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

IN THE COURT OF APPEALS

TWELFTH APPELLATE D ISTRICT OF OHIO

CLERMONT COUNTY

TOTAL QUALITY LOGISTICS, LLC, Appellant,

- vs -

INTEGRITY EXPRESS LOGISTICS, LLC, Appellee. :

:

:

:

:

: CASE NO. CA2020-09-056

O P I N I O N

12/6/2021

CIVIL APPEAL FROM CLERMONT C OUNTY 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, Vi ctor A. Walton, Jr., and Emily E. St. Cyr, for appellee.

PIPER, P.J. {¶1} Appellant, Total Quality Logistics, LLC ("TQL"), appeals a deci sion of the Clermont County Court of Common Pleas awarding attorney fees in favor of appellee, Integrity Express Logistics, LLC ("Integrity"). For the reason s detailed below, we affirm the

trial court's decision.Clermont CA2020-09-056

- 2 - {¶2} TQL and Integrity are national providers of freight brokerage s ervices for the transportation industry. They connect customers who need freig ht transportation with trucking companies in exchange for a fee. This case arose afte r TQL alleged that its employee, Maggie Spears, provided TQL's pricing information to her boyfriend, Tyler Schlickman, an Integrity broker. TQL alleged that Schlickman u sed this confidential information to put together a successful bid for Wenner Bakery' s transportation and brokerage needs for t he 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 Vor ys, Sater, Seymour and Pease L.L.P. ("Vor ys"). After Vorys entered its ap pearance, TQL moved to disqualify Vorys based on prior work it had done for TQL betwee n 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 su bject matter of Vorys' former representation of TQL and that o f Vorys' present representation of Integrity. The trial court noted, however, that it would revisit the disqualification issu e if necessary. {¶4} On February 5, 2015, Integrity filed its answer to TQL's compla int denying TQL's allegations. Integrity also filed counterclaims against TQL. To support its counterclaims, Integrity alleged that TQL had tortiously interf ered with its contract with Wenner Bakery. Integrity also alleged that TQL had misappropri ated trade secrets concerning their own customer, West Central Florida Produce ("W est 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) misap propriation of trade secrets, (2) unfair competition, (3) unjust enrichment, (4) conversion, (5) enforce ment of a settlement agreement, and (6) punitive damages.Clermont CA2020-09-056

- 3 - recruiting Integrity employees. {¶5} Previously, on May 22, 2014, Integrity had sent TQL a preservat ion letter demanding that TQL preserve "email and other electronic communi cations" relevant to their claims and that TQL suspend all automatic deletion rules for el ectronic documents. Integrity further demanded that TQL preserve all records and information related to Integrity, Wenner Bakery, West Central, as well as communications between TQL emp loyees and Integrity employees. {¶6} TQL did not comply with Integrity's demands set forth in its pr eservation letter. TQL's failure to suspend automatic deletion rules, or otherwise preserve all records and information potentially relevant, resulted in the loss of innum erable documents that were otherwise discoverable by Integrity. Relevant to this case, TQ L 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 discove ry demands on TQL requesting communications involving Maggie Spears, as well as documents and emails related to Wenner Bakery and West Central. TQL also dem anded any emails exchanged between TQL and Integrity employees. TQL responded b y indicating that it would not comply with many of the requests citing general reaso ns. In essence, TQL represented that the information Integrity was requesting was n ot relevant and therefore need not be provided. At no time did TQL disclose that the doc uments 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 th e 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 suggestedClermont CA2020-09-056

- 4 - that the relevant documents would be produced as soon as the co urt entered an acceptable protective order. Following a hearing, the trial court determi ned that the documents Integrity had requested were relevant and orally instructed TQL to produc e 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 pr oduce Maggie Spears' emails, the documents related to its work for Wenner Ba kery, the documents related to West Central, or communications between TQL and Inte grity employees. TQL also continued to provide misleading responses to Integrity as to why the requests were not being honored. Integrity's Second Motion to Com pel and Discovery of Spoliation {¶10} In June 2016, Integrity filed a second motion to compel. TQL d efended the motion to compel arguing it could not be held in contempt becau se 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 mot ion was "completely baseless" and that its actions had "contravene[d] the spirit and substanc e of Civ. R. 37." It also determined that TQL had "acted reprehensibly in failing to prod uce 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 t hat Integrity first learned, following an exchange of correspondence with TQL's cou nsel, that certain documents relevant to this action had been destroyed. Upon lea rning information and records had not been preserved, and were now unavailable, Integ rity moved the trial court for sanctions against TQL for spoliation. Integrity also sough t discovery on issues relevantClermont CA2020-09-056

- 5 - 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 i nterrogatories 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 conce rning 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 pursui t of discovery concerning spoliation and the filing of a Civ.R. 30(B)(5) deposition notic e 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 stat ement in the prior decision had been misconstrued. The trial court found th e 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 rete ntion 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 a nd the deception that occurred throughout the duration of litigation. In a well-arti culated decision, the trial court explained the lengthy procedural history of the case, the poten tial relevancy of the documents withheld, and the undue delay caused by TQL. Princip ally, the trial court highlighted unreconcilable inconsistencies and determined that TQL had "compounded its mistakes by misleading Integrity and the court about its discov ery efforts." The trial court described the testimony from TQL's CLO as "perplexing, if not o utright disingenuous." TheClermont CA2020-09-056

- 6 - trial court found that TQL "chose a reckless course founded upo n 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 coul d 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 at torney 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 supplie d the trial court with data from Vorys' timekeeping and billing systems of all entries and dolla r 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 th eir 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 i n 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 er red 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 c ounsel, 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 c omplaint.Clermont CA2020-09-056

- 7 - 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 err or 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 sam e or a substantially related matter in which that person's intere sts are materially adverse to the interests of the former client. {¶21} A "substantially related matter" is defined as "one that involv es the same transaction or legal dispute or one in which there is a substan tial 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 su bsequent 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 th e 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 disqu alify, to determine whether (1) a past attorney-client relationship existed between the party seeking disqualification and the attorney it seeks to disqualify; (2) t he past subject matter of the previous relationship is substantially related to the current s ubject 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 t he client's policies and practices ordinarily will not preclude a subsequen t representation; on the other hand, knowledge of specific facts gained in a prior representation that are relevant to the matter in questio n ordinarily will preclude such a representation. Ohio Prof. Cond. Rule 1.9, Comment 3.Clermont CA2020-09-056

- 8 - (3) the attorney acquired confidential information from the par ty seeking disqualification. In re P.G.T. v. Trageser , 7th Dist. Columbiana No. 14 C O 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 att orney-client relationship between TQL and Vorys. The record reflects that A nthony 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 20 10. The representations primarily involved employment matters concerning breaches of no n-compete agreements. {¶24} Osterlund testified that he worked most closely with Jeff Monte lisciani, TQL's Senior Vice President of Sales. Montelisciani would notify Ost erlund when he believed a non-compete agreement had been violated. Montelisciani would t hen assist in developing the case. Montelisciani recalled that Vorys worked primarily o n cases involving noncompete and trade secret issues, along with some cargo claims a nd a review of a vendor

software contract. {¶25} Osterlund testified that in 2005 or 2006 he spent the day on th e TQL sales floor where he sat with one or two brokers to get an overview o f 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 spe cific pricing information being provided to him during his representation. Osterlund instead t estified that he recalled only that the information provided to him was general in nature. {¶26} Montelsciani testified that he had discussions with Osterlund a bout trade

secrets. Montelsciani testified that this included a discussio n that the information contained in TQL's software program known as Load Manager would constitut e a trade secretClermont CA2020-09-056

- 9 - because it contained customer lists, rates billed to customers, and rates paid to carriers. Montelsciani testified that he gave Osterlund "a pretty high-le vel view of how we bid on freight through the L oad Manager system." {¶27} Osterlund testified that he made suggestions to Montelsciani as to how to protect information identified as confidential and trade secret s. 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 no ne of the matters litigated by Vorys on behalf of TQL involved a bid for a customer contract o r a bid for freight brokerage

business. {¶28} Another partner for Vorys, Victor Walton, testified that the fi rm engaged in

several conflict checks and determined there was no conflict in representing Integrity given the TQL representation terminated three years prior and involve d 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 re presentation of Integrity were not substantially related. Therefore, because the representati ons were not substantially related, the trial court determined that TQL need not be disqua lified. 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 rele vant 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 a nd does notClermont CA2020-09-056

- 10 - constitute an abuse of discretion. TQL's claims in this case c oncerned allegations that an Integrity employee obtained TQL's pricing information and used that information to successfully bid for Wenner Bakery's transportation and brokera ge needs for the year 2014. Vorys' prior cases representing TQL, however, were primarily em ployment cases filed against TQL employees to enforce non-compete agreements. None of those prior matters involved Wenner Bakery, pricing and bids, Maggie Spears, or all egations of misappropriation by a competitor. {¶31} TQL nevertheless argued that Vorys was privy to confidential in formation in its prior non-compete cases. TQL, however, never explained how such information had any relevance to Integrity's defense of the claims asserted her e. TQL also asserted that Vorys prepared TQL Sales VP, Montelisciani, for a deposition in an employment case. Beyond hypothetical speculations TQL never explained how anythi ng discussed during that preparation relates to the Wenner Bakery procurement claims. S imply 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 presen ted by both parties. {¶32} In this case, TQL had the burden of establishing that this matt er 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 polic ies and practices, there is no specific trade information that it would have acquired co ncerning the relevant issues or parties involved in this dispute. The record does not demon strate Vorys acquired confidential information in its past relationship with TQL whic h 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 substantia lly related as contemplated in

the Dana test and in Ohio Prof. Cond. R ule 1.9 and Ohio Prof. Cond. Rul e 1.0(n).Clermont CA2020-09-056

- 11 - {¶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 potent ially 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 disc overy. After review of the record, we find TQL's arguments r egarding its second motion for disqualification to also be

without merit. {¶34} In this case, the trial court was well aware of the defenses ra ised by Integrity and its prior admonition concerning a potential conflict of int erest concerning trade secrets. With that knowledge, the trial court determined that TQL had mi sconstrued 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 secr et 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 object ion. This is because Integrity had raised this defense more than a year prio r. By allowing a year of litigation to pass without objection, the trial court found tha t TQL had forfeited any right to seek disqualification on those grounds. Finally, the trial cou rt 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 chal lenged whether TQL's pricing was a trade secret, it might revisit the issue of disqualification.Clermont CA2020-09-056

- 12 - {¶36} Having reviewed the record, including the detailed decisions is sued by the trial court, we find the trial court did not err or abuse its d iscretion by also denying TQL's second motion for disqualification. We agree that TQL once aga in failed to meet the second prong of the Dana test. There was no substantial relation or commonality of iss ues 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 disqualific ation 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 C iv.R. 30(B)(5) deposition of a TQL corporate representative, demonstrates a conflict of intere st. 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 there fore 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 e rred 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 dis covery disputes such that the trial court's discovery order and the awarded sanctions should be vac ated. However, we find this issue is moot based upon our resolution of TQL's first ass ignment of error. As noted above, the trial court did not err by failing to disqualify Vor ys 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 t o consider waiver when movant waited five months before filing for disqualification and in that time the opposin g party had spent a significant amount of time and resources preparing the case with counsel).Clermont CA2020-09-056

- 13 - 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 thir d assignment of error, TQL alleges the trial court's award of attorney fees was arbitrary, unreaso nable, and against the manifest weight of the evidence. We find TQL's argument to be without m erit. {¶43} A trial court has discretion to determine the appropriate amoun t of attorneys' fees to award in each case, and thus, a fee award is not overtu rned 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 proc eedings and thus occupies the best position to gauge the value of services rendered by lawyer s 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 t he 'lodestar' amount by multiplying the number of hours reasonably expended by a reason able hourly rate and, second, decide whether to adjust that amount based on the facto rs listed in Prof.Cond.R.Clermont CA2020-09-056

- 14 - 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 incl ude 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 inv olved and the results obtained, the experience, reputation, and ability of the lawyer or lawyer s 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 t he Integrity account, described the time entry procedures at his law firm. Kelly testified that all of the attorney time wa s 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 spoliat ion. 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 attorne y 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 at torney fees hearing and theClermont CA2020-09-056

- 15 - 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 an d 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 c harged by Vorys' attorneys were excessive. Winters stated that the younger associates sho uld have been billed at a more reasonable rate and more work should have been delegated t o them at a lower rate. Winters also questioned the number of hours that Vorys' attorne ys billed for certain work. Based on his calculation, Winters believed that a reasonable fe e for Vorys' work was $85,953.00. TQL also called into question the form in which In tegrity presented Vorys’ billing information suggesting it was not reliable and should n ot be considered as credible. {¶49} The trial court took the matter under advisement. Following re view, the trial court found that Vorys' rates wer e 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 knowingl y and willingly entered into the at torney/client relationship knowing the rates charged by the Vorys firm." {¶50} The trial court disagreed, however, with certain fees that Inte grity suggestedClermont CA2020-09-056

- 16 - were recoverable. The trial court determined that Integrity wa s only entitled to recover attorney fees and costs that were directly related to the disco very disputes and pursuit of documents spoliated. These time records encompass the years 20 15 through 2019. The trial court disregarded fees for TQL's second motion to disqual ify Vorys. The trial court also excluded certain hours as being unreasonable or unnecessary. T he 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 th at 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 co urt 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. T he record reflects that the trial court heard competing testimony concerning the reasonableness o f attorney fees. The record reflects that Vorys' time records, along with the descri ption provided by Kelly's testimony, provided the detail necessary for the court to deter mine the time reasonably expended on the relevant motion resulting in sanctions. Contra ry to various arguments raised by TQL, the information related to hours expended were p roperly admitted and there

is no evidence that the trial court based its sanctions award o n 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 pende ncy of the case. However, the record reflects that the trial court was able to review the entire record and d id not ignore TQL's exhibits. TQL had an opportunity to supply the trial court with copies of any missin g exhibits (which the trial court noted it had already seen and sufficiently reviewed for purposes of making i ts decision). Other than identifying a slight irregularity, TQL demonstrates no prejudice. This court had si milar issues with missing exhibits in this appeal. As a result, we sua sponte issued an Entry Supplementing the Re cords with Exhibits pursuant to App.R. 9(E).Clermont CA2020-09-056

- 17 - third assignment of error is without merit and is overruled. {¶52} Judgment affirmed.

M. POWELL and BYRNE, JJ., concur.