buy the stolen secret."
Id. at ¶ 27. However, "this remedy deprives the holder of the misappropriated information
of its intrinsic value—the secret itself." Id. The court of appeals noted that "[n]oncompetition
agreements are, at bottom, a category of intellectual property regulation because the harm
sought to be avoided is that an employee will know so much about the former employer that
it will give a new and directly competing employer an unfair competitive advantage." Id. at
¶ 32. In either case, an award of injunctive relief is separate and distinct from a calculation
of damages for any loss suffered as a result of a breach of contract. Id. at ¶ 17.
{¶37} In resolving Bourgeois, the court concluded that the trial court essentially
limited the employer to "only half a remedy." Id. at ¶ 28. That is, the Eighth District
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concluded that the trial court erred as a matter of law when it effectively made the employer
"choose between damages or an injunction." Id. Therefore, the appellate court reversed
and remanded the matter for further proceedings.5
{¶38} Similar to the claims made in Bourgeois, TQL was seeking both compensatory
damages and injunctive relief. In other words, TQL was seeking compensation for past
losses and equitable relief to prevent future harm. Id. at ¶ 17. Nevertheless, the trial court
interpreted the stipulation to be an all-encompassing settlement for only money damages.
In applying principles of contract law, the trial court determined that TQL "stipulated to
accept a total recovery of $75,000.00" and that once Appellees tendered that amount, the
matter became moot. Our de novo review finds to the contrary. The request for an
injunction refraining Appellees from causing the threat of future harm is distinct from
compensatory damages already incurred.
{¶39} The trial court erred by dismissing TQL's complaint as moot and finding there
was no controversy needing to be decided. In so doing, we find the Eighth District's decision
in Bourgeois to be persuasive and comparable to the issue pending before this court. As
in Bourgeois, the trial court's decision herein limited TQL to a partial remedy. TQL was not
only seeking monetary damages, but also sought injunctive relief. TQL produced a
stipulation necessary for the purpose of seeking remand from the federal court. However,
it is undeniably clear that the stipulation did not waive injunctive relief or limit TQL to only
monetary damages. As in Bourgeois, TQL is entitled to more than "only half a remedy."
{¶40} In fact, the stipulation provides that TQL was specifically seeking injunctive
5. There was far more factual development in the Bourgeois case than in the case at bar. In Bourgeois, the
appellate court determined that the employer was entitled to a rebuttable presumption of irreparable harm
from the loss of its proprietary information. Id. at ¶ 28. The court also found the trial court abused its discretion
by not granting a permanent injunction to enforce the time remaining on the noncompetition agreements. Id.
at ¶ 37. The record before this court is far more limited because the complaint was dismissed pursuant to
Civ.R. 12(B)(1).
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relief. While TQL's stipulation may have consequences as to actual compensatory
damages, including attorney fees and punitive damages, it does not mean that TQL's
request for an order directing Appellees to comply with the Agreement is moot or non-
justiciable. While sections B, C, and D of the stipulation specifically addresses an "award"
of monetary damages, section A addresses injunctive relief TQL was seeking to
immediately prohibit Appellees from specific conduct alleged to be harming TQL. 6
{¶41} TQL did not "agree to accept" monetary damages as a substitute for its
equitable relief claim. The stipulation does not state, in clear terms or any other, that TQL
would accept $75,000 as a full resolution of both the claim for compensatory damages and
the claim for an injunctive relief prohibiting Appellees from harming TQL in the future. Nor
did the stipulation indicate that TQL intended not to have a trial. The opposite, in fact, is
true, as the stipulation specifically requests that an award of damages "be determined at
trial." The language of the stipulation does not demonstrate an intent to sell its trade secrets
or confidential information. In other words, the stipulation does not suggest that TQL was
assigning a monetary value to the anticipated order arising from an injunction. TQL made
it abundantly clear prior to Appellees' tendering the $75,000, that it was not willing to forego
the equitable relief sought.
{¶42} In determining that TQL's stipulation was a clear contractual agreement to
resolve all claims for $75,000, the trial court stated that "[t]o give TQL $75,000.00 plus
injunctive relief would amount to a double recovery." As addressed in Bourgeois, an award
of compensatory damages and injunctive relief is not a double recovery. TQL is seeking
6. As stated in the stipulation TQL sought to prohibit: "1. Defendant Christopher M. Johnson from any further
violation of the Employee Non-Compete, Confidentiality, and Non-Solicitation Agreement ("Non-Compete")
with TQL, plus attorney's fees as provided in Section 9(c) of the Non-Compete; 2. Defendant Christopher M.
Johnson and Defendant Patriot Logistics Services, LLC, from any further misappropriation of TQL's trade
secret information; and 3. Defendant Patriot Logistics Services, LLC, from any further tortious interference
with TQL's business relations." (Emphasis added).
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compensatory damages to compensate for losses suffered in the past and injunctive relief
to prevent the threat of future harm. Bourgeois, 2011-Ohio-2794 at ¶ 17. Whether TQL is
entitled to any of the relief requested in its complaint remains to be addressed in future
proceedings.7
Conclusion
{¶43} We find that the trial court has subject-matter jurisdiction and that an "actual,
genuine controversy, the decision of which can definitely affect existing legal relations,"
exists in this case. Telhio, 2019-Ohio-4866 at ¶ 27. Therefore, it was an error to dismiss
TQL's complaint for the reasons previously expressed.
{¶44} TQL did not receive the equitable relief sought by virtue of Appellees' tender
of $75,000 for damages. See Brunner Firm Co., 2008-Ohio-4684 at ¶ 35 (stating that an
action may be rendered moot when a litigant receives the relief sought). Furthermore, TQL
is entitled to have an award of damages decided at trial should the parties not resolve the
issue of damages. The extent to which damages are restricted pursuant to the stipulation
is a matter for the trial court's determination once the issue is fully briefed and submitted to
the trial court. However, even if the issue of damages is resolved, the issue of injunctive
relief remains to be decided.
{¶45} The outcome of this appeal concerns only the issue of mootness and
justiciability as affecting subject-matter jurisdiction, and we make no determination on the
merits of TQL's claims raised in its complaint. Therefore, we sustain TQL's first and second
assignments of error and remand this matter to the trial court for further proceedings. Based
on resolution of TQL's first and second assignments of error, we find TQL's third assignment
7. Bourgeois correctly highlighted that both damages and injunctive relief are necessary in some cases due
to concerns that an opposing party could simply "buy" a stolen secret. Id. at ¶ 27. An offending defendant
cannot simply "buy" the misappropriated competitive advantage.
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of error to be moot and it need not be considered.
{¶46} Judgment reversed and remanded.
HENDRICKSON, P.J., and BYRNE, J., concur.
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