[Cite as Total Quality Logistics v. Integrity Express Logistics, L.L.C., 2021-Ohio-4242.]

IN THE COURT OF APPEALS 

TWELFTH APPELLATE DISTRICT OF OHIO 

CLERMONT COUNTY 

TOTAL QUALITY LOGISTICS, LLC, 

 Appellant, 

 - vs - 

INTEGRITY EXPRESS LOGISTICS, 

LLC, 

 Appellee. 

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CASE NO. CA2020-09-056 

O P I N I O N 

12/6/2021 

CIVIL APPEAL FROM CLERMONT COUNTY COURT OF COMMON PLEAS 

Case No. 2014 CVH00268 

Graydon Law, and Scott K. Jones, Daniel J. Knecht, Brian W. Fox, and Barry F. Fagel, for 

appellant. 

Vorys, Sater, Seymour and Pease, LLP, and Jeffrey A. Miller, Victor A. Walton, Jr., and 

Emily E. St. Cyr, for appellee. 

 PIPER, P.J. 

{¶1} Appellant, Total Quality Logistics, LLC ("TQL"), appeals a decision of the 

Clermont County Court of Common Pleas awarding attorney fees in favor of appellee, 

Integrity Express Logistics, LLC ("Integrity"). For the reasons detailed below, we affirm the 

trial court's decision. 
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{¶2} TQL and Integrity are national providers of freight brokerage services for the 

transportation industry. They connect customers who need freight transportation with 

trucking companies in exchange for a fee. This case arose after TQL alleged that its 

employee, Maggie Spears, provided TQL's pricing information to her boyfriend, Tyler 

Schlickman, an Integrity broker. TQL alleged that Schlickman used this confidential 

information to put together a successful bid for Wenner Bakery's transportation and 

brokerage needs for the year 2014. This resulted in TQL filing suit against Integrity 

asserting claims for misappropriation of trade secrets, unfair competition, and unjust 

enrichment, among others.1

{¶3} To defend against TQL's claims, Integrity retained the firm Vorys, Sater, 

Seymour and Pease L.L.P. ("Vorys"). After Vorys entered its appearance, TQL moved to 

disqualify Vorys based on prior work it had done for TQL between 2004 and 2010. 

Following an evidentiary hearing, the trial court denied TQL's motion to disqualify upon 

finding there was not a substantial relationship between the subject matter of Vorys' former 

representation of TQL and that of Vorys' present representation of Integrity. The trial court 

noted, however, that it would revisit the disqualification issue if necessary. 

{¶4} On February 5, 2015, Integrity filed its answer to TQL's complaint denying 

TQL's allegations. Integrity also filed counterclaims against TQL. To support its 

counterclaims, Integrity alleged that TQL had tortiously interfered with its contract with 

Wenner Bakery. Integrity also alleged that TQL had misappropriated trade secrets 

concerning their own customer, West Central Florida Produce ("West Central"). Integrity 

further alleged that TQL had violated the prior terms of a 2012 settlement agreement by 

1. In its amended complaint, TQL asserted claims for (1) misappropriation of trade secrets, (2) unfair 

competition, (3) unjust enrichment, (4) conversion, (5) enforcement of a settlement agreement, and (6) 

punitive damages. 
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recruiting Integrity employees. 

{¶5} Previously, on May 22, 2014, Integrity had sent TQL a preservation letter 

demanding that TQL preserve "email and other electronic communications" relevant to their 

claims and that TQL suspend all automatic deletion rules for electronic documents. Integrity 

further demanded that TQL preserve all records and information related to Integrity, Wenner 

Bakery, West Central, as well as communications between TQL employees and Integrity 

employees. 

{¶6} TQL did not comply with Integrity's demands set forth in its preservation letter. 

TQL's failure to suspend automatic deletion rules, or otherwise preserve all records and 

information potentially relevant, resulted in the loss of innumerable documents that were 

otherwise discoverable by Integrity. Relevant to this case, TQL does not appeal the trial 

court's decision that spoliation did occur. 

Integrity's First Motion to Compel 

{¶7} After Integrity's preservation letter, Integrity served discovery demands on 

TQL requesting communications involving Maggie Spears, as well as documents and 

emails related to Wenner Bakery and West Central. TQL also demanded any emails 

exchanged between TQL and Integrity employees. TQL responded by indicating that it 

would not comply with many of the requests citing general reasons. In essence, TQL 

represented that the information Integrity was requesting was not relevant and therefore 

need not be provided. At no time did TQL disclose that the documents Integrity was seeking 

had likely been destroyed. 

{¶8} In December 2015, Integrity filed its first motion to compel. Within the motion, 

Integrity explained its reasons for requesting discovery and the relevancy of the documents 

concerning Wenner Bakery, West Central, and Maggie Spears. In response, TQL again 

did not disclose that these documents had likely been destroyed. Instead, TQL suggested 
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that the relevant documents would be produced as soon as the court entered an acceptable 

protective order. Following a hearing, the trial court determined that the documents Integrity 

had requested were relevant and orally instructed TQL to produce the documents that had 

been withheld. The trial court then advised TQL that it would impose sanctions against it if 

discovery was withheld further. 

{¶9} Despite the trial court's verbal order, TQL still refused to produce Maggie 

Spears' emails, the documents related to its work for Wenner Bakery, the documents 

related to West Central, or communications between TQL and Integrity employees. TQL 

also continued to provide misleading responses to Integrity as to why the requests were not 

being honored. 

Integrity's Second Motion to Compel and Discovery of Spoliation

{¶10} In June 2016, Integrity filed a second motion to compel. TQL defended the 

motion to compel arguing it could not be held in contempt because the trial court's order 

had not been reduced to a written entry. It further responded by filing its own motion to 

compel against Integrity. The trial court found that TQL's motion was "completely baseless" 

and that its actions had "contravene[d] the spirit and substance of Civ. R. 37." It also 

determined that TQL had "acted reprehensibly in failing to produce relevant and 

discoverable information." The trial court therefore ordered, in writing, that TQL produce 

the requested documents and warned that if it failed to comply, the court would "consider 

the full range of sanctions available in Civ. R. 37(B)." 

{¶11} It was only after the trial court issued its order in writing that Integrity first 

learned, following an exchange of correspondence with TQL's counsel, that certain 

documents relevant to this action had been destroyed. Upon learning information and 

records had not been preserved, and were now unavailable, Integrity moved the trial court 

for sanctions against TQL for spoliation. Integrity also sought discovery on issues relevant 
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to the spoliation that had occurred during the pendency of the litigation. The trial court 

granted Integrity's request and ordered TQL to respond to the interrogatories and the 

requests for the production of documents. The trial court also ordered TQL to produce a 

corporate representative for a Civ.R. 30(B)(5) deposition. 

{¶12} Shortly before the deposition of TQL's corporate representative, TQL moved 

to disqualify Vorys for a second time and demanded postponement of the deposition. This 

time, TQL argued that Integrity was raising a new defense concerning trade secrets that the 

trial court indicated in a prior decision might implicate Vorys' prior representation of TQL 

leading to disqualification. TQL also asserted that the pursuit of discovery concerning 

spoliation and the filing of a Civ.R. 30(B)(5) deposition notice was a conflict of interest 

because it directly related to the prior representation. 

{¶13} The trial court denied TQL's motion and indicated that its statement in the 

prior decision had been misconstrued. The trial court found the timing of TQL's renewed 

motion to be inappropriate and determined there was no need to disqualify Vorys as 

Integrity's defense counsel. Ultimately, Integrity was able to depose TQL's Chief Legal 

Officer ("CLO") who testified about the company's document retention policy and the 

destruction of documents that occurred in this case. 

{¶14} On February 1, 2019, the trial court issued a 120-page analysis and order 

resulting in sanctioning TQL for the destruction of documents and the deception that 

occurred throughout the duration of litigation. In a well-articulated decision, the trial court 

explained the lengthy procedural history of the case, the potential relevancy of the 

documents withheld, and the undue delay caused by TQL. Principally, the trial court 

highlighted unreconcilable inconsistencies and determined that TQL had "compounded its 

mistakes by misleading Integrity and the court about its discovery efforts." The trial court 

described the testimony from TQL's CLO as "perplexing, if not outright disingenuous." The 
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trial court found that TQL "chose a reckless course founded upon a sanguine hope that the 

court would not compel it to produce destroyed evidence." The court further observed that 

"years of discovery battles, motion practice, and hearings could have been avoided" if TQL 

had been forthcoming about its destruction of documents.2 The trial court then ordered as 

a sanction that TQL be responsible for Integrity's costs and attorney fees associated with 

the discovery disputes and spoliation of evidence. 

{¶15} In order to determine the amount of the award against TQL, the trial court held 

an evidentiary hearing. During this hearing, Integrity supplied the trial court with data from 

Vorys' timekeeping and billing systems of all entries and dollar amounts associated with the 

discovery disputes and TQL's spoliation, which totaled $790,312.55. Combined with 

expenses and hearing preparation, Integrity calculated attorney fees in the amount of 

$888,643.09. Both TQL and Integrity presented evidence from their respective expert 

witnesses about the reasonableness of such fees and costs. The trial court ultimately 

awarded Integrity $392,487.45 in attorney fees and $20,451.62 in costs. TQL now appeals, 

raising three assignments of error for review. 

{¶16} Assignment of Error No. 1: 

{¶17} THE TRIAL COURT ERRED BY NOT DISQUALIFYING COUNSEL FOR 

INTEGRITY. 

{¶18} In its first assignment of error, TQL argues the trial court erred by failing to 

disqualify Vorys from its representation of Integrity based on prior work that the firm had 

done for TQL. We find no merit to TQL's arguments. 

{¶19} In reviewing a trial court's decision to disqualify a party's counsel, we apply 

an abuse of discretion standard. Lytle v. Mathew, 8th Dist. Cuyahoga No. 104622, 2017-

2. Nearly five years had elapsed from the time TQL filed its complaint. 
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Ohio-1447, ¶ 11, citing 155 N. High, Ltd. v. Cincinnati Ins. Co., 72 Ohio St.3d 423, 426 

(1995). The term abuse of discretion connotes more than an error of law or judgment; it 

implies that the court's attitude is unreasonable, arbitrary or unconscionable. Blakemore v. 

Blakemore, 5 Ohio St.3d 217, 219 (1983). 

{¶20} Pursuant to Ohio Prof. Cond. Rule 1.9: 

Unless the former client gives informed consent, confirmed in 

writing, a lawyer who has formerly represented a client in a 

matter shall not thereafter represent another person in the same 

or a substantially related matter in which that person's interests 

are materially adverse to the interests of the former client. 

{¶21} A "substantially related matter" is defined as "one that involves the same 

transaction or legal dispute or one in which there is a substantial risk that confidential factual 

information that would normally have been obtained in the prior representation of a client 

would materially advance the position of another client in a subsequent matter." Ohio Prof. 

Cond. Rule 1.0(n).3 

{¶22} To resolve TQL's motions for disqualification, the trial court considered Ohio 

Prof. R. Cond. Rule 1.9 and a three-part test articulated by the Sixth Circuit Court of Appeals 

in Dana Corp. v. Blue Cross & Blue Shield Mut., 900 F.2d 882, 889 (6th Cir.1990). The 

Dana test requires a trial court, when considering a motion to disqualify, to determine 

whether (1) a past attorney-client relationship existed between the party seeking 

disqualification and the attorney it seeks to disqualify; (2) the past subject matter of the 

previous relationship is substantially related to the current subject matter of litigation; and 

3. The official comments to the rule state, in relevant part, that: 

In the case of an organizational client, general knowledge of the client's 

policies and practices ordinarily will not preclude a subsequent 

representation; on the other hand, knowledge of specific facts gained in a 

prior representation that are relevant to the matter in question ordinarily will 

preclude such a representation. 

Ohio Prof. Cond. Rule 1.9, Comment 3. 
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(3) the attorney acquired confidential information from the party seeking disqualification. In 

re P.G.T. v. Trageser, 7th Dist. Columbiana No. 14 CO 0034, 2016-Ohio-3429, ¶ 17; Fried 

v. Abraitis, 8th Dist. Cuyahoga No. 103070, 2016-Ohio-934, ¶ 12. See also Cargould v. 

Manning, 10th Dist. Franklin No. 09AP-194, 2009-Ohio-5853, ¶ 10 (Ohio Prof. Cond. Rule 

1.9 did not supersede and replace the Dana analysis). 

{¶23} In the present case, it is undisputed that there was a past attorney-client 

relationship between TQL and Vorys. The record reflects that Anthony Osterlund, a partner 

with Vorys, along with several other attorneys from that firm, represented TQL in one case 

in 2004 and in approximately 15 other cases between 2006 and 2010. The representations 

primarily involved employment matters concerning breaches of non-compete agreements. 

{¶24} Osterlund testified that he worked most closely with Jeff Montelisciani, TQL's 

Senior Vice President of Sales. Montelisciani would notify Osterlund when he believed a 

non-compete agreement had been violated. Montelisciani would then assist in developing 

the case. Montelisciani recalled that Vorys worked primarily on cases involving noncompete and trade secret issues, along with some cargo claims and a review of a vendor 

software contract. 

{¶25} Osterlund testified that in 2005 or 2006 he spent the day on the TQL sales 

floor where he sat with one or two brokers to get an overview of TQL's business. Osterlund 

testified that he did not discuss a bid for a freight broker's business at any time during that 

visit. Osterlund also testified that he did not recall any specific pricing information being 

provided to him during his representation. Osterlund instead testified that he recalled only 

that the information provided to him was general in nature. 

{¶26} Montelsciani testified that he had discussions with Osterlund about trade 

secrets. Montelsciani testified that this included a discussion that the information contained 

in TQL's software program known as Load Manager would constitute a trade secret 
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because it contained customer lists, rates billed to customers, and rates paid to carriers. 

Montelsciani testified that he gave Osterlund "a pretty high-level view of how we bid on 

freight through the Load Manager system." 

{¶27} Osterlund testified that he made suggestions to Montelsciani as to how to 

protect information identified as confidential and trade secrets. Osterlund also testified and 

acknowledged preparing drafts of non-compete agreements for TQL but denied having 

knowledge or access to specific customer pricing information. Osterlund further testified 

that he never discussed pricing or rate information and that none of the matters litigated by 

Vorys on behalf of TQL involved a bid for a customer contract or a bid for freight brokerage 

business. 

{¶28} Another partner for Vorys, Victor Walton, testified that the firm engaged in 

several conflict checks and determined there was no conflict in representing Integrity given 

the TQL representation terminated three years prior and involved primarily non-compete 

issues. 

{¶29} As noted above, the trial court denied TQL's initial motion to disqualify on the 

basis that Vorys' past representation of TQL and its present representation of Integrity were 

not substantially related. Therefore, because the representations were not substantially 

related, the trial court determined that TQL need not be disqualified. In so holding, the trial 

court stated: 

[T]he Vorys firm was not privy to specific pricing information that 

was used to develop the bid for [Wenner Bakery's] business. 

There is also no allegation that the Vorys firm represented the

specific employee who is alleged to have disclosed the 

information at issue. Therefore, the firm had no knowledge of 

specific facts gained in its prior representation that are relevant 

to the matter in question which would ordinarily preclude 

representation in this case. 

{¶30} We find the trial court's decision is supported by the record and does not 
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constitute an abuse of discretion. TQL's claims in this case concerned allegations that an 

Integrity employee obtained TQL's pricing information and used that information to 

successfully bid for Wenner Bakery's transportation and brokerage needs for the year 2014. 

Vorys' prior cases representing TQL, however, were primarily employment cases filed 

against TQL employees to enforce non-compete agreements. None of those prior matters 

involved Wenner Bakery, pricing and bids, Maggie Spears, or allegations of 

misappropriation by a competitor. 

{¶31} TQL nevertheless argued that Vorys was privy to confidential information in 

its prior non-compete cases. TQL, however, never explained how such information had 

any relevance to Integrity's defense of the claims asserted here. TQL also asserted that 

Vorys prepared TQL Sales VP, Montelisciani, for a deposition in an employment case. 

Beyond hypothetical speculations TQL never explained how anything discussed during that 

preparation relates to the Wenner Bakery procurement claims. Simply stated, despite 

TQL's suggestions to the contrary, the record reflects that the trial court both applied the 

correct legal standard and fully considered the evidence presented by both parties. 

{¶32} In this case, TQL had the burden of establishing that this matter was 

substantially related to Vorys' prior representation and failed to meet that burden. Shawnee 

Assoc., L.P. v. Shawnee Hills, 5th Dist. Delaware No. 07CAE050022, 2008-Ohio-461, ¶ 18. 

Though Vorys may have acquired general knowledge of TQL's policies and practices, there 

is no specific trade information that it would have acquired concerning the relevant issues 

or parties involved in this dispute. The record does not demonstrate Vorys acquired 

confidential information in its past relationship with TQL which gave it an unfair advantage 

in the current litigation. We agree with the trial court that Vorys' past representation of TQL 

and its present representation of Integrity were not substantially related as contemplated in 

the Dana test and in Ohio Prof. Cond. Rule 1.9 and Ohio Prof. Cond. Rule 1.0(n). 
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{¶33} This is true also for TQL's second motion for disqualification. As noted above, 

after Integrity moved for discovery relevant to the spoliation that had occurred during trial, 

TQL moved for disqualification a second time. In so doing, TQL alleged that Vorys had 

presented a new defense that defied an earlier admonition from the trial court that certain 

defenses raised in its representation of Integrity could potentially cause a conflict of 

interest.4 TQL also argued, for a variety of reasons, that Vorys should be disqualified based 

on its pursuit of a Civ.R. 30(B)(5) deposition and related discovery. After review of the 

record, we find TQL's arguments regarding its second motion for disqualification to also be 

without merit. 

{¶34} In this case, the trial court was well aware of the defenses raised by Integrity 

and its prior admonition concerning a potential conflict of interest concerning trade secrets. 

With that knowledge, the trial court determined that TQL had misconstrued its prior written 

decision and reaffirmed that there was no conflict of interest and no need to disqualify Vorys 

as Integrity's counsel. The trial court also clarified that it never intended to suggest that 

Vorys could not challenge whether past pricing was a trade secret as a matter of law; it only 

meant that there could be a conflict if Vorys were challenging the adequacy of the steps 

TQL took to protect trade secret information. 

{¶35} The trial court further noted that TQL had forfeited the objection. This is 

because Integrity had raised this defense more than a year prior. By allowing a year of 

litigation to pass without objection, the trial court found that TQL had forfeited any right to 

seek disqualification on those grounds. Finally, the trial court found that Integrity's request 

to depose a corporate representative relevant to the spoliation claims did not create a need 

to disqualify them from this case. 

4. The trial court had previously noted that if Integrity challenged whether TQL's pricing was a trade secret, 

it might revisit the issue of disqualification. 
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{¶36} Having reviewed the record, including the detailed decisions issued by the 

trial court, we find the trial court did not err or abuse its discretion by also denying TQL's 

second motion for disqualification. We agree that TQL once again failed to meet the second 

prong of the Dana test. There was no substantial relation or commonality of issues as 

contemplated in the Dana test or in Ohio Prof. Cond. Rule 1.9 and Ohio Prof. Cond. Rule

1.0(n). We also agree that TQL's second motion for disqualification was untimely, as TQL 

waited more than a year before it filed its renewed motion.5 Finally, we disagree with TQL's 

argument that Integrity's pursuit of discovery, including the Civ.R. 30(B)(5) deposition of a 

TQL corporate representative, demonstrates a conflict of interest. Therefore, for the 

reasons outlined above, we find the trial court did not err by denying TQL's second request 

for disqualification. TQL's first assignment of error is therefore overruled. 

{¶37} Assignment of Error No. 2: 

{¶38} THE TRIAL COURT ERRED BY AWARDING INTEGRITY ANY 

ATTORNEYS' FEES AND COSTS AS A SANCTION FOR SPOLIATION. 

{¶39} In its second assignment of error, TQL argues the trial court erred by awarding 

Integrity attorney fees and costs as a sanction for spoliation. In so doing, TQL alleges that 

the trial court's failure to disqualify Vorys "tainted" the discovery disputes such that the trial 

court's discovery order and the awarded sanctions should be vacated. However, we find 

this issue is moot based upon our resolution of TQL's first assignment of error. As noted 

above, the trial court did not err by failing to disqualify Vorys and the trial court’s order for 

sanctions is supported by the record. Therefore, TQL's second assignment of error is 

5. In its January 11, 2016 brief, Integrity argued that TQL's historic pricing information was not confidential 

and raised this issue again in its May 6, 2016 oral argument. TQL argued that this violated the trial court's 

prior admonition and was a conflict of interest. However, TQL did not move for recusal on this allegedly new 

defense until March 9, 2017. See, e.g., Barberton Rescue Mission v. Hawthorn, 9th Dist. Summit No. 21220, 

2003-Ohio-1135, ¶ 7 (finding the trial court erred in failing to consider waiver when movant waited five months 

before filing for disqualification and in that time the opposing party had spent a significant amount of time and 

resources preparing the case with counsel). 
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overruled. 

{¶40} Assignment of Error No. 3: 

{¶41} THE TRIAL COURT'S AWARD OF $412,939.07 IN ATTORNEYS' FEES AND 

COSTS TO INTEGRITY AS A SANCTION FOR PURPORTED DISCOVERY ABUSES

WAS ARBITRARY, UNREASONABLE, AND AGAINST THE MANIFEST WEIGHT OF THE 

EVIDENCE. 

{¶42} As noted above, TQL does not appeal the finding that spoliation occurred in 

this case. Rather, TQL appeals from the trial court's decision to award attorney fees and 

costs as sanctions for that spoliation. Therefore, in its third assignment of error, TQL alleges 

the trial court's award of attorney fees was arbitrary, unreasonable, and against the manifest 

weight of the evidence. We find TQL's argument to be without merit. 

{¶43} A trial court has discretion to determine the appropriate amount of attorneys' 

fees to award in each case, and thus, a fee award is not overturned on appeal absent an 

abuse of discretion. Bittner v. Tri-County Toyota, Inc., 58 Ohio St.3d 143, 146 (1991). 

Accordingly, "[u]nless the amount of fees determined is so high or so low as to shock the 

conscience, an appellate court will not interfere." Id. This is because the trial judge 

participated not only in the trial, but in the preliminary proceedings and thus occupies the 

best position to gauge the value of services rendered by lawyers who have tried the case 

in that court. Id; Bigler v. Personal Serv. Ins. Co., 7th Dist. Belmont No. 12 BE 10, 2014-

Ohio-1467, ¶ 193. 

{¶44} When calculating the amount of attorney fees, a trial court is guided by a twostep determination. Lamar Advantage GP Co. v. Patel, 12th Dist. Warren No. CA2011-10-

105, 2012-Ohio-3319, ¶ 46. "The court should first calculate the 'lodestar' amount by 

multiplying the number of hours reasonably expended by a reasonable hourly rate and, 

second, decide whether to adjust that amount based on the factors listed in Prof.Cond.R. 
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1.5(a)." Id., citing Bittner at syllabus. See also Phoenix Lighting Group, L.L.C. v. Genlyte 

Thomas Group, L.L.C., 160 Ohio St.3d 32, 2020-Ohio-1056, ¶ 12. Those factors include 

the time and labor required, the novelty and difficulty of the questions involved and the skill 

requisite to perform the legal service properly, the amount involved and the results obtained, 

the experience, reputation, and ability of the lawyer or lawyers performing the services, and 

whether the fee is fixed or contingent. Ohio Valley Associated Bldrs. & Contrs. v. Rapier 

Elec., Inc., 12th Dist. Butler Nos. CA2013-07-110 and CA2013-07-121, 2014-Ohio-1477, ¶ 

59.

{¶45} In support of its fee request, Integrity presented a binder of billing records that 

Vorys believed to be related to the order for sanctions. James Kelly, the Vorys attorney 

who controlled the billing on the Integrity account, described the time entry procedures at 

his law firm. Kelly testified that all of the attorney time was billed in tenths of an hour. Kelly 

also testified that in preparing for the costs and fees hearing, his firm removed everything 

that did not have anything to do with the sanctions for spoliation. Kelly stated that this was 

accomplished by going through the billing records, line by line, to remove the unrelated time 

records. 

{¶46} Kelly identified the time records that his firm designated as "Discovery Motions 

and Related Briefing that Led to Sanctions." The total attorney fees reflected in the time 

records for these motions and related briefing was $493,538.50. Kelly also identified time 

records designated as "Other Discovery-Related Motions Arising from the Discovery 

Disputes." The total attorney fees for these motions amounted to $25,643.00. A third set 

of time records identified by Kelly was styled "Other Fees that were Tainted by TQL's 

Conduct" and totaled $271,032.05. The total attorney fees that Kelly testified were caused 

or impacted by TQL's spoliation and cover-up was $790,213.55. Finally, Vorys presented 

fees of $54,716.00 for work in preparation for the costs and attorney fees hearing and the 
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estimated fees of their expert witness of $11,500.00. 

{¶47} Brian O'Connor, Integrity's expert witness, also testified. O'Connor testified 

that Vorys charged at the higher end of the spectrum of fair and reasonable rates in the 

Cincinnati market. However, he testified that the fees were in line with rates from other 

competing firms and reasonable given the quality of legal work and the extensive discovery 

battles that occurred during the case. 

{¶48} To refute the amount Integrity claimed, TQL called Gary Winters as its expert 

regarding attorney fees. Winters' opinion was that the rates charged by Vorys' attorneys 

were excessive. Winters stated that the younger associates should have been billed at a 

more reasonable rate and more work should have been delegated to them at a lower rate. 

Winters also questioned the number of hours that Vorys' attorneys billed for certain work. 

Based on his calculation, Winters believed that a reasonable fee for Vorys' work was 

$85,953.00. TQL also called into question the form in which Integrity presented Vorys’ 

billing information suggesting it was not reliable and should not be considered as credible. 

{¶49} The trial court took the matter under advisement. Following review, the trial 

court found that Vorys' rates were reasonable billing rates in the Cincinnati market area for 

services rendered by attorneys of reasonable comparable skills, experience, and 

reputation. The trial court recognized that the customary client billing rate of the Vorys firm 

is one reliable indicia of the reasonable attorney fee rate in the market. Integrity's expert 

witness testified that Vorys' fees were at the high end of the scale, yet the trial court found 

the rate was reasonable based on Vorys' reputation and the fact that the case was "high 

stakes litigation." The trial court also noted that "[a]nother indica of reasonableness is the 

fact that Integrity knowingly and willingly entered into the attorney/client relationship 

knowing the rates charged by the Vorys firm." 

{¶50} The trial court disagreed, however, with certain fees that Integrity suggested 
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were recoverable. The trial court determined that Integrity was only entitled to recover 

attorney fees and costs that were directly related to the discovery disputes and pursuit of 

documents spoliated. These time records encompass the years 2015 through 2019. The 

trial court disregarded fees for TQL's second motion to disqualify Vorys. The trial court also 

excluded certain hours as being unreasonable or unnecessary. The trial court then 

calculated the lodestar amount as $451,135.00. The trial court further reduced this figure 

by 13 percent based on the testimony of Kelly, who explained that he authorized a 13 

percent discount in fees because the fees were "getting out of hand" for a net figure of 

$392,487.45. Based on its review of the evidence, the trial court awarded Integrity's counsel 

$392,487.45 in reasonable attorney fees and costs in the amount of $20,451.62. 

{¶51} Based on our review of the record, we find the trial court did not abuse its 

discretion in its decision awarding attorney fees and costs. The record reflects that the trial 

court heard competing testimony concerning the reasonableness of attorney fees. The 

record reflects that Vorys' time records, along with the description provided by Kelly's 

testimony, provided the detail necessary for the court to determine the time reasonably 

expended on the relevant motion resulting in sanctions. Contrary to various arguments 

raised by TQL, the information related to hours expended were properly admitted and there 

is no evidence that the trial court based its sanctions award on any misunderstanding of the 

case or for any improper motive.6 Rather, the record reflects that the trial court's decision 

was supported by an extensive evidentiary record and the trial court fairly and appropriately 

scrutinized the billing data in fashioning its sanctions award. Accordingly, we find TQL's 

6. We note that certain exhibits went missing during the pendency of the case. However, the record reflects 

that the trial court was able to review the entire record and did not ignore TQL's exhibits. TQL had an 

opportunity to supply the trial court with copies of any missing exhibits (which the trial court noted it had 

already seen and sufficiently reviewed for purposes of making its decision). Other than identifying a slight 

irregularity, TQL demonstrates no prejudice. This court had similar issues with missing exhibits in this appeal. 

As a result, we sua sponte issued an Entry Supplementing the Records with Exhibits pursuant to App.R. 9(E). 
Clermont CA2020-09-056 

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third assignment of error is without merit and is overruled. 

{¶52} Judgment affirmed. 

 

 M. POWELL and BYRNE, JJ., concur.