[Cite as Innovative Architectural Planners, Inc. v. Ohio Dept. of Adm. Servs., 2024-Ohio-824.]

IN THE COURT OF APPEALS OF OHIO

TENTH APPELLATE DISTRICT

Innovative Architectural Planners, :

Inc., d/b/a IAP Government Services

Group, :

Plaintiff-Appellant, : No. 23AP-116

 (Ct. of Cl. No. 2021-00354JD)

v. :

(REGULAR CALENDAR)

The Ohio Department of Administrative :

Services and the Ohio Facilities

Construction Commission, :

Defendants-Appellees. :

D E C I S I O N

Rendered on March 7, 2024 

On brief: Porter, Wright, Morris & Arthur, LLP, Scott E. 

North, L. Bradfield Hughes, and Spencer C. Meador, for 

appellant. Argued: Scott E. North.

On brief: Dave Yost, Attorney General, Randall W. Knutti,

James E. Rook, and Jerry K. Kasai, for appellees.

Argued: Randall W. Knutti.

APPEAL from the Court of Claims of Ohio

DORRIAN, J.

{¶ 1} Plaintiff-appellant, Innovative Architectural Planners, Inc. (“IAP”), appeals a 

judgment of the Court of Claims of Ohio that granted summary judgment to defendantsappellees, the Ohio Department of Administrative Services (“DAS”) and the Ohio Facilities 

Construction Commission (“OFCC”). For the following reasons, we affirm in part, reverse 

in part, and remand for further proceedings. 
No. 23AP-116 2

I. Facts and Procedural History

{¶ 2} In 2015, after issuing a Request for Competitive Sealed Proposals, DAS 

awarded a third-party administrator contract (“TPA contract”) to IAP. Under the TPA 

contract, state agencies could engage IAP to serve as a third-party administrator for certain 

agency projects. As the TPA contract explained, “[t]he [third-party administrator] serves 

as an intermediary between the agencies and the Contractors [hired to] perform[ ] the work. 

The role of the [third-party administrator] is to: receive task orders from using agencies, 

set up scope meetings with all interested parties, bid and award contracts to Contractors 

and oversee the scope of work, costs and schedules of all awarded projects.” (Pl.’s Memo in 

Opp. to Defs.’ Mot. for Summ. Jgmt., Ex. A.) Typical projects for which IAP could act as a 

third-party administrator included minor construction, interior and exterior finishes, 

mechanicals, plumbing, electrical, fire safety, elevators, HVAC, and roofing. 

{¶ 3} The TPA contract provided that it was available for the use of specific, named 

agencies, including the Ohio Department of Natural Resources, the Ohio Department of 

Rehabilitation and Correction, and the Ohio Department of Agriculture. According to the 

TPA contract, “[t]he agency is eligible to make purchases of the contracted services in any 

amount and at any time as determined by the agency.” (Pl.’s Memo in Opp. to Defs.’ Mot. 

for Summ. Jgmt., Ex. E at 1.)

{¶ 4} A state agency could engage IAP’s services by submitting a task order to IAP. 

Upon receiving the task order, IAP would meet with the agency to determine the scope of 

work the agency needed. IAP would then solicit bids from contractors for the agency’s 

project, review the bids, and negotiate with the contractors. Once the agency selected a 

contractor, IAP would award the project to the contractor. At that point, the agency would 

issue a purchase order to IAP. According to Jennifer Schneider, IAP’s senior vice president, 

a purchase order constituted the contract between IAP and the agency as to the agency’s 

project. After receiving the purchase order, IAP would oversee the contractor’s work on the 

project and pay the contractor the amount due. 

{¶ 5} Pursuant to the TPA contract, the agency receiving IAP’s third-party 

administrator services paid IAP directly for those services. IAP could “not be paid, nor 

[could] the agency be invoiced, for task orders that [did] not result in active projects or for 

projects in which the Contractor [was] not paid for work completed.” (Pl.’s Memo in Opp. 
No. 23AP-116 3

to Defs.’ Mot. for Summ. Jgmt., Ex. A at 21.) IAP interpreted this provision to mean that it 

could not bill the agency for its services until it received a purchase order from the agency. 

Under the TPA contract, IAP was entitled to a payment of 8.5 percent of the total project 

cost. 

{¶ 6} The original term of the TPA contract was from May 30, 2015 to December 31, 

2017. However, the parties renewed the TPA contract for an additional two-year term, 

which extended the term of the contract to December 31, 2019. As the expiration of the 

TPA contract approached, the parties agreed to postpone the termination of the contract 

until March 31, 2020, but only to allow the completion of specific, ongoing projects. 

{¶ 7} According to IAP, beginning in 2016, DAS and OFCC began diverting and 

removing projects from IAP. Schneider explained that “instead of it being the agencies 

deciding whether or not they wanted to use [the TPA] contract, OFCC was now determining 

whether or not the agencies could even come to [IAP].” (Schneider Depo. at 48.) IAP 

contends that DAS and OFCC used a variety of tactics to steer projects away from IAP: 

“OFCC telling OSU that the [TPA] contract was illegal; DAS and OFCC imposing monetary 

thresholds for use of the TPA [contract]; OFCC labeling projects as tasks OFCC alleged were 

outside the [TPA] contract; OFCC taking a project and then sending it back to the state 

agency and avoiding IAP; and OFCC telling state agencies that if agencies used the TPA 

[contract] and the project went before the [C]ontrolling [B]oard that OFCC would blackball 

the project.” (Schneider Depo., Ex. C, Pl.’s Resps. to Def. DAS’ First Interrogs. at 6.) 

{¶ 8} IAP alleges that DAS and OFCC impeded its provision of services under the 

TPA contract at three different stages: (1) DAS and OFCC diverted projects away from IAP 

before the agencies could engage IAP, (2) DAS and OFCC removed projects from IAP after 

IAP had received a task order from an agency but before IAP had received a purchase order, 

and (3) DAS and OFCC cancelled projects after IAP had received a purchase order from an 

agency. The last category—the cancelation of projects after IAP had received a purchase 

order—all occurred in 2016. The other two categories—the diversion and removal of 

projects from IAP—began in 2016 and “[n]ever ended” during the term of the TPA contract. 

(Schneider Depo. at 50.) As Schneider explained, “the cancelation of the projects” began 

and ended in 2016, but “the diversion of projects, the contract steering and all that, that 

continued on through the end of our contract.” (Schneider Depo. at 156.)
No. 23AP-116 4

{¶ 9} On June 28, 2021, IAP filed suit against DAS and OFCC, alleging claims for 

breach of contract, quantum meruit, promissory estoppel, and misrepresentation against 

DAS and a claim for tortious interference with contract against OFCC. DAS and OFCC 

moved to dismiss IAP’s complaint for failure to state a claim pursuant to Civ.R. 12(B)(6). 

IAP failed to respond to the motion to dismiss.

{¶ 10} In a decision issued September 22, 2021, the Court of Claims granted DAS’ 

and OFCC’s motion as to the claims for breach of contract, promissory estoppel, and 

misrepresentation, but denied it as to the claims for quantum meruit and tortious 

interference with contract. Only the court’s ruling on the claim for breach of contract has 

relevance to this appeal. 

{¶ 11} In its complaint, IAP had alleged that its average monthly sales volume was 

$3,710,292 before DAS and OFCC began diverting and removing projects, but $918,499 

after. IAP sought damages for breach of contract in the amount of profit it lost due to the 

diversion and removal of projects. When moving for dismissal, DAS argued that IAP could 

only succeed on its breach-of-contract claim if IAP specified a provision in the TPA contract 

that guaranteed the combined value of the contracts it would administer would exceed 

some minimum value. DAS contended that no such provision existed. The court agreed, 

pointing out the TPA contract stated that “[t]he State makes no representation or guarantee 

that department [sic] will purchase the volume of services as advertised in the Request for 

Proposal.” (Pl.’s Memo in Opp. to Defs.’ Mot. for Summ. Jgmt., Ex. E at 1.) The Request 

for Proposal had informed potential bidders that “[w]hile there is no guarantee of project 

values or volume, the current contract is overseeing projects in excess of $20,000,000.” 

(Pl.’s Memo in Opp. to Defs.’ Mot. for Summ. Jgmt., Ex. A at 3.) The Court of Claims

concluded that “[e]ven if IAP’s allegation that its monthly volume decreased at some point 

is accepted as true, * * * such a decrease in volume does not contradict that, according to 

the Complaint’s allegations, DAS performed its promise to provide IAP with an opportunity 

to provide contracted services without a guarantee of the volume of services as advertised 

in the Request for Proposal.” (Sept. 22, 2021 Decision at 9.) The court, therefore, dismissed 

IAP’s claim for breach of contract.

{¶ 12} On October 5, 2021, IAP moved to amend its complaint. IAP sought to clarify 

its claims and allegations, and to add claims for tortious inference with business relations 
No. 23AP-116 5

and civil conspiracy. Neither DAS nor OFCC opposed this motion. In an entry dated 

October 8, 2021, the Court of Claims granted IAP leave to amend its complaint.

{¶ 13} In the amended complaint filed November 1, 2021, IAP filed five types of 

claims against DAS and OFCC. First, IAP alleged three claims for tortious inference with 

contract: (1) OFCC interfered with the TPA contract, (2) OFCC interfered with the contracts 

IAP made with state agencies to provide its third-party administrator services, and (3) DAS 

interfered with the contracts IAP made with state agencies to provide its third-party 

administrator services. Second, IAP alleged two claims for tortious interference with 

business relations: (1) OFCC interfered with IAP’s prospective business relationships with 

state agencies to provide third-party administrator services, and (2) DAS interfered with 

IAP’s prospective business relationships with state agencies to provide third-party 

administrator services. Third, IAP alleged that DAS and OFCC engaged in a civil conspiracy 

to improperly divert and remove state agency projects from IAP. Fourth, IAP sought to 

recover under quantum meruit for services it provided to DAS. Fifth, IAP alleged that DAS 

breached the TPA contract by not allowing state agencies to determine whether to engage 

IAP’s services.

{¶ 14} After conducting discovery, DAS and OFCC moved for summary judgment. 

IAP opposed that motion. In a judgment issued February 3, 2023, the Court of Claims

granted DAS and OFCC summary judgment on all IAP’s claims.

{¶ 15} In its summary judgment decision, the Court of Claims explained the twoyear statute of limitations set forth in R.C. 2743.16(A) barred all IAP’s claims. To make this 

finding, the court relied on Schneider’s deposition testimony that DAS and OFCC began 

diverting and removing projects from IAP, as well as cancelling projects IAP had with state 

agencies, beginning in 2016. The court thus concluded IAP’s claims accrued, and the 

statute of limitations began to run, in 2016. Therefore, the court reasoned, when IAP 

asserted its claims five years later in 2021, they were all untimely. The court also rejected 

IAP’s request that the court adopt the continuing violation doctrine and find all DAS’ and 

OFCC’s wrongful conduct timely as part of a continual course of conduct. 

{¶ 16} Additionally, the Court of Claims provided alternative grounds for granting 

summary judgment on IAP’s claims. Regarding IAP’s claims for tortious interference, the 

court found that DAS and OFCC established they were justified in interfering with IAP’s 
No. 23AP-116 6

contractual and business relations with the state agencies, and OFCC established that it was 

justified in interfering with the TPA contract. Regarding IAP’s claim for civil conspiracy, 

the court concluded that no conspiracy between DAS and OFCC existed because a state 

cannot conspire with itself, and employees of both DAS and OFCC are agents of the same 

legal entity: the state of Ohio. Regarding IAP’s claim for breach of contract, the court 

concluded it had already dismissed a substantially similar claim on the merits in response 

to DAS’ and OFCC’s Civ.R. 12(B)(6) motion to dismiss. Finally, regarding IAP’s claim for 

quantum meruit, the court concluded DAS established that IAP could not prove that it had 

conferred a benefit on DAS. 

II. Assignments of Error

{¶ 17} IAP now appeals the February 3, 2023 judgment and assigns the following 

five assignments of error:

[I.] The Court of Claims erred in granting summary judgment 

in favor of the Ohio Department of Administrative Services 

(“DAS”) on Appellant Innovative Architectural Planners, Inc. 

(“IAP”)’s breach-of-contract claim on the basis of that court’s 

prior decision granting Appellee’s Rule 12 motion to dismiss 

IAP’s original complaint.

[II.] The Court of Claims erred in holding that R.C. 2743.16’s 

two-year statute of limitations bars all eight of IAP’s claims.

[III.] The Court of Claims erred in holding that DAS and the 

Ohio Facilities Construction Commission (“OFCC”) were 

privileged and/or justified to commit tortious interference with 

IAP’s contract and prospective business relations.

[IV.] The Court of Claims erred in granting summary judgment 

in favor of DAS and OFCC on IAP’s civil conspiracy claim.

[V.] The Court of Claims erred in granting summary judgment 

in favor of DAS on IAP’s alternative claim of quantum meruit 

(unjust enrichment).

III. Standard of Review

{¶ 18} A trial court must grant summary judgment under Civ.R. 56 when the moving 

party demonstrates that: (1) there is no genuine issue of material fact, (2) the moving party 

is entitled to judgment as a matter of law, and (3) reasonable minds can come to but one 

conclusion when viewing the evidence most strongly in favor of the non-moving party, and 
No. 23AP-116 7

that conclusion is adverse to the non-moving party. Hudson v. Petrosurance,Inc., 127 Ohio 

St.3d 54, 2010-Ohio-4505, ¶ 29; Sinnott v. Aqua-Chem, Inc., 116 Ohio St.3d 158, 2007-

Ohio-5584, ¶ 29. Appellate review of a trial court’s ruling on a motion for summary 

judgment is de novo. Hudson at ¶ 29. This means that an appellate court conducts an 

independent review, without deference to the trial court’s determination. Zurz v. 770 W. 

Broad AGA, L.L.C., 192 Ohio App.3d 521, 2011-Ohio-832, ¶ 5 (10th Dist.); White v. 

Westfall, 183 Ohio App.3d 807, 2009-Ohio-4490, ¶ 6 (10th Dist.).

{¶ 19} The party moving for summary judgment bears the initial burden of 

informing the trial court of the basis for the motion and identifying those portions of the 

record that demonstrate the absence of a genuine issue of material fact. Dresher v. Burt, 

75 Ohio St.3d 280, 293 (1996). The moving party does not discharge this initial burden 

under Civ.R. 56 by simply making conclusory allegations. Id. Rather, the moving party 

must affirmatively demonstrate by affidavit or other evidence allowed by Civ.R. 56(C) that 

there are no genuine issues of material fact and the moving party is entitled to judgment as 

a matter of law. Id. If the moving party meets its burden, then the non-moving party has 

a reciprocal burden to set forth specific facts showing that there is a genuine issue for trial. 

Civ.R. 56(E); Dresher at 293. If the non-moving party does not so respond, summary 

judgment, if appropriate, shall be entered against the non-moving party. Dresher at 293.

IV. Tortious Interference with Contract and Business Relations

{¶ 20} To achieve greater clarity in our analysis, we will address IAP’s assignments 

of error out of order. We begin with IAP’s third assignment of error, by which IAP argues 

the Court of Claims erred in granting summary judgment in DAS’ and OFCC’s favor on 

IAP’s claims for tortious interference with contract and tortious interference with business 

relations. We are not persuaded by IAP’s argument.

{¶ 21} A party is liable for tortious interference with contract if the party 

intentionally and improperly interferes with the performance of a contract between another 

and a third person by inducing the third person not to perform the contract, thus causing 

damage. Fred Siegel Co., L.P.A. v. Arter & Hadden, 85 Ohio St.3d 171, 176 (1999). To 

establish a claim for tortious interference with contract, a plaintiff must prove: (1) the 

existence of a contract, (2) the defendant’s knowledge of the contract, (3) the defendant’s 
No. 23AP-116 8

intentional procurement of the contract’s breach, (4) lack of justification, and (5) resulting 

damages. Id. at paragraph one of the syllabus. 

{¶ 22} A claim for tortious interference with business relations differs from a claim 

for tortious interference with contract in that the former claim allows recovery for improper 

interference with prospective contractual relations. Bansal v. Mt. Carmel Health Sys., 10th 

Dist. No. 10AP-1207, 2011-Ohio-3827, ¶ 30; accord One Energy Ents., L.L.C. v. Ohio Dept. 

of Transp., 10th Dist. No. 17AP-829, 2019-Ohio-359, ¶ 73-74 (setting forth the tort as 

defined in 4 Restatement of the Law 2d, Torts, Section 766B (1979)). Thus, to establish a 

claim for tortious interference with business relations, a plaintiff must prove: (1) the 

existence of a business relationship, (2) the defendant’s knowledge of the business 

relationship, (3) the defendant’s intentional action to prevent a contract formation or 

terminate a business relationship, (4) lack of justification, and (5) resulting damages. 

Becker v. Cardinal Health, Inc., 10th Dist. No. 20AP-424, 2021-Ohio-3804, ¶ 27. 

{¶ 23} To demonstrate the fourth element, the plaintiff must present evidence that 

the defendant’s interference with the contract or prospective contract was improper. Fred 

Siegel Co. at paragraph two of the syllabus. Determination of whether a defendant has 

acted improperly requires consideration of the factors set forth in Section 767 of the 

Restatement of the Law (Second) of Torts. Fred Siegel Co. at 178. Those factors are:

(a) the nature of the actor’s conduct,

(b) the actor’s motive,

(c) the interests of the other with which the actor’s conduct 

interferes,

(d) the interests sought to be advanced by the actor,

(e) the social interests in protecting the freedom of action of 

the actor and the contractual interests of the other,

(f) the proximity or remoteness of the actor’s conduct to the 

interference and

(g) the relations between the parties.

4 Restatement of the Law 2d, Torts, Section 767 (1979). Although all these factors must be 

weighed against each other and balanced in arriving at a judgment, “[t]he nature of the 
No. 23AP-116 9

actor’s conduct is a chief factor in determining whether the conduct is improper or not.” Id.

at Comment c. 

{¶ 24} Here, the Court of Claims granted summary judgment because it found that 

a reasonable person would conclude that DAS’ and OFCC’s interference with the contracts 

and prospective contracts was justified. The court determined that DAS and OFCC had a 

privilege to interfere because the General Assembly authorized OFCC to perform the same 

sort of third-party administrator role that IAP performed under the TPA contract, and the 

TPA contract did not require state agencies to engage IAP as the third-party administrator 

for their projects. While these two facts are true, they are a small part of the totality of 

circumstances that the court had to consider in conducting a review of the Section 767 

factors to determine whether DAS and OFCC acted improperly. However, the court failed 

to mention, much less consider, the Section 767 factors. 

{¶ 25} Most importantly, the court never even contemplated the nature of DAS’ and 

OFCC’s conduct. As IAP points out, it presented evidence that DAS and OFCC interfered 

with IAP’s contracts and prospective contracts by means of alleged threats, 

misrepresentations, and conduct that violated the TPA contract. As we stated above, IAP 

avers that “OFCC [told] OSU that the [TPA] contract was illegal; DAS and OFCC impos[ed] 

monetary thresholds for use of the TPA [contract in contravention of the terms of that 

contract]; OFCC label[ed] projects as tasks OFCC alleged were outside the [TPA] contract; 

OFCC [took] [ ] project[s] and [sent them] back to the state agenc[ies] and avoid[ed] IAP; 

and OFCC [told] state agencies that if agencies used the TPA [contract] and the project went 

before the [C]ontrolling [B]oard that OFCC would blackball the project.” (Schneider Depo., 

Ex. C, Pl.’s Resps. to Def. DAS’ First Interrogs. at 6.) This evidence has bearing on the first 

Section 767 factor and it should have affected the court’s summary judgment analysis. The 

court, therefore, erred in concluding that a reasonable person would conclude that DAS’ 

and OFCC’s conduct was justified without considering the Section 767 factors.

{¶ 26} An appellate court, however, may affirm the grant of a summary judgment 

motion on a different basis than that used by the trial court. Ohio Academy of Nursing 

Homes, Inc. v. Ohio Dept. of Job & Family Servs., 10th Dist. No. 20AP-172, 2021-Ohio1414, ¶ 18. “[A] reviewing court should not reverse a correct judgment merely because it is 

based on erroneous reasons.” Stammco, L.L.C. v. United Tel. Co. of Ohio, 136 Ohio St.3d 
No. 23AP-116 10

231, 2013-Ohio-3019, ¶ 51. Consequently, even if a summary judgment ruling is based on 

a legally erroneous analysis of the issues, an appellate court may affirm that judgment if it 

determines that summary judgement is appropriate, albeit for different reasons. Keaton v. 

Gordon Biersch Brewery Restaurant Group, Inc., 10th Dist. No. 05AP-110, 2006-Ohio2438, ¶ 17.

{¶ 27} Here, DAS and OFCC argue IAP cannot recover for any form of tortious 

interference because IAP has not identified an outside third party DAS or OFCC induced to 

breach a contract or sever a business relationship. “Under Ohio law, an action for tortious 

interference may only lie against an outside party to the contract or prospective business 

relationship.” Lundeen v. Smith-Hoke, 10th Dist. No. 15AP-236, 2015-Ohio-5086, ¶ 42; 

accord Julie Maynard, Inc. v. Whatever It Takes Transmissions & Parts, S.D.Ohio No.

3:19-cv-238 (Mar. 16, 2020), quoting Erebia v. Chrysler Plastic Prods. Corp., 891 F.2d 

1212, 1216 (6th Cir.1989) (“Because tortious interference requires interference by a third 

party, ‘[a]n essential element of the tort is interference by someone who is not a party or 

agent of the party to the contract or relationship at issue.’ ”); Dorricott v. Fairhill Ctr. for 

Aging, 2 F.Supp.2d 982, 989 (N.D.Ohio 1998), aff’d, 187 F.3d 635 (6th Cir.1999) (“An 

essential element of the tort is interference by someone who is not a party or agent of the 

party to the contract or relationship at issue.”). As to the claim for tortious interference 

with contract, the reason for this limitation is that holding a party liable for interfering with 

its own contract would convert a breach-of-contract claim into a tort claim. Lundeen at 

¶ 42. As to the claim for tortious interference with business relations, that tort “does not 

exist where the defendant was the source of the business opportunity allegedly interfered 

with.” (Internal quotations and citation omitted.) Id., quoting Pasqualetti v. Kia Motors 

Am., Inc., 663 F.Supp.2d 586, 602 (N.D.Ohio 2009).

{¶ 28} In this case, IAP asserts OFCC interfered with the TPA contract between IAP 

and DAS. A careful reading of the TPA contract, however, shows that the parties to that 

contract are actually IAP and the state of Ohio. We thus will construe IAP’s assertion to be 

that OFCC interfered with IAP’s contract with the state of Ohio. IAP also claims DAS and 

OFCC interfered with IAP’s contracts and prospective contracts with state agencies for IAP 

to serve as a third-party administrator for agency projects. 
No. 23AP-116 11

{¶ 29} In response to IAP’s assertions, DAS and OFCC argue that all of the state 

entities at issue—the state of Ohio, DAS, OFCC, and the nameless state agencies—are all 

really one entity: the state of Ohio. DAS and OFCC, therefore, contend that all IAP’s 

tortious interference claims must fail because IAP fails to allege interference by an entity 

who is not a party to the contracts and business relationships at issue. According to DAS 

and OFCC, IAP essentially claims the state of Ohio interfered with IAP’s contracts and 

business relations with the state of Ohio.

{¶ 30} This court has already addressed the complete degree to which the state of 

Ohio and its agencies, departments, and instrumentalities identify with each other:

The question is whether the different agencies, departments, 

and instrumentalities are all considered to be the State of Ohio 

* * *. We believe that they are. Regardless of which agency is 

acting, it is doing so in order to advance or protect the state’s 

interests—whether by providing for the education of its 

children, by securing retirement funds for its employees and 

teachers, or by building and maintaining safe public 

thoroughfares. The state is not a conglomeration of individual 

actors under a single umbrella entity; it is a single actor playing 

countless roles in order to exercise its power efficiently.

Alternatives Unlimited-Special, Inc. v. Ohio Dept. of Edn., 168 Ohio App.3d 592, 2006-

Ohio-4779, ¶ 46 (10th Dist.).1

{¶ 31} Consequently, each and every state agency, department, and instrumentality 

constitutes the state of Ohio. IAP’s tortious interference claims, therefore, must fail because 

IAP does not name any party that interfered with its contracts and business relationships 

other than the state of Ohio—the other party to those contracts and business relationships. 

1 We recognize that we recently decided a case that could be construed to conflict with the holding of 

Alternatives Unlimited-Special, Inc. In State Bur. of Workers’ Comp. v. Price, 10th Dist. No. 23AP-82, 2023-

Ohio-4395, we considered whether collateral estoppel precluded the Ohio Bureau of Workers’ Compensation 

(“BWC”) from relitigating facts originally agreed to by stipulation during a criminal prosecution in a 

subsequent civil action that the BWC brought against the defendant seeking damages for overbilling. We thus 

had to determine whether the state of Ohio, the prosecuting party in the criminal action, and the BWC, the 

plaintiff in the civil action, were the same parties or privies. We held they were not. Id. at ¶ 20. In doing so, we 

applied the rule that the victim of a crime and the state of Ohio are not in privity when the victim seeks 

damages after a criminal case. Id. at ¶ 21-22. Moreover, we reasoned that although the criminal case named 

the state of Ohio as the prosecuting party, the Franklin County Prosecutor’s Office controlled the litigation of 

the case, including the decision whether to appeal an unfavorable judgment. Id. at ¶ 22. We thus held that due 

to “the lack of privity between the Franklin County Prosecutor’s Office and the BWC, the factual stipulations 

at issue have no preclusive effect.” Id. at ¶ 23. Given the differing facts and issues in Price, we find that case’s 

analysis and outcome distinguishable from and irrelevant to this case. 
No. 23AP-116 12

Accordingly, the Court of Claims did not err in granting DAS and OFCC summary judgment 

on IAP’s tortious interference claims, and we overrule the third assignment of error. 

V. Civil Conspiracy 

{¶ 32} By its fourth assignment of error, IAP argues the court erred in granting 

summary judgment in DAS’ and OFCC’s favor on the claim for civil conspiracy. We 

conclude the court did not err as alleged.

{¶ 33} “The tort of civil conspiracy is a ‘ “a malicious combination of two or more 

persons to injure another in person or property, in a way not competent for one alone, 

resulting in actual damages.” ’ ” Williams v. Aetna Fin. Co., 83 Ohio St.3d 464, 475 (1998), 

quoting Kenty v. Transamerica Premium Ins. Co., 72 Ohio St.3d 415, 419 (1995), quoting 

LeFort v. Century 21-Maitland Realty Co., 32 Ohio St.3d 121, 126 (1987). To establish a 

claim for civil conspiracy, a party must prove: (1) a malicious combination of two or more 

persons, (2) resulting injury to another’s person or property, and (3) the existence of an 

unlawful act independent from the conspiracy itself. Woods v. Sharkin, 8th Dist. No. 

110567, 2022-Ohio-1949, ¶ 103; Walter v. ADT Sec. Sys., Inc., 10th Dist. No. 06AP-115, 

2007-Ohio-3324, ¶ 36.

{¶ 34} No civil conspiracy exists when all the alleged co-conspirators are members 

of the same corporate entity because there are not two separate people to form a conspiracy. 

Gallagher v. Cochran, 8th Dist. No. 109081, 2020-Ohio-4917, ¶ 72; Bays v. Canty, 330 

Fed.Appx. 594 (6th Cir.2009); Nuovo v. Ohio State Univ., 726 F.Supp.2d 829, 845 

(S.D.Ohio 2010). Just as it is not possible for an individual person to conspire with himself, 

it is not possible for a single legal entity consisting of a corporation and its agents to 

conspire with itself. Bays at 594; Dickerson v. Alachua Cty. Comm., 200 F.3d 761, 767 

(11th Cir.2000). This principle, called the intracorporate-conspiracy doctrine, provides 

that:

[A]n agreement between or among agents of the same legal 

entity, when the agents act in their official capacities, is not an 

unlawful conspiracy. * * * The rule is derived from the nature 

of the conspiracy prohibition. Conspiracy requires an 

agreement—and in particular an agreement to do an unlawful 

act—between or among two or more separate persons. When 

two agents of the same legal entity make an agreement in the 

course of their official duties, however, as a practical and legal 

matter their acts are attributed to their principal. And it then 
No. 23AP-116 13

follows that there has not been an agreement between two or 

more separate people.

Ziglar v. Abbasi, 582 U.S. 120, 153 (2017). 

{¶ 35} Courts have applied the intracorporate-conspiracy doctrine to both private 

corporations, as well as public, government entities. Dickerson at 767. Consequently, 

employees of the same city, county, or state are incapable of conspiring together because 

they are all members of the same legal entity. Daudistel v. Silverton, 1st Dist. No. C-130661, 

2014-Ohio-5731, ¶ 45-46 (holding that no conspiracy existed where the alleged coconspirators were the city manager and other municipal employees and elected and 

appointed officials because there were “not two separate ‘people’ to form a conspiracy”);

DeSandre v. Cty. of Oscoda, E.D.Mich. No. 20-12209 (Aug. 27, 2021) (holding that 

employees of two different county departments were employed by the same legal entity for 

purposes of the intracorporate-conspiracy doctrine); K.O. v. United States Immigration & 

Customs Enforcement, 468 F.Supp.3d 350, 369 (D.D.C.2020) (holding that numerous 

courts “have applied the intracorporate conspiracy doctrine to different entities within state 

and local governments”); Ezell v. Wells, N.D.Tex. No. 2:15-CV-00083-J (July 10, 2015) 

(“Most cases involving allegations of a conspiracy among various municipal employees 

have found that those employees were members of a single legal entity—the municipality—

and thus were incapable of conspiring with each other.”); Vlahadamis v. Kiernan, 837 

F.Supp.2d 131, 157 (E.D.N.Y.2011) (“Here, all of the individual defendants are employees of 

the same entity: the Town of Southampton. It matters not that they hail from different 

departments within the Town’s governing structure; they are still covered by the 

[intracorporate-conspiracy] doctrine and therefore any claims that they conspired amongst 

themselves necessarily fails.”); York v. Riley, M.D.Ala. No. 2:09cv1163-MEF (July 15, 

2010), recommendation adopted (Aug. 3, 2010) (governor and other state elected officials 

could not conspire together pursuant to the intracorporate-conspiracy doctrine); McEvoy 

v. Spencer, 49 F.Supp.2d 224, 226 (S.D.N.Y.1999) (“The individual defendants here are 

employees of the defendant City of Yonkers. True, they work for different departments of 

the City, but that is of no more moment in the municipal context than it would be if the 

individual defendants worked for the Mainframe and Personnel Divisions of IBM and were 
No. 23AP-116 14

accused of conspiring with their employer corporation to discriminate against another 

employee.”).

{¶ 36} In this case, IAP alleges that employees of DAS and OFCC conspired together 

to divert and remove state agency projects from IAP. In response, DAS and OFCC assert 

their employees are all employed by a single legal entity: the state of Ohio. DAS and OFCC 

thus argue their employees are incapable of conspiring together. We agree. Under the 

intracorporate-conspiracy doctrine, IAP cannot establish two or more people conspired 

against it because all the alleged co-conspirators were members of the same legal entity. 

Accordingly, we conclude the Court of Claims did not err in granting DAS and OFCC 

summary judgment on IAP’s claim for civil conspiracy, and we overrule the fourth 

assignment of error.

VI. Quantum Meruit

{¶ 37} By its fifth assignment of error, IAP argues the Court of Claims erred in 

granting summary judgment in DAS’ favor on IAP’s claim for quantum meruit. We 

disagree.

{¶ 38} Generally, a party may recover in quantum meruit when it “confers some 

benefit upon another [party] without receiving just compensation for the reasonable value 

of services rendered.” Aultman Hosp. Assn. v. Community Mut. Ins. Co., 46 Ohio St.3d 51, 

55 (1989). A claim for quantum meruit shares the same elements as a claim for unjust 

enrichment, another equitable doctrine. Three-C Body Shops,Inc. v. Nationwide Mut. Fire 

Ins. Co., 10th Dist. No. 16AP-742, 2017-Ohio-1461, ¶ 26; Meyer v. Chieffo, 193 Ohio App.3d 

51, 2011-Ohio-1670, ¶ 37 (10th Dist.). Thus, to recover under quantum meruit, a plaintiff 

must establish: (1) the plaintiff conferred a benefit on the defendant, (2) the defendant 

knew of the benefit, and (3) the defendant’s retention of the benefit would be unjust without 

payment to the plaintiff. Three-C Body Shops, Inc. at ¶ 26; Meyer at ¶ 37.

{¶ 39} In response to DAS’ motion for summary judgment on IAP’s claim for 

quantum meruit, IAP asserted it was entitled to recover in quantum meruit for those 

services it rendered on projects it could not complete because DAS or OFCC removed them 

from IAP before IAP received a purchase order from the agency. IAP alleged it performed 

significant preparatory work on those projects, but it never received any payment for that 

work. The court granted DAS summary judgment on the quantum meruit claim because 
No. 23AP-116 15

Schneider could not explain how IAP’s preparatory work on the projects benefited DAS. 

Without evidence that IAP conferred a benefit on DAS, IAP could not recover in quantum 

meruit. 

{¶ 40} During her deposition, Schneider testified as follows:

Q. Did DAS receive a benefit from [IAP] doing the services 

when projects didn’t go forward?

A. I believe as a result of [IAP] complying with the [TPA] 

contract and not having any problems with our contractual 

relationship prior to that that, yeah, [DAS] received a benefit 

because * * * that's [DAS’] role, they’re administrative services. 

And [DAS’] role is to make life easier * * * for the agencies, and 

that’s why [DAS] put [the TPA] contract out to begin with. So 

they were * * * receiving [a] benefit because the work that they 

wanted to have done on behalf of the agencies was being done.

Q. Except when it wasn’t?

A. But it was.

Q. Well, no, * * * if the projects didn’t go forward * * * how did 

DAS benefit?

A. DAS benefitted because * * * the projects were then taken 

and put out again by another entity.

* * *

A. [DAS] got the work twice * * *.

Q. Did [DAS] use any of the scope of work you performed?

A. I have no idea. I have no idea.

* * *

A. I can’t prove to you or tell you exactly what benefit DAS 

received as a result of the work that was done. But I can tell you 

that contractually, they were obligated to pay us for the work 

that was done. As soon as we received a purchase order, we 

were entitled to our fees. I guess that’s the best way to answer 

it.

(Schneider Depo. at 114-15.) 
No. 23AP-116 16

{¶ 41} Given this testimony, we agree with the Court of Claims that the evidence 

does not establish that IAP’s preparatory work on uncompleted projects conferred any 

benefit on DAS. Schneider ultimately admitted she could not prove or state “exactly what 

benefit DAS received as a result of the work that was done.” (Schneider Depo. at 115.) Based 

on this testimony, the court did not err in granting DAS summary judgment on IAP’s 

quantum meruit claim. Accordingly, we overrule the fifth assignment of error. 

VII. Breach of Contract 

{¶ 42} We now return to IAP’s first assignment of error, by which IAP argues the 

court erred in relying on its dismissal of the breach-of-contract claim as a basis for granting 

summary judgment on the breach-of-contract claim asserted in the amended complaint. 

We agree.

{¶ 43} In granting DAS summary judgment on IAP’s claim for breach of contract, 

the court stated that its dismissal of IAP’s claim for breach of contract operated as an 

adjudication on the merits. The court then concluded that, as a matter of law, DAS was 

entitled to summary judgment in its favor on the claim for breach of contract that IAP 

asserted in its amended complaint. The Court of Claims’ reasoning implies the court 

accorded its dismissal ruling preclusive effect. However, neither the doctrines of res 

judicata nor law of the case renders the dismissal judgment determinative as to summary 

judgment on the breach-of-contract claim.

{¶ 44} The doctrine of res judicata “bars a party from relitigating the same issue or 

claim that has already been decided in a final, appealable order or a valid, final judgment 

in a prior proceeding and could have been raised on appeal in that prior proceeding.” AJZ’s 

Hauling, L.L.C. v. Trunorth Warranty Programs of N. Am., __ Ohio St.3d __, 2023-Ohio3097, ¶ 15. Because interlocutory orders are not final, the doctrine of res judicata does not 

apply to them. Beck-Durell Creative Dept., Inc. v. Imagining Power, Inc., 10th Dist. No. 

02AP-281, 2002-Ohio-5908, ¶ 16. The September 22, 2021 dismissal entry was an 

interlocutory order because it did not resolve all the pending claims and it did not contain 

Civ.R. 54(B) language. See Scott v. First Choice Auto Clinic, Inc., 10th Dist. No. 22AP-157, 

2022-Ohio-3405, ¶ 14, quoting VanDyke v. Columbus, 10th Dist. No. 06AP-1114, 2007-

Ohio-2088, ¶ 8 (“ ‘Without an express determination that there is no just cause for delay, 

any order, that adjudicates fewer than all the claims does not terminate the action.’ ”). 
No. 23AP-116 17

Consequently, res judicata did not bar the litigation of the viability of the amended claim 

for breach of contract on summary judgment. 

{¶ 45} The law-of-the-case doctrine “ ‘provides that the decision of a reviewing court 

in a case remains the law of that case on the legal questions involved for all subsequent 

proceedings in the case at both the trial and reviewing levels.’ ” Hopkins v. Dyer, 104 Ohio 

St.3d 461, 2004-Ohio-6769, ¶ 15, quoting Nolan v. Nolan, 11 Ohio St.3d 1, 3 (1984). Under 

certain circumstances, the law-of-the-case doctrine encompasses a trial court’s adherence 

to its own prior rulings. APCO Industries, Inc. v. Braun Constr. Group, Inc., 10th Dist. No. 

19AP-430, 2020-Ohio-4762, ¶ 37. Specifically, the doctrine gives preclusive effect to a trial 

court ruling that could have been appealed but has been abandoned by a failure to do so. 

Bank One Trust Co., N.A. v. Scherer, 10th Dist. No. 11AP-1140, 2012-Ohio-5302, ¶ 45. 

Here, because IAP could not have appealed the September 22, 2021 dismissal entry given 

its interlocutory character, the law-of-the-case doctrine confers no preclusive effect on that 

entry.

{¶ 46} We thus turn to reviewing whether the trial court erred in finding there were 

no material issues of genuine fact as to the elements of the breach of contract claim, and 

thus, DAS was entitled to judgment as a matter of law on that claim. To establish a claim 

for breach of contract, a plaintiff must prove: (1) the existence of a contract, 

(2) performance by the plaintiff under the contract, (3) breach of the contract by the 

defendant, and (4) damages or loss resulting from the breach. Lucarell v. Nationwide Mut. 

Ins. Co., 152 Ohio St.3d 453, 2018-Ohio-15, ¶ 41; Campbell v. 1 Spring, L.L.C., 10th Dist. 

No. 19AP-368, 2020-Ohio-3190, ¶ 5. A breach of contract occurs when a defendant does 

not perform one or more of the terms of the contract. DN Reynoldsburg, L.L.C. v. 

Maurices, Inc., 10th Dist. No. 20AP-57, 2022-Ohio-949, ¶ 18. Generally, a plaintiff must 

present sufficient evidence to show entitlement to damages in an amount ascertainable 

with reasonable certainty. Natl. Contracting Group, Ltd. v. P&S Hotel Group, Ltd., 10th 

Dist. No. 20AP-144, 2021-Ohio-2940, ¶ 24. 

{¶ 47} In moving for summary judgment, DAS first argued that IAP could not 

establish a breach of the TPA contract. In response, IAP contended that DAS breached the 

provision of the TPA contract that provides “[t]he agency is eligible to make purchases of 

the contracted services in any amount and at any time as determined by the agency.” (Pl.’s 
No. 23AP-116 18

Memo in Opp. to Defs.’ Mot. for Summ. Jgmt., Ex. E at 1.) IAP maintained that DAS 

breached that contractual provision by preventing state agencies from choosing IAP as a 

third-party administrator and by removing projects from IAP after agencies had issued task 

orders to IAP. 

{¶ 48} As we stated before, IAP presented evidence that “OFCC [told] OSU that the 

[TPA] contract was illegal; DAS and OFCC impos[ed] monetary thresholds for use of the 

TPA [contract in contravention of the terms of that contract]; OFCC label[ed] projects as 

tasks OFCC alleged were outside the [TPA] contract; OFCC [took] [ ] project[s] and [sent 

them] back to the state agenc[ies] and avoid[ed] IAP; and OFCC [told] state agencies that 

if agencies used the TPA [contract] and the project went before the [C]ontrolling [B]oard 

that OFCC would blackball the project.” (Schneider Depo., Ex. C, Pl.’s Resps. to Def. DAS’ 

First Interrogs. at 6.) Therefore, IAP has raised a question of fact as to whether DAS has 

impeded the state agencies’ ability to engage IAP as a third-party administrator. Because 

the TPA contract empowers the state agencies to decide whether to hire IAP, DAS’ actions 

could constitute a breach of the TPA contract.

{¶ 49} In moving for summary judgment, DAS also argued that IAP could not prove 

damages arising from the breach of contract. In making this argument, DAS pointed to 

Schneider’s inability to identify, much less value, those projects DAS diverted from IAP 

before the state agencies could engage IAP. Schneider testified she could not say “what 

projects [IAP] didn’t receive because [IAP] didn’t receive them.” (Schneider Depo. at 67.) 

IAP only knew about the diversion of those projects because “there were projects that * * * 

were done by some of [IAP’s] contractors that would have come through [IAP] to be 

procured.” (Schneider Depo. at 66.)

{¶ 50} DAS’ argument, however, ignores that IAP introduced evidence from which 

it could conceivably demonstrate its damages with reasonable certainty. IAP attached to 

its memorandum in opposition to summary judgment two lists, both verified by Schneider. 

Exhibit F listed all projects IAP completed and received payment for pursuant to the TPA 

contract, as well the values of those projects. IAP posited that it could use the information 

contained in exhibit F to calculate the profits it lost because of DAS’ breaches. The second 

list, exhibit G, enumerated those projects that DAS removed from IAP after state agencies 

submitted task orders to IAP. In addition to naming the removed projects, exhibit G also 
No. 23AP-116 19

included the values of the projects. Based on the project values, IAP calculated it lost $3.8 

million in contract fees due to DAS’ alleged breaches. Given this evidence, we determine 

that a question of fact remains as to whether IAP can prove damages for breach of contract.

{¶ 51} In sum, we conclude the Court of Claims erred in granting summary 

judgment on IAP’s claim for breach of contract on grounds that it had dismissed IAP’s 

earlier claim for breach of contract and no questions of fact remained regarding the claim. 

Accordingly, we sustain IAP’s first assignment of error. 

VIII. Statute of Limitations 

{¶ 52} By its second assignment of error, IAP argues the Court of Claims erred in 

finding the statute of limitations barred all eight of its claims. In resolving the previous four 

assignments of error, we have concluded the court did not err in granting summary 

judgment in DAS’ and OFCC’s favor on all claims but IAP’s claim for breach of contract. 

Consequently, the resolution of the previous assignments of error have rendered moot most 

of this assignment of error. We only address whether the court erred in determining that 

the statute of limitations barred IAP’s claim for breach of contract.

{¶ 53} Civil actions against the state “shall be commenced no later than two years 

after the date of accrual of the cause of action or within any shorter period that is applicable 

to similar suits between private parties.” R.C. 2743.16(A). In suits between private parties, 

with certain inapplicable exceptions, a party must bring an action on a written contract 

within six years after the cause of action accrues. R.C. 2305.06. Therefore, the two-year 

statute of limitations contained in R.C. 2743.16(A) applies to IAP’s claim for breach of 

contract.

{¶ 54} Generally, “ ‘[a] cause of action for breach of contract does not accrue until 

the complaining party suffers actual damages as a result of the alleged breach.’ ” Kincaid 

v. Erie Ins. Co., 128 Ohio St.3d 322, 2010-Ohio-6036, ¶ 13, quoting Midwest Specialties,

Inc. v. Firestone Tire & Rubber Co., 42 Ohio App.3d 6 (9th Dist.1988), paragraph one of 

the syllabus. The complaining party’s actual damage typically arises at the time of the 

breach, although not always. Columbus Green Bldg. Forum v. State, 10th Dist. No. 12AP66, 2012-Ohio-4244, ¶ 27.

{¶ 55} In an exception to the general rule of accrual, this court has recognized that a 

claim for breach of contract may accrue after an initial breach where a contract provides for 
No. 23AP-116 20

continuing performance over a period of time. See Agrawal v. Univ. of Cincinnati, 10th 

Dist. No. 16AP-293, 2017-Ohio-8644, ¶ 16; Singleton v. Adjutant Gen. of Ohio, 10th Dist. 

No. 02AP-971, 2003-Ohio-1838, ¶ 22. In Agrawal, we explained:

Where a contract calls for continuous performance, it is 

“capable of a series of ‘partial’ breaches, as well as a single total 

breach by repudiation or by such a material failure of 

performance when due as to go ‘to the essence’ and frustrate 

substantially the purpose for which the contract was agreed to 

by the injured party.” 4 Corbin on Contracts, Ch. 53 § 956 

(1951); see also Won’s Cards, Inc. v. Samsondale/Haverstraw 

Equities, Ltd., 566 N.Y.S.2d 412 (N.Y.App.Div.1991) 

(recognizing continuing breach concept). If the breaches are 

partial and ongoing, each one re-commences the statute of 

limitations such that damages can be awarded beginning “from 

the date calculated by subtracting the limitations period from 

the date of filing.” West Haven v. Commercial Union Ins. Co., 

894 F.2d 540, 546 (2d Cir.1990).

Id. at ¶ 16, quoting Kwan v. Schlein, 441 F.Supp.2d 491, 501 (S.D.N.Y.2006). 

{¶ 56} In other words, under a continuing breach theory of accrual, where a contract 

provides for continuing performance, “ ‘each breach may begin the running of the statute 

[of limitations] anew such that accrual occurs continuously.’ ” Miller v. Metro. Life Ins. 

Co., 979 F.3d 118, 122 (2d Cir.2020), quoting Stalis v. Sugar Creek Stores, Inc., 744 

N.Y.S.2d 586, 587 (N.Y.App.Div.2002); accord Curry v. Trustmark Ins. Co., 600 

Fed.Appx. 877, 880 (4th Cir.2015), quoting Singer Co. v. Baltimore Gas & Elec. Co., 79 

Md.App. 461, 474 (1989) (“ ‘[W]here a contract provides for continuing performance over 

a period of time, each successive breach of that obligation begins the running of the statute 

of limitations anew, with the result being that accrual occurs continuously and a plaintiff 

may assert claims for damages occurring within the statutory period of limitations.’ ”). 

However, this exception to the general rule of accrual is narrow; it only applies where there 

are a series of independent and distinct breaches, not a single breach with continuing harm. 

Phoenix Light SF Ltd. v. Deutsche Bank Natl. Trust Co., 585 F.Supp.3d 540, 577 

(S.D.N.Y.2022); Nuance Communications, Inc. v. Internatl. Business Machines, Inc., 544 

F.Supp.3d 353, 382 (S.D.N.Y.2021). The exception “is a response to the inequities that 

would arise if the expiration of the limitations period following a first breach * * * were 

sufficient to bar suit for any subsequent breach * * *; parties engaged in long-standing 
No. 23AP-116 21

misfeasance would thereby obtain immunity in perpetuity from suit even for recent and 

ongoing misfeasance.” Aryeh v. Canon Business Solutions, Inc., 55 Cal.4th 1185, 1198 

(2013).

{¶ 57} In this case, the parties entered an ongoing contract for the provision of 

third-party administrator services which extended from May 30, 2015 to December 31, 

2019.2 Schneider testified that DAS first breached the TPA contract in 2016 by diverting 

projects from IAP; removing projects from IAP after it had received a task order from an 

agency, but before IAP had received a purchase order; and cancelling projects after IAP had 

received a purchase order from an agency. Regarding the cancelled projects, Schneider 

testified that “the biggest bulk” of the cancellations occurred in April or May 2016 and she 

“[did not] think there were any after 2016.” (Schneider Depo. at 47.) Regarding the 

diversion and removal of projects, Schneider testified that type of interference with the TPA 

contract began in 2016 and “[n]ever ended.” (Schneider Depo. at 50.)

{¶ 58} Thus, IAP has alleged that DAS partially breached the TPA contract—a 

contract that required IAP’s continuous performance—numerous times throughout the 

lifetime of the contract. Each time DAS diverted, removed, or cancelled projects, it allegedly 

partially breached the TPA contract. We conclude that each of those partial breaches began 

the running of the two-year statute of limitations anew. 

{¶ 59} IAP filed its action against DAS on June 28, 2021. The applicable statute of 

limitations is two years. R.C. 2743.16(A). Therefore, under the continuing breach theory 

of accrual, the breaches that occurred within the two-year window between June 28, 2019

and June 28, 2021 gave rise to timely claims. According to the evidence adduced on 

summary judgment, DAS never stopped diverting and removing projects from IAP during 

the lifetime of the TPA contract, and the contract did not end until December 31, 2019. 

Consequently, any breaches that occurred between June 28, 2019 (the date IAP filed its 

complaint) and December 31, 2019 (the date the contract terminated) resulted in claims 

that accrued within the two-year statute of limitations. IAP thus potentially has timely 

claims for breach of contract to pursue.

2 The parties amended the TPA contract to add three months to the end of the contractual term, but only for 

the limited purpose of completing specific projects.
No. 23AP-116 22

{¶ 60} IAP, however, argues this court should apply the continuing violation 

doctrine to allow it to recover for all the breaches it has alleged. The continuing violation 

doctrine differs from the continuing breach theory. Under the continuing breach theory, a 

party may recover for “fresh breaches” committed within the statute of limitations, 

notwithstanding the existence of similar “stale breaches” of the same contract provisions, 

for which the party could not recover because they occurred outside of the statute of 

limitations. Poly-Med, Inc. v. Novus Scientific PTE, Ltd., 841 Fed.Appx. 511, 515 (4th 

Cir.2021). On the other hand, under the continuing violation doctrine, “a course of 

misconduct is not divided into acts occurring inside and outside the limitations period, but 

is instead aggregated into ‘one single violation that, taken as a whole, satisfies the applicable 

statute of limitations.’ ” Id., quoting Hamer v. Trinidad, 924 F.3d 1093, 1100 (10th 

Cir.2019). The continuing violation doctrine effectively tolls the statute of limitations so 

that the plaintiff has a cause of action for any damages suffered from the start of the 

misconduct until the end. Id. at 515-16; Natl. Parks Conservation Assn., Inc. v. Tennessee 

Valley Auth., 480 F.3d 410, 416 (6th Cir.2007), quoting Gandy v. Sullivan Cty., 24 F.3d 

861, 864 (6th Cir.1994) (“ ‘The [continuing violation] doctrine * * * may allow a court to 

impose liability on [a defendant] for acts committed outside the limitations period.’ ”).

{¶ 61} In refusing to apply the continuing violation doctrine to a takings case, the 

Supreme Court of Ohio repeated the observation of the United States Court of Appeals for 

the Sixth Circuit that “ ‘ “[c]ourts have been extremely reluctant to apply this doctrine

outside the context of Title VII.” ’ ” State ex rel. Nickoli v. Erie Metroparks, 124 Ohio St.3d 

449, 2010-Ohio-606, ¶ 31, quoting Natl. Parks Conservation Assn., Inc. at 416, quoting 

LRL Properties v. Portage Metro Hous. Auth., 55 F.3d 1097, 1105 (6th Cir.1995), fn. 3. At 

least two Ohio courts, including this one, have refused to extend the continuing violation 

doctrine to breach-of-contract cases. Cooper v. W. Carrollton, 2d Dist. No. 27789, 2018-

Ohio-2547, ¶ 39, 41; Marok v. Ohio State Univ., 10th Dist. No. 13AP-12, 2014-Ohio-1184, 

¶ 26. We see no reason to deviate from prior precedent, particularly as the equitable 

concerns IAP raises are ameliorated through the application of the continuing breach 

theory. Accordingly, we decline to adopt the continuing violation doctrine and apply it to 

IAP’s claim for breach of contract.
No. 23AP-116 23

{¶ 62} In sum, we conclude the court erred in finding IAP’s claim for breach of 

contract untimely and granting DAS summary judgment as to alleged breaches that 

occurred between June 28and December 31, 2019. We thus sustain IAP’s second 

assignment of error on that ground. We conclude that our resolution of IAP’s other four 

assignments of error renders the remainder of the second assignment of error moot.

IX. Conclusion

{¶ 63} For the foregoing reasons, we sustain the first assignment of error, sustain 

the second assignment of error in part and render it moot in part, and overrule the third, 

fourth, and fifth assignments of error. We affirm the judgment of the Court of Claims of 

Ohio in part and reverse it in part. We remand this matter to that court for further 

proceedings consistent with law and this decision.

Judgment affirmed in part and

reversed in part; cause remanded.

MENTEL, P.J., and BEATTY BLUNT, J., concur.