The Ohio Court of Appeals has sided with Jack Cleveland Casino LLC in a recent case, upholding the trial court’s decision to dismiss a lawsuit filed by Macron Investment Company. The appellate court found that Macron’s arguments were without merit, and the trial court acted appropriately in its handling of the case.
Background of the Case
In December 2024, Macron Investment Company initiated a shareholder’s derivative action against Jack Cleveland Casino LLC (formerly known as 2115-2121 Ontario Building LLC and Jack Ohio Finance LLC). The lawsuit challenged a real estate transaction that had taken place nearly a decade earlier, based on a court order. Macron’s complaint included several claims, such as recovering real property, declaratory judgment, fraudulent conveyance, monetary damages, and injunctive relief. However, Macron did not provide any supporting documents or affidavits with its initial complaint.
In January 2025, Jack Cleveland Casino LLC responded by filing a motion to dismiss Macron’s complaint. The motion raised several legal issues, including questions of standing, waiver, the statute of limitations, and other matters that, according to Jack LLC, prevented Macron from stating a valid claim. To support its motion, Jack LLC submitted seven exhibits, including public records from the Secretary of State and court filings related to the case.
Macron did not formally respond to Jack LLC’s motion to dismiss, nor did they request additional time to do so. A month later, on February 10, 2025, the trial court granted Jack LLC’s motion to dismiss, stating that Macron’s complaint failed to establish a claim upon which relief could be granted. The court dismissed the complaint “with prejudice,” meaning Macron could not refile the lawsuit.
Macron then appealed the trial court’s decision.
Macron’s Argument on Appeal
Macron’s primary argument on appeal focused on the procedural aspects of the case. They claimed that the trial court should have treated Jack LLC’s motion to dismiss as a motion for summary judgment, essentially giving Macron more time to respond. They contended that because Jack LLC attached exhibits to its motion, the court’s decision was based on matters outside the original complaint, which would require the court to treat the motion as one for summary judgment. Under the rules, this would have given Macron 28 days to respond instead of the usual 14 days for a motion to dismiss. Macron argued the trial court “prematurely” dismissed the case because it did not wait for the longer response period.
The Court’s Ruling and Reasoning
The Court of Appeals rejected Macron’s arguments, upholding the trial court’s decision. The court’s reasoning was based on two key points:
A. Macron Waived Its Argument
The appellate court emphasized that Macron had not raised the issue of converting the motion to dismiss into a motion for summary judgment during the initial proceedings in the trial court. The court noted that because Macron did not file any motions or requests with the trial court to convert the motion to dismiss, it had waived its right to raise the issue on appeal. Appellate courts generally do not consider arguments that were not presented, considered, or decided by the lower court.
The court cited precedent, including the case of *First Rehab. Funding, LLC v. Milton*, stating that an issue not raised in the trial court cannot be raised for the first time on appeal. The court also referenced the case of *Hutcheson v. Ohio Auto. Dealers Assn.*, which held that a party waives any error on appeal if they fail to request a trial court to convert a motion to dismiss to a motion for summary judgment.
The court further explained that a trial court is not obligated to convert a motion to dismiss into a motion for summary judgment unless it considers evidence outside of the original complaint. In this case, the court determined that the trial court could take judicial notice of the public documents and filings submitted by Jack LLC without converting the motion to dismiss. The court also clarified that reviewing documents incorporated into the complaint, even if not physically attached, is permissible under the rules.
In this case, the court found that Macron failed to demonstrate which specific documents, if any, were improperly attached or considered by the trial court. Therefore, the appellate court could not conclude that the trial court had made a plain error by not converting the motion to dismiss.
B. Trial Court Acted Properly
The appellate court also addressed Macron’s claim that the trial court ruled “prematurely.” The court determined that the trial court correctly followed the procedural guidelines. Jack LLC’s motion to dismiss was filed on January 13, 2025, giving Macron 14 days to respond, or until January 27, 2025. Since Macron did not respond by that date, the trial court was free to rule on the motion at any point after the deadline. The trial court issued its ruling on February 10, 2025, well after the response period had expired, and therefore did not act prematurely.
The appellate court cited the case of *Shaker Hts. ex rel. Friends of Horseshoe Lake, Inc. v. Shaker Hts.* to support the trial court’s authority to manage its own proceedings and docket.
Conclusion
The Court of Appeals affirmed the trial court’s decision, dismissing Macron Investment Company’s lawsuit against Jack Cleveland Casino LLC. The court found that Macron had waived its primary argument by not raising it in the lower court and that the trial court had followed the correct procedures in ruling on the motion to dismiss.