IN THE UNITED STATES DISTRICT COURT

FOR THE SOUTHERN DISTRICT OF OHIO

WESTERN DIVISION AT DAYTON

WILLIAM COLLINS, et al., : Case No. 3:18-cv-191

:

Plaintiffs, : Judge Thomas M. Rose

 :

v. :

: 

THE STABLE BAR, LLC, et al., :

:

Defendants. :

______________________________________________________________________________

ENTRY AND ORDER DENYING PLAINTIFFS’ MOTION TO DISMISS 

YOSHIKO GILLETTE’S COUNTERCLAIM (DOC. 11)

______________________________________________________________________________

This case is before the Court on the Motion to Dismiss (Doc. 11) filed by Plaintiffs 

William and Eva Collins (individually, “William” and “Eva,” and together, “Plaintiffs”). 

Plaintiffs brought this action against Defendants The Stable Bar, LLC (“Stable Bar”), Jell’s 

Sports Grill, LLC (“Jell’s”), and Yoshiko Gillette, the sole owner of both Stable Bar and 

Jell’s, for unpaid wages allegedly owed under the Fair Labor Standards Act (“FLSA”), 29 

U.S.C. § 2901, et seq., and Ohio Minimum Wage Standards Act, Ohio Rev. Code 4111 

(“Chapter 4111”). With her Answer to the Complaint, Gillette filed a Counterclaim 

alleging that Plaintiffs breached a contract to purchase Stable Bar for $300,000, with a 

$50,000 down payment. In the instant Motion to Dismiss, Plaintiffs argue that Gillette’s 

counterclaim should be dismissed for failure to state a claim upon which relief may be 

granted under Federal Rule of Civil Procedure 12(b)(6). For the reasons below, the Court 

DENIES the Motion to Dismiss.
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I. BACKGROUND

As alleged in the Complaint, Plaintiffs began working for Gillette at Stable Bar in 

December 2016. (Doc. 1 at ¶ 15.) William worked as a manager and Eva was a bartender 

and server. (Id. at ¶ 16, 19.) In February and March 2017, William also worked as a 

manager at Jell’s. (Id. at ¶ 18.) Plaintiffs allege that Defendants Gillette, Stable Bar and 

Jell’s never compensated them for the hours that they worked. (Id. at ¶ 21-22.) Plaintiffs 

terminated their employment with Defendants in January 2018. (Id.)

As alleged in Gillette’s Counterclaim, Plaintiffs asked to purchase Stable Bar in 

June 2017. (Doc. 10 at ¶ 47.) Gillette claims that Plaintiffs agreed to a purchase price of 

$300,000, with a $50,000 down payment. (Id. at ¶ 48.) In September 2017, Plaintiffs 

assumed all management of Stable Bar, also a part of their alleged agreement with 

Gillette, and began representing to vendors and employees that they were the new 

owners. (Id. at ¶ 49.) Gillette alleges that Plaintiffs also assumed control of payroll, 

vendor orders and the Stable Bar Facebook account—where it announced that they were 

the new owners. (Id. at ¶ 50.) In the Fall of 2017, Gillette asked Plaintiffs to make the 

$50,000 down payment per their agreement. (Id. at ¶ 51.) Gillette claims that text 

messages between the parties confirm that, at this time, Plaintiffs intended to complete 

the purchase of the business. (Id.) When Gillette did not receive the down payment, she 

investigated and determined that payroll and vendors were being paid cash and no 

records of Stable Bar’s finances were being kept. (Id. at ¶ 52.)
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On January 8, 2018, Gillette texted a message to William that she was going to take 

over running the bar until the sale was completed because “ultimately, it is my 

responsibility.” (Id. at ¶ 53.) William replied, “A lot to discuss if that will be my choice 

still. I can not run a place after you run it in the ground again.” (Id. at ¶ 54.) Plaintiffs 

never purchased Stable Bar from Gillette. Gillette alleges that Plaintiffs breached an oral 

agreement to purchase Stable Bar, which has caused her damages. (Id. at ¶ 55.) 

II. MOTION TO DISMISS STANDARD UNDER RULE 12(b)(6)

Federal Rule of Civil Procedure 8(a)(2) requires that a complaint contain a “short 

and plain statement of the claim showing that the pleader is entitled to relief.” While this 

Rule “does not require ‘detailed factual allegations’ . . . it demands more than an 

unadorned, the-defendant-unlawfully-harmed-me accusation.” Ashcroft v. Iqbal, 556 U.S. 

662, 678 (2009) (citing Bell Atl. Corp. v. Twombly, 550 U.S. 544, 555 (2007)).

To survive a Rule 12(b)(6) motion to dismiss, a complaint must contain sufficient 

factual allegations “to state a claim to relief that is plausible on its face.” Iqbal, 556 U.S. at

697 (2009), quoting Twombly, 550 U.S. 544, 547 (2007). A claim is facially plausible when 

it includes “factual content that allows the court to draw the reasonable inference that the 

defendant is liable for the misconduct alleged.” Iqbal, 556 U.S. at 678. This standard is 

not the same as a probability standard, but “asks for more than a sheer possibility that a 

defendant has acted unlawfully.” Id.

When ruling on a motion to dismiss, the Court must accept the factual allegations 

of the complaint as true and construe them in a light most favorable to the non-moving 

party. Twombly, 550 U.S. at 554-55. “The Court need not accept as true, however, a legal 
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conclusion couched as factual allegations.” Id. If Plaintiff “ha[s] not nudged [its] claims 

across the line from conceivable to plausible, [its] complaint must be dismissed.”

Twombly, 550 U.S. at 570.

III. ANALYSIS

A breach of contract claim has four elements: (1) the existence of a contract, (2) that 

the complainant fulfilled its contractual obligations, (3) that the other party failed to fulfill 

its contractual obligations, and (4) that the complainant incurred damages as a result of 

the other party’s failure. See V & M Star Steel v. Centimark Corp., 678 F.3d 459, 465 (6th 

Cir. 2012).

Plaintiffs contend that Gillette’s counterclaim for breach of contract should be 

dismissed for two reasons. First, they argue that Gillette fails to allege the existence of a 

contract. Second, they argue that, even if there were a contract, Gillette fails to allege that 

she suffered any damages from Plaintiffs’ alleged breach. The Court considers each 

argument in turn below.

A. Whether Gillette Alleges the Existence of a Contract

Plaintiffs argue that Gillette fails to plead the existence of a contract because there 

are no factual allegations demonstrating a meeting of the minds as to the alleged 

contract’s essential terms. (Doc. 11 at 3-4 citing Sun v. CM Prods., 393 F. App’x 283, 286 

(6th Cir. 2010) (applying Illinois law).) Plaintiffs’ citation to a case applying Illinois law 

is curious, even if to assert a generally accepted tenet of contract law, when all the parties 
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reside or do business in Ohio and the entire dispute between them occurred in Ohio.1 A 

federal court adjudicating a state law claim pendent to a federal claim must apply the 

choice of law rules of the forum state. Glennon v. Dean Witter Reynolds, Inc., 83 F.3d 132, 

136 (6th Cir. 1996). Under Ohio choice-of-law rules, when the parties to a contract have 

not contracted to apply particular state’s laws, the law of the state with the most

significant relationship to the contract applies. Sky Techs. Partners, LLC v. Midwest 

Research Inst., 125 F. Supp. 2d 286, 294 (S.D. Ohio 2000) (citing International Ins. Co. v. 

Stonewall Ins. Co., 863 F. Supp. at 601 (S.D. Ohio 1994). Factors to consider when making 

this determination include: (1) place of contracting; (2) place of negotiations of the 

contract; (3) place of performance; (4) location of subject matter of the contract; and (5) 

domicile, residence, nationality, place of incorporation and place of business of parties. 

Id. Here, all of these factors, to the extent they are alleged, establish that Ohio has the 

most significant relationship to the contract. The Court will apply Ohio law.

The essential elements of a contract include an offer, acceptance, contractual 

capacity, consideration, a manifestation of mutual assent, and legality of object and 

consideration. Artisan Mechanical Inc. v. Beiser, 12th Dist. Butler No. CA2010–02–039, 

2010–Ohio–5427, ¶ 26. “A meeting of the minds as to the essential terms of the contract 

is a requirement to enforcing the contract.” Beiser at ¶ 27.

A meeting of the minds occurs if “a reasonable person would find that the parties 

manifested a present intention to be bound to an agreement.” Zelina v. Hillyer, 165 Ohio 

 1 Plaintiffs cite Ohio law elsewhere in their supporting memorandum, but do not address the 

choice-of-law question. 
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App.3d 255, 846 N.E.2d 68, 2005–Ohio–5803, ¶ 12. “The parties must have a distinct and 

common intention that is communicated by each party to the other.” Champion Gym & 

Fitness, Inc. v. Crotty, 178 Ohio App.3d 739, 744, 900 N.E.2d 231, 2008–Ohio–5642, ¶ 12. 

Plaintiffs argue that Gillette fails to plead essential elements of the contract “such 

as when transfer of ownership would take place, how financing would occur, how 

payment was to be made, how the company’s assets and inventory would be handled, or 

other numerous terms essential to any agreement to sell a business.” (Doc. 11 at 4.) 

Gillette counters that she has plead sufficient details regarding the essential elements of 

the contract to withstand a motion to dismiss. The Court agrees.

The details noted by Plaintiffs are not essential to establish the existence of a 

contract. Gillette alleges that she offered to sell Stable Bar for $300,000 to Plaintiffs, with 

$50,000 down payment. As the sole owner of Stable Bar, Gillette had the authority to 

enter into a contract for its sale. She alleges that Plaintiffs accepted her offer. Plaintiffs’

acceptance and intention to take over Stable Bar was demonstrated by the allegation that 

they took over its management and represented to vendors and others that they were the 

new owners. Nothing in the Complaint or Counterclaim suggests that any of the parties 

lacked contractual capacity. To the contrary, the only inference is that the parties were 

all competent and understood the nature of their relationships with each other. Gillette 

has alleged a meeting of the minds as to the essential terms of the alleged oral agreement 

to sell Stable Bar.
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B. Whether Gillette Alleges Damages

Plaintiffs also argue that Gillette has failed to allege damages. Gillette alleges that, 

as a result of Plaintiffs’ breach of their agreement to purchase Stable Bar, she “has been 

injured.” (Doc. 10 at ¶ 55.) Standing alone, this allegation might not pass muster under 

Iqbal. Iqbal, 556 U.S. at 677. However, the Court must construe this allegation along with

the rest of the Counterclaim and in the light most favorable to Gillette, as the non-moving 

party. Twombly, 550 U.S. at 554-55. Gillette would have received $300,000 if Plaintiffs had 

performed their obligations, but, instead, she received nothing. It is reasonable to infer 

that Gillette stood to profit from Stable Bar’s sale. If Plaintiffs can prove otherwise, they 

may prevail at a later stage of the litigation. For now, Gillette’s allegations are sufficient 

to proceed with her Counterclaim.

IV. CONCLUSION

For the reasons above, Plaintiffs’ Motion to Dismiss (Doc. 11) is DENIED.

DONE and ORDERED in Dayton, Ohio, this Friday, November 2, 2018. 

 s/Thomas M. Rose

________________________________

THOMAS M. ROSE

 UNITED STATES DISTRICT JUDGE