[Cite as Certain Interested Underwriters at Lloyd's, London, England v. Total Quality Logistics, L.L.C., 2023-Ohio4470.]

IN THE COURT OF APPEALS

TWELFTH APPELLATE DISTRICT OF OHIO

CLERMONT COUNTY

CERTAIN INTERESTED 

UNDERWRITERS AT LLOYD'S, 

LONDON, ENGLAND, et al.,

Appellants,

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TOTAL QUALITY LOGISTICS, LLC,

Appellee.

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CASE NO. CA2023-01-002

O P I N I O N

12/11/2023

APPEAL FROM CLERMONT COUNTY COURT OF COMMON PLEAS

Case No. 2021 CVH 01022

The Ferris Law Group LLC, and David A. Ferris, for appellants.

Giles & Harper, LLC, and Brian T. Giles, for appellee.

BYRNE, J.

{¶ 1} Certain Interested Underwriters at Lloyd's, London, England ("Lloyd's") and 

Outlook Acquisition Corporation ("Outlook") (collectively, "Plaintiffs") appeal the decision of 

the Clermont County Court of Common Pleas, which granted Total Quality Logistics, LLC's 

("TQL") motion for summary judgment and dismissed Plaintiffs' sole cause of action for 

breach of contract against TQL. For the reasons discussed below, we affirm the common 
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pleas court's decision.

I. Procedural and Factual Background

{¶ 2} TQL is a freight broker. TQL arranges for the transportation of its clients'

freight using independent, third-party motor carriers. At the time of the relevant events of 

this case, Outlook was a TQL client and used TQL's freight brokerage services. Lloyd's 

was Outlook's insurer for property loss.

{¶ 3} Prior to Outlook using TQL's brokerage services, TQL and Outlook entered 

into a written agreement ("Agreement"). The Agreement, which was prepared by TQL, is 

titled "Account Application" and refers to Outlook as "Company." It contains twelve 

paragraphs of "Terms and Conditions," of which three paragraphs are relevant to this 

appeal:

8. Company understands that TQL is a transportation broker 

only who arranges the transportation of freight by an 

independent third party motor carrier. Company agrees that 

TQL will not fill out Bills of Lading and cannot be listed on Bills 

of Lading as the delivering carrier.

9. In the event of cargo loss or damage, Company must file a 

claim for the loss with TQL within nine (9) months from the date 

of such loss, shortage or damage, which for purposes of this 

Agreement shall be the delivery date or, in the event of nondelivery, the scheduled delivery date. Company agrees to assist 

TQL in the pursuit of a claim, including confirming the validity of 

the claim and claim amount. If TQL pays a claim, company 

automatically assigns any and all of its rights and interest in the 

claim to TQL.

10. Company understands motor carriers under contract with 

TQL are required to maintain cargo loss and damage liability 

insurance in the amount of $100,000.00 per shipment. By 

signing below, Company acknowledges that loads valued in 

excess of $100,000.00 will not be tendered without first giving 

written notice to allow TQL and/or the contracted motor carrier 

the opportunity to arrange for increased insurance limits. 

Failure to provide written notice will result in your loads not being 

insured to the extent the value exceeds $100,000.00.

{¶ 4} In 2019, Outlook used TQL's brokerage services in conjunction with a load of 
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electronics that Outlook needed to be transported from Miami, Florida to Edison, New 

Jersey. TQL arranged for this cargo to be transported by "Safe Connection," a motor carrier. 

But the shipment did not go well; Outlook's electronics were stolen while being transported 

by Safe Connection. Lloyd's thereafter paid Outlook for the property loss. Outlook and 

Lloyd's then demanded payment from TQL for the stolen cargo. TQL did not pay the loss 

claim.1

{¶ 5} In 2021, Outlook and Lloyd's filed a complaint in the Clermont County Court 

of Common Pleas against TQL, asserting a single cause of action for breach of contract. In 

the complaint, Plaintiffs averred that TQL breached the Agreement by (1) failing to arrange 

for transportation and delivery of the shipment "by a motor carrier authorized to perform the 

transportation at issue," (2) failing to contract "with a motor carrier maintaining cargo loss 

and damage liability insurance," (3) failing "to adequately arrange for delivery" of the 

electronics shipment to New Jersey as designated by Outlook, and (4) failing "to pay the 

Claim amount" to Outlook.

{¶ 6} TQL moved for summary judgment. First, TQL argued that Plaintiffs' claims 

were preempted by a federal statute, the Carmack Amendment, 49 U.S.C. 14501, et seq. 

Plaintiffs of course argued that their claims were not preempted. The trial court agreed with 

Plaintiffs' arguments and found TQL's preemption argument to be meritless.2 Second, TQL 

argued that there were no material facts in dispute and that Plaintiffs' four arguments 

asserted in the complaint as to how TQL purportedly committed breach of contract were 

unsupported by any language in the Agreement. TQL argued that the only Agreement 

language that might relate to Plaintiffs' claim of breach were Paragraphs 8, 9, and 10. 

1. In its brief, TQL notes that Plaintiffs initially sued TQL and Safe Connection in a Florida county circuit court. 

TQL asserts that it was dismissed from that case after filing a motion to dismiss and that Plaintiffs obtained a 

default judgment against Safe Connection in the amount of $332,145.55.

2. TQL did not cross-appeal the denial of its Carmack Amendment preemption arguments.
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However, TQL argued that these paragraphs did not impose any duties or obligations on 

TQL, and therefore, it did not breach the Agreement as a matter of law. Plaintiffs presented 

arguments in opposition to summary judgment, which arguments will be addressed in more 

detail below.

{¶ 7} The trial court analyzed the paragraphs of the Agreement in light of both TQL's 

and Plaintiffs' arguments. We will address the specifics of the court's reasoning further 

below. For now, we note that the court ultimately concluded:

Here, the language in the Agreement does not evince an intent 

of the parties to impose the duties on TQL that the plaintiffs 

allege TQL breached. The particular provisions at issue do not 

use language typical for imposing duties in conjunction with TQL 

(e.g. must, shall, will, etc.). Further, the language does not state 

that TQL "guarantees" or "affirms" certain information as true 

(e.g. that motor carriers are authorized or insured, that TQL shall 

pursue and pay a claim, etc.). To find that TQL breached the 

contract, the court would have to impose terms in the Agreement 

that the parties did not. On the whole, the court cannot find that 

TQL breached the Agreement in the capacities that the plaintiffs 

allege.

Accordingly, the trial court granted TQL's motion for summary judgment and dismissed the 

complaint. 

{¶ 8} Plaintiffs appealed, raising one assignment of error.

II. Law and Analysis

{¶ 9} The Plaintiffs' assignment of error states:

{¶ 10} THE TRIAL COURT ERRED BY GRANTING APPELLEE'S MOTION FOR 

SUMMARY JUDGMENT.

{¶ 11} Plaintiffs argue that the trial court erred in granting summary judgment 

because the court (1) ignored material facts in dispute; (2) improperly relied upon the 

dictionary definition of "broker," as opposed to the definition of "broker" found in a federal 

regulation, 49 C.F.R. 371.2(a); (3) incorrectly found that language in the Agreement did not 

impose an obligation on TQL to select a motor carrier with loss and damage liability 
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insurance; and (4) incorrectly found that the Agreement did not impose an obligation on TQL 

to "take the lead" on investigating Outlook's loss claim and to pay that claim. We will analyze 

these arguments after addressing the applicable law and standard of review.

A. Applicable Law: Breach of Contract Claim

{¶ 12} "In construing the terms of a written contract, the primary objective is to give 

effect to the intent of the parties, which we presume rests in the language that they have 

chosen to employ." In re All Kelley & Ferraro Asbestos Cases, 104 Ohio St.3d 605, 2004-

Ohio-7104, ¶ 29. "Where the terms of the contract are clear and unambiguous, a court 

need not go beyond the plain language of the agreement to determine the rights and 

obligations of the parties." State ex rel. Lee v. Plain City, 12th Dist. Madison No. CA2017-

01-002, 2017-Ohio-8931, ¶ 21, citing Aultman Hosp. Assn. v. Community Mut. Ins. Co., 46 

Ohio St.3d 51, 55 (1989). That is to say, "[a] contract that is, by its terms, clear and 

unambiguous requires no real interpretation or construction and will be given the effect 

called for by the plain language of the contract." Cooper v. Chateau Estate Homes, L.L.C., 

12th Dist. Warren No. CA2010-07-061, 2010-Ohio-5186, ¶ 12. 

{¶ 13} This court reviews issues of contract interpretation de novo. Pierce Point 

Cinema 10, L.L.C. v. Perin-Tyler Family Found., L.L.C., 12th Dist. Clermont No. CA2012-

02-014, 2012-Ohio-5008, ¶ 10.

B. Applicable Law: Summary Judgment

{¶ 14} Summary judgment is appropriate under Civ.R. 56 when (1) there is no 

genuine issue of material fact remaining to be litigated, (2) the moving party is entitled to 

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

that conclusion is adverse to the nonmoving party, who is entitled to have the evidence 

construed most strongly in its favor. BAC Home Loans Servicing, L.P. v. Kolenich, 194 Ohio 

App.3d 777, 2011-Ohio-3345, ¶ 17 (12th Dist.), citing Zivich v. Mentor Soccer Club, Inc., 82 
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Ohio St.3d 367, 369-370 (1998).

{¶ 15} The party requesting summary judgment bears the initial burden of informing 

the court of the basis for the motion and identifying those portions of the record that show 

the absence of a genuine issue of material fact. Dresher v. Burt, 75 Ohio St.3d 280, 292-

293 (1996). Once a party moving for summary judgment has satisfied its initial burden, the 

nonmoving party "must then rebut the moving party's evidence with specific facts showing 

the existence of a genuine triable issue; it may not rest on the mere allegations or denials 

in its pleadings." Deutsche Bank Natl. Trust Co. v. Sexton, 12th Dist. Butler No. CA2009-

11-288, 2010-Ohio-4802, ¶ 7; Civ.R. 56(E). 

{¶ 16} This court reviews a trial court's summary judgment decision under a de novo 

standard. Sexton at ¶ 7. 

C. Analysis

1. Arranging for an "Authorized Motor Carrier"

{¶ 17} Plaintiffs alleged in their complaint that TQL breached the Agreement by 

"fail[ing] to arrange for transportation by a motor carrier authorized to perform the 

transportation at issue * * *." TQL argued in its motion for summary judgment that the 

Agreement imposed no such obligation on TQL. In response, Plaintiffs argued that 

Paragraph 8 of the Agreement used the word "broker" pursuant to the definition of that word 

in a federal regulation, 49 C.F.R. 371.2(a). That regulation defines "broker" as "a person

who, for compensation, arranges, or offers to arrange, the transportation of property by an 

authorized motor carrier."3 49 C.F.R. 371.2(a). The trial court agreed with TQL and rejected 

Plaintiffs' reliance on the federal regulation. The court found that Paragraph 8 did not 

require TQL to select an "authorized motor carrier." In so finding, the court rejected 

3. 49 C.F.R. 371.2(a) is part of the Federal Motor Carrier Safety Regulations. 
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Plaintiffs' reliance on the definition of "broker" in 49 C.F.R. 371.2(a) and instead relied on a 

dictionary definition of "broker." The court reasoned that the dictionary definition provided 

the proper method of determining the meaning of "broker" as used in Paragraph 8 because 

"courts use the plain and ordinary meaning of the language in a contract unless a different 

meaning 'is clearly apparent' from the contract[,]" and Paragraph 8 did not refer to 49 C.F.R. 

371.2(a) so "it is not 'clearly apparent' from the language in the Agreement that broker has 

a different meaning than its ordinary meaning." (MSJ Decision at 9, citing Sunoco, Inc. 

[R&M] v. Toledo Edison Co., 129 Ohio St.3d 397, 2011-Ohio-2720, ¶ 37.) 

{¶ 18} On appeal, Plaintiffs argue the trial court erred in its analysis and that TQL 

breached the Agreement by failing to arrange for an "authorized motor carrier" to transport 

Outlook's cargo.

{¶ 19} Our analysis begins with the text of the Agreement. Paragraph 8 of the 

Agreement states:

Company understands that TQL is a transportation broker only 

who arranges the transportation of freight by an independent 

third party motor carrier. Company agrees that TQL will not fill 

out Bills of Lading and cannot be listed on Bills of Lading as the 

delivering carrier.

(Emphasis added.) Based on a plain reading of Paragraph 8, we conclude that the 

Agreement did not obligate TQL to provide Outlook with an "authorized motor carrier." 

There is no language in Paragraph 8 referring to an "authorized motor carrier." Beyond 

that, Paragraph 8 imposed no obligations, whatsoever, on TQL. Instead, the purpose of 

Paragraph 8 was to inform Outlook of TQL's role in the freight brokerage transaction. That 

is, the purpose of Paragraph 8 was to inform Outlook that TQL is only the freight broker in 

the transaction, is not the transportation carrier, and cannot be listed as such on the bill of 

lading. Thus, the only party potentially accepting any obligations under Paragraph 8 was 

Outlook, which, by signing the Agreement, acknowledged that it "understands" that TQL is 
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a "transportation broker only" and "agrees" that TQL will not "fill out" bills of lading and 

cannot be listed on the bill of lading as the delivering carrier.

{¶ 20} Despite this unambiguous language, Plaintiffs assert that we should interpret 

the language of Paragraph 8 as having required TQL to arrange for an "authorized motor 

carrier" based on the definition of "broker" in 49 C.F.R. 371.2(a). Plaintiffs note that under 

this regulation, a federally-licensed "broker" in interstate commerce is defined as "one who 

hires authorized motor carriers" and who is required to keep records on federally issued 

registration numbers for the motor carriers it uses. Plaintiffs argue that for TQL to "lawfully 

perform its obligations under the [Agreement], TQL must be licensed and must use 

authorized motor carriers to transport freight." (Brief at page 4.) Plaintiffs contend that 

"TQL's hiring of an unauthorized motor carrier and facilitating transportation of the Freight 

in interstate commerce by that carrier would have been, if proven at trial, a violation of 

applicable law." Id. at page 5. Plaintiffs then argue that Paragraph 8 must be interpreted 

in accord with 49 C.F.R. 371.2(a) because courts are to adopt interpretations of contracts 

that render their terms valid and to give effect to the obligations of the parties, rather than 

adopt interpretations of contracts that are invalid and ineffectual.

{¶ 21} Plaintiffs' argument fails. The text of the Agreement does not define "broker" 

with any reference to 49 C.F.R. 371.2(a). As discussed above, where the terms of the 

contract are clear and unambiguous, a court need not go beyond the plain language of the 

agreement to determine the rights and obligations of the parties. Plain City, 2017-Ohio8931 at ¶ 21. In its decision, the trial court correctly noted that courts use the plain and 

ordinary meaning of language in a contract unless a different meaning is "clearly apparent" 

from the contract. Sunoco, 2011-Ohio-2720 at ¶ 37. It is not "clearly apparent" from the 

text of the Agreement that the parties intended to incorporate the 49 C.F.R. 371.2(a) 

definition of "broker." Therefore, the trial court did not err when it interpreted "broker" based 
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on a dictionary definition of that term, which definition did not include the "authorized motor 

carrier" language.

{¶ 22} Plaintiffs' argument that we should interpret the Agreement to include the 

"authorized motor carrier" requirement of 49 C.F.R. 371.2(a) because not doing so would 

result in allegedly illegal conduct by TQL also fails. Plaintiffs cite Great N. RR. Co. v. Delmar 

Co., 283 U.S. 686, 51 S.Ct. 579 (1931), for the proposition that "where two constructions of 

a written contract are possible, preference will be given to that which does not result in 

violation of law." Id. at 691. This argument is a red herring. Whether TQL might subject 

itself to some penalty under federal law or regulation in the manner it conducts business 

has no effect on the legal issue of the interpretation of the Agreement and specifically 

whether TQL agreed to an obligation it did not keep. As discussed above, the plain 

language of the Agreement did not impose any obligation on TQL, much less the obligation 

of hiring an "authorized motor carrier." Paragraph 8 identified TQL as a "broker" but did not 

define that term under any applicable federal law or regulation. The interpretation of the 

Agreement called for by Plaintiffs is not "possible" given the text of Paragraph 8 and 

therefore no further interpretation of the contract is necessary. See Delmar at 691. 

{¶ 23} For these reasons, even if we construe the evidence most strongly in Plaintiffs' 

favor and assume that Safe Connection was not an "authorized motor carrier," Plaintiffs 

could not prove, as a matter of law, that TQL breached the Agreement by failing to arrange 

for an "authorized motor carrier."

2. Arranging for Insurance

{¶ 24} Plaintiffs alleged in their complaint that TQL breached the Agreement by 

"fail[ing] to contract with a motor carrier maintaining cargo loss and damage liability 

insurance * * *." Again, TQL argued in its motion for summary judgment that the Agreement 

imposed no such obligation on TQL. In response, Plaintiffs argued that Paragraph 10 of 
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the Agreement required TQL to only select carriers with a certain level of cargo loss and 

damage liability coverage. The trial court agreed with TQL and rejected Plaintiffs'

characterization of Paragraph 10. The court reasoned that Paragraph 10 did not impose 

an obligation on TQL to obtain insurance coverage and also did not impose any obligations 

on TQL.

{¶ 25} On appeal, Plaintiffs argue the trial court erred in its analysis because 

Paragraph 10 states that "motor carriers under contract with TQL are required to maintain 

cargo loss and damage liability insurance in the amount of $100,000.00 per shipment." 

(Emphasis added.) They also argue that because Paragraph 10 says that "'Company 

understands' this obligation on the part of TQL," there was a meeting of the minds between 

Outlook and TQL on this matter.

{¶ 26} Our analysis again begins with the text of Paragraph 10 of the Agreement:

Company understands motor carriers under contract with TQL 

are required to maintain cargo loss and damage liability 

insurance in the amount of $100,000.00 per shipment. By 

signing below, Company acknowledges that loads valued in 

excess of $100,000.00 will not be tendered without first giving 

written notice to allow TQL and/or the contracted motor carrier 

the opportunity to arrange for increased insurance limits. 

Failure to provide written notice will result in your loads not being 

insured to the extent the value exceeds $100,000.00.

We find that the plain language of Paragraph 10 did not impose any contractual duties on 

TQL and specifically did not impose an obligation on TQL to "contract with a motor carrier 

maintaining cargo loss and damage liability insurance * * *." The first portion of the first 

sentence of Paragraph 10 begins with "Company understands." This language indicates 

that the focus of Paragraph 10 is on the Company's (Outlook's) obligations, not TQL. The 

remainder of the sentence is explanatory in nature and describes TQL's contractual 

relations with its third-party independent carriers. 

{¶ 27} The remainder of the first sentence of Paragraph 10 does suggest that TQL 
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behaves in a certain way (requiring its motor carriers to obtain a minimum $100,000 of 

insurance). However, there is no language in the first sentence of Paragraph 10 that could 

be reasonably interpreted to impose a duty or obligation on TQL with respect to the 

procurement of insurance. For instance, Paragraph 10's first sentence does not state that 

TQL will, shall, or must ensure that its motor carriers delivering its client's cargo obtain 

sufficient insurance for purposes of the Agreement. Nor does the first sentence state that 

TQL guarantees or promises that its motor carriers have a minimum level of insurance.

{¶ 28} Paragraph 10's second and third sentences underscore this interpretation of 

the first sentence. Specifically, the second and third sentences imposed obligations on 

Outlook to inform TQL of cargo valued over $100,000 and explained why TQL required this 

information. The first sentence, explanatory in nature, provides context for Outlook's 

obligations set forth in the final two sentences. 

{¶ 29} Read holistically, the purpose of Paragraph 10 is to ensure that Outlook 

informed TQL in writing if the value of its freight exceeded the minimum $100,000 in loss 

coverage that TQL requires its motor carriers to obtain. This is to ensure that TQL or its 

motor carriers had "the opportunity" to obtain increased insurance in the case of freight 

worth more than that minimum insured amount. Moreover, the use of the phrase "the 

opportunity," suggests that whether TQL or its motor carriers decide to procure additional 

insurance is a matter left to their discretion. 

{¶ 30} While Paragraph 10 informs Outlook that TQL requires its motor carriers to 

maintain a minimum amount of insurance, this is a reference to a separate contract between 

TQL and its motor carriers ("motor carriers under contract with TQL"). Plaintiffs have never 

claimed to be a party to those separate contracts. And, as noted by the trial court in its 

decision, Plaintiffs have never argued that Outlook was a third-party beneficiary of any 

contract between TQL and Safe Connection.
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{¶ 31} Like Paragraph 8, the only party undertaking any obligation or promise in 

Paragraph 10 was Outlook. Outlook agreed to its "understanding" of TQL's separate 

contractual relationships with its motor carriers and further agreed to inform TQL if the value 

of its cargo exceeded $100,000. On the other hand, TQL undertook no responsibilities 

under the plain language of Paragraph 10.

{¶ 32} For these reasons, even if we construe the evidence most strongly in Plaintiffs' 

favor and assume that Safe Connection did not have appropriate insurance, Plaintiffs could 

not prove, as a matter of law, that TQL breached the Agreement by failing to contract with 

a motor carrier maintaining cargo loss and damage liability insurance.

3. Failure to Pay the Loss Claim

{¶ 33} Plaintiffs alleged in their complaint that TQL breached the Agreement by 

"fail[ing] to pay the Claim amount to [Outlook]." TQL argued in its motion for summary 

judgment that there was no language in the Agreement requiring TQL to pay Outlook for its 

loss claim. TQL also pointed out that by using the phrase "If TQL pays a claim," Paragraph 

9 of the Agreement indicated that it had the option of paying or not paying a particular loss 

claim. In opposition to summary judgment, Plaintiffs argued that TQL did not pursue the 

claim against Safe Connection, and in effect abandoned the loss claim, preventing Outlook 

from being able to recover after Safe Connection ceased being a viable, operating company. 

The trial court, as it did with Paragraph 8 and 10, agreed with TQL and concluded that 

Paragraph 9 did not impose any obligations on TQL. 

{¶ 34} On appeal, Plaintiffs argue that Outlook satisfied its obligations under 

Paragraph 9 by "assisting" TQL in pursuing the loss claim, but that TQL did not satisfy its 

obligations under Paragraph 9 because it failed to pursue and pay the claim.

{¶ 35} Paragraph 9 of the Agreement provides,

In the event of cargo loss or damage, Company must file a claim 
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for the loss with TQL within nine (9) months from the date of 

such loss, shortage or damage, which for purposes of this 

Agreement shall be the delivery date or, in the event of nondelivery, the scheduled delivery date. Company agrees to assist 

TQL in the pursuit of a claim, including confirming the validity of 

the claim and claim amount. If TQL pays a claim, company 

automatically assigns any and all of its rights and interest in the 

claim to TQL.

In their brief, Plaintiffs admit that Paragraph 9 "does not expressly state that TQL will take 

the lead on an investigation and pay claims * * *." But Plaintiffs argue that the Agreement 

required Outlook to "assist" TQL in the pursuit of a claim. And by agreeing to assist TQL, 

Plaintiffs argue that this language "confirms TQL was to take the lead on investigating loss 

of the Freight and paying the claim if found to be viable."

{¶ 36} We disagree with Plaintiffs' interpretation of this language. Like the language 

in Paragraphs 8 and 10, the only party that obligated itself or made any promises in 

Paragraph 9 was Outlook. Outlook agreed to (1) file any loss claim with TQL within a 

defined period, (2) assist TQL in the pursuit of the claim, and (3) if TQL paid a claim, then 

Outlook agreed to assign any rights it may have to TQL. Thus, all obligations were on 

Outlook, not TQL. Furthermore, by using the word "if," it is evident that TQL did not 

contractually agree to pay all claims presented to it under Paragraph 9.

{¶ 37} Alternatively, Plaintiffs argue that if Paragraph 9 is found by this court to be 

ambiguous, then an issue of fact exists which should have precluded summary judgment. 

However, we do not find Paragraph 9 to be ambiguous.

{¶ 38} For these reasons, even if we construe the evidence most strongly in Plaintiffs' 

favor, Plaintiffs could not prove, as a matter of law, that TQL breached the Agreement by 

failing to pay Outlook's loss claim.

4. "Ignoring" Genuine Issues of Fact

{¶ 39} Finally, Plaintiffs assert that the trial court ignored various genuine issues of 
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material fact that precluded summary judgment under Civ.R. 56(C). Plaintiffs specifically 

asserts that the following genuine issues of material fact precluded summary judgment: (1) 

"whether Safe Connection was an authorized motor carrier and whether it maintained 

requisite authority from the Federal Motor Carrier Safety Administration[,]" (2) "whether Safe 

Connection maintained cargo loss or damage liability insurance[,]" and (3) "whether TQL 

breached its own requirements, as set forth in the [Agreement], for submittal, investigation, 

and payment of cargo claims." 

{¶ 40} It is true that all of these factual allegations made by Plaintiffs are disputed by 

TQL. For example, TQL asserts that Safe Connection was an authorized motor carrier and 

that Safe Connection did maintain appropriate insurance. But the question before us is not 

whether these factual issues are disputed, but whether these disputes involve "material"

facts. Gosser v. Warren Cty. Engineer's Office, 12th Dist. Warren No. CA2022-02-007, 

2023-Ohio-2439, ¶ 25-26; Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 248, 106 S.Ct. 

2505 (1986) (stating that "[o]nly disputes over facts that might affect the outcome of the suit 

under the governing law will properly preclude the entry of summary judgment").

{¶ 41} Regarding whether Safe Connection was an authorized motor carrier, this is 

not a material fact for the reasons stated above. The Agreement imposed no obligation on 

TQL to arrange for an "authorized motor carrier." Whether Safe Connection maintained 

adequate insurance is also not a material fact for the reasons stated previously. No term of 

the Agreement imposed a duty or obligation upon TQL to contract with motor carriers having 

cargo loss and damage liability insurance. 

{¶ 42} Finally, concerning whether TQL breached its obligations to investigate and 

pay claims, this is also not a material fact and is simply Plaintiffs' attempt to reargue that 

Paragraph 9 imposed an obligation upon TQL to pay its loss claim. As described above, 

TQL had no obligation under Paragraph 9 of the Agreement to perform any acts related to 
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the handling of loss claims. Instead, all obligations in Paragraph 9 were placed upon 

Outlook. 

{¶ 43} Plaintiffs have failed to point to any genuine issues of material fact that should 

have precluded a grant of summary judgment.

III. Conclusion

{¶ 44} Plaintiffs have failed to establish that the common pleas court erred in granting 

summary judgment in favor of TQL. Plaintiffs have failed to point to any legal or factual 

basis for their claim that TQL breached the Agreement. We overrule Plaintiffs' sole 

assignment of error.

{¶ 45} Judgment affirmed.

HENDRICKSON, P.J., and PIPER, J., concur.