[Cite as Manshadi v. Bleggi, 2021-Ohio-3593.]

IN THE COURT OF APPEALS OF OHIO 

SEVENTH APPELLATE DISTRICT 

MAHONING COUNTY

JAVAD D. MANSHADI, M.D., et al., 

Plaintiffs-Appellants, 

v. 

ALBERT BLEGGI, M.D., et al., 

Defendants-Appellees.

 

OPINION AND JUDGMENT ENTRY 

Case No. 20 MA 0066 

 

Civil Appeal from the 

Court of Common Pleas of Mahoning County, Ohio 

Case No. 2016 CV 320 

BEFORE: 

Cheryl L. Waite, Carol Ann Robb, Judges and Judge Mary Jane Trapp, Judge of the 

Eleventh District Court of Appeals, Sitting by Assignment. 

JUDGMENT: 

Vacated. 

Reversed and Remanded. 

Atty. Stephen P. Hanudel, 124 Middle Avenue, Suite 900, Elyria, Ohio 44035, for

Plaintiffs-Appellants 
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Atty. Richard G. Zellers, 3695 Boardman Canfield Road, Bldg. B, Suite 300, Canfield, 

Ohio 44406, for Defendants-Appellees. 

 

Dated: September 29, 2021 

 

WAITE, J. 

{¶1} Appellants appeal the June 5, 2020, judgment entry of the Mahoning County 

Court of Common Pleas granting Appellees’ motion to dismiss following our limited order 

of remand. Appellants correctly assert that the trial court failed to address the outstanding 

questions as to Appellants’ conversion claim that were remanded and the trial court erred 

when it dismissed the matter without following the instructions on remand. For the 

following reasons, the June 5, 2020 judgment entry is vacated and the matter is once 

again remanded to the trial court for proceedings consistent with this holding and our 

Opinion in Manshadi v. Bleggi, 2019-Ohio-1228, 134 N.E.3d 695 (“Manshadi I”). 

Factual and Procedural History 

{¶2} The following facts are derived from the record as set forth in Manshadi I. 

On or about September 15, 1997, Appellee, Albert Bleggi (“Bleggi”), a 

physician, formed Medical Imaging Network, Inc. (“MIN”). Bleggi was the 

sole shareholder of MIN and MIN is also an Appellee. Appellees owned 

radiology equipment and operated a radiology practice. On June 20, 2005, 

MIN filed for Chapter 11 bankruptcy protection in the United States 

Bankruptcy Court for the Northern District of Ohio. On August 17, 2005, 

Bleggi filed for bankruptcy protection in the same jurisdiction. On January 

30, 2006, Lyon Financial Services, Inc. (“Lyon”), a secured creditor in 
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Bleggi’s bankruptcy, filed a complaint in the bankruptcy court objecting to 

Bleggi’s request for a discharge of his debts in his Chapter 7 bankruptcy. 

On May 4, 2007, the parties in MIN’s bankruptcy filed a joint Chapter 11 

plan of liquidation. In this plan, Lyon, Bleggi and MIN agreed that Bleggi 

would form a new entity to which Lyon would lend approximately $3.2 million 

dollars in exchange for a cognovit note guaranteed by Bleggi. On May 27, 

2007, Bleggi formed Medical Imaging Diagnostics, LLC (“MID”) as a single 

member limited liability company, with Bleggi as the sole member. After 

MIN’s Chapter 11 plan was confirmed, Lyon and Bleggi reached an

agreement to dismiss Lyon’s complaint against Bleggi’s bankruptcy filing, 

because Lyon was to receive its relief through operation of the MIN Chapter 

11 plan. 

Sometime in early 2008, Bleggi and MID defaulted on the Lyon cognovit 

note. On April 2, 2008, Lyon sued Bleggi, Bleggi’s wife, his realty company 

and MID in Mahoning County Common Pleas Court for default on the 

cognovit note. (Mahoning County Case No. 08CV1376). Lyon obtained 

judgment on the note on April 7, 2008. 

On June 4, 2008, Lyon filed a motion asking that a receiver be appointed 

over MID. This receiver was appointed on June 16, 2008. On November 

7, 2008, the trial court ordered the sale of all of MID’s assets. In late 2008 

or early 2009 Appellant Javad Manshadi (“Manshadi”), learned of the 

opportunity to purchase MID’s assets through his father-in-law, George 
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Alexander. Alexander was a long-time friend of Bleggi. On March 12, 2009, 

Manshadi formed Galexco, LLC, a single member limited liability company 

with Manshadi as the only member, for the sole purpose of purchasing 

MID’s assets (Manshadi and Galexco are hereinafter referred to collectively 

as “Appellants”). On April 2, 2009, Galexco entered an appearance in the 

trial court as a potential buyer of MID’s assets. On August 31, 2009, 

Galexco was approved for a Small Business Administration (“SBA”) loan 

from Excel National Bank (“Excel”) for $1.18 million in order to purchase 

MID’s assets. Manshadi executed a personal guarantee on the loan. 

On October 2, 2009, the court approved an agreed order for the sale of 

MID’s assets to Galexco for $1.3 million. Galexco purchased all rights, title 

and interest in MID’s assets, including tangibles and certain intangibles. 

This included radiology equipment, x-ray machines, MRI machines and CT 

scan machines which had been owned by MID. The terms provided that 

Galexco advance $75,000 to the receiver and then pay $1.225 million 

directly to Lyon. The $1.225 million to Lyon was to satisfy the judgment 

against Bleggi. On January 8, 2010, Galexco tendered payment according 

to the terms of this agreement and the court approved the final distribution 

and closed the case. 

* * * Manshadi contends that in early 2010, the parties agreed that Galexco 

would maintain ownership of the equipment, but that MID would be 

permitted to utilize this equipment to operate MID’s Boardman and Liberty 
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locations, where the equipment had remained ever since it was purchased 

by Appellees. Manshadi contends that in the oral agreement with 

Appellees, in exchange for use of the equipment, Appellees agreed to pay 

Appellants a one-time sum of $350,000. According to the terms of 

Manshadi’s SBA loan with Excel, Galexco was required to maintain 

ownership of the equipment. Also according to the terms of the SBA loan, 

however, Galexco was required to operate the equipment and bill insurance 

providers under its own medical provider identification number and maintain 

insurance on the subject equipment. Manshadi alleges that the parties 

agreed that their arrangement allowing MID to operate was intended to last 

less than a year, because the parties were looking for a buyer of Appellees’ 

practice and were hoping it would sell within that time. Further, Manshadi 

asserts that Appellees agreed to pay the monthly payment that Manshadi 

owed to Excel on the SBA loan, and in exchange Appellees would keep all 

other profits from the radiology practice. Manshadi admits that shortly after 

entering into the oral agreement, Bleggi informed him that he would not be 

able to secure the funds necessary to make the one-time lump sum 

payment. Hence, Appellees began making additional monthly payments of 

between $3,000 to $4,000 per month, commencing sometime in early 2010. 

These payments continued for approximately three years. MID continued 

to pay the monthly Excel SBA loan payment for approximately one year. 

The record contains no copies of cancelled checks or other evidence in 

support of the amount or duration of any of these payments. 
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The parties attempted to find a buyer for Appellees’ practice and engaged 

in negotiations with St. Elizabeth’s Hospital for a short time, but a sale of 

the practice was never achieved. On April 11, 2013, Excel notified Galexco 

that it was in default on the loan, because services utilizing the equipment 

were being provided under MID’s provider number, rather than a provider 

number obtained by Galexco. Manshadi contends that he had been telling 

Bleggi that he needed his own provider number, but that Bleggi had 

dissuaded him, assuring him the practice would be sold in the intervening 

time period. 

Since Galexco had not insured the equipment, on April 12, 2013, Appellees 

obtained two Travelers Insurance policies covering the Galexco equipment: 

the first was a commercial general liability policy and a business owner 

policy, naming Galexco as an additional insured. The second policy was 

only in MID’s name but was to insure the equipment owned by Galexco. 

Manshadi contends that he met with his attorney, who had been 

representing him throughout his dealings with Appellees, on May 16, 2013 

to discuss the technical default issue and that Bleggi was present. We note 

that the record reflects this attorney was a long-time friend of Bleggi’s. 

Bleggi contends he was not present for any such discussions regarding 

technical default on the loan. Manshadi alleges that his lawyer and Bleggi 

urged him to sign a document transferring 50% ownership of Galexco to 

Bleggi, as well as giving Bleggi the power to cast any tie-breaking vote in 
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Galexco. Manshadi contends he was told by both that this would result in 

making Bleggi liable for one-half of the Excel loan and would solve the 

technical default issue. Manshadi claims his lawyer told him the lawyer had 

spoken with Excel and received approval for the transaction. On this basis, 

Manshadi contends he signed a document transferring ownership. No such 

document was ever produced and is not a part of the record. However, 

Manshadi claims he contacted Excel after the transfer of Galexco to confirm 

what had transpired. Excel indicated that it did not approve the transaction 

and that any change in management of Galexco without prior approval 

would result in violation of the loan agreement. 

Manshadi contends that a short time later, Bleggi stopped making monthly 

payments on both the outstanding $350,000 lump sum debt and on the 

monthly Excel loan payment. Manshadi also alleges that Bleggi assumed 

control of Galexco’s financial documents and prevented Manshadi from 

having access to any of Galexco’s records. Manshadi says he attempted 

to obtain the records by going to MIN’s Boardman location but that Bleggi 

refused access and called the police to escort Manshadi off of the property. 

On June 18, 2013, Manshadi sent an email to his lawyer and to Bleggi 

stating that he was voiding the controlling interest agreement he had signed. 

There was no response to the email. 

On July 8, 2013, Manshadi, in his individual capacity, filed an action against 

Bleggi, MID, and Galexco for refusal to allow Manshadi access to records 
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and for conversion, fraud, and breach of contract. (Mahoning County Case 

No. 13CV1822). 

On September 10, 2013, Excel sent Galexco, via Manshadi, a notice of 

default on the loan and a demand for full payment of the principal balance. 

The total amount due at the time was $838,357.65. 

In this 2013 action, Manshadi filed for a temporary restraining order seeking 

to enjoin Appellees from dissipating, hiding, or compromising the assets of 

Galexco while the matter was pending. A hearing was held on the 

temporary restraining order on September 19, 2013. Several individuals 

testified, including both Bleggi and Manshadi. Transcripts from the hearing 

in that action have been filed in this matter and are part of the record for 

review. During his testimony, Bleggi admitted that he had been paying the 

Excel loan monthly stating, “[t]he agreement with me and Galexco is to 

make sure the bank note gets paid for the equipment.” (9/19/13 Tr., p. 190.) 

Regarding the lump sum payment from MID to Galexco, Bleggi testified, 

“$300,000 we agreed to pay him.” (9/19/13 Tr., p. 200.) Bleggi testified that 

there was no written document for this agreement and “[h]e’s been paid 

165- so far, so he’s owed another 135,000. And I’ve kept up my word. 

That’s 300,000.” (9/19/13 Tr., p. 201.) Bleggi also answered in the 

affirmative when asked if he was required to pay the Excel loan and whether 

it was delinquent at that time. (9/19/13 Tr., p. 201.) 
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While these matters were pending, due to below normal temperatures in 

January of 2014, water pipes froze and ruptured at MIN’s Boardman 

location where some of Galexco’s equipment was located. Shortly 

afterward, Appellees submitted a claim to Travelers, alleging the subject 

equipment suffered total damage and loss due to the flooding. Over the 

next several months, Travelers made several payments to Appellees 

pursuant to its policies of insurance, totaling over $1 million. 

On July 23, 2014, Excel entered into a voluntary surrender and release 

(VSRA) Article 9 sale agreement with Appellees. The VSRA acknowledged 

that Appellants owned the equipment in which Excel had a security interest, 

that Appellants were in default, and that $875,000 remained due and owing 

on the loan. Despite this, Appellants were never made a party to the 

agreement. The VSRA also acknowledged that Appellees had obtained 

insurance on the subject equipment and that Travelers had issued two 

checks made payable to MID and Excel in the amounts of $610,216.32 and 

$34,619.60 for equipment damage or loss. The VSRA further indicated that 

MID was in possession and control of the secured assets and that MID 

intended to purchase the assets from Excel in a private sale pursuant to 

R.C. 1309.101. Finally, the VSRA had as an attachment an exhibit listing 

all of the Galexco equipment in which Excel had a secured interest, totaling 

$465,000. This exhibit does not separate or separately value undamaged 

equipment from the Liberty location from damaged equipment located in 

Boardman. It also does not include any equipment owned by MID or any 
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specific valuations of this property. This exhibit also stated that MID was to 

retain the remaining $179,835.92 of the insurance proceeds to cover the 

loss of equipment owned by MID which was damaged or destroyed when 

the pipes burst. The VSRA provided Excel’s release to Appellees from 

further liability, but specifically stated that Excel was preserving its 

deficiency claims against Appellants. The VSRA was executed by Excel 

and Appellees. 

Due to issues with substitution of counsel and the requirement of additional 

time to prepare for trial, on September 10, 2014 Manshadi filed a notice 

dismissing the 2013 lawsuit without prejudice pursuant to Civ.R. 41(A). 

On January 29, 2016, Manshadi filed the instant suit, alleging similar claims 

of fraud, conversion, and breach of contract. This suit was filed by him, 

individually, and on behalf of Galexco. In this suit, Appellants requested a 

declaratory judgment that Manshadi be deemed the sole owner of Galexco 

and an order that the May 2013 transfer agreement be invalidated. On 

January 29, 2016, Appellants filed a motion for a restraining order in this 

action, again seeking to enjoin Appellees from disposing of any assets, 

including, money and property that allegedly belonging [sic] to Galexco. On 

March 3, 2016, Appellees filed a motion to dismiss and for sanctions. They 

alleged that the one-year saving statute, R.C. 2305.19, had run in this 

matter, barring Appellants from raising these claims. As Bleggi alleged that 

his counsel informed counsel for Manshadi that the savings statute no 
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Case No. 20 MA 0066

longer applied prior to refiling, sanctions were sought. Manshadi contended 

that because his breach of contract claim had a six or eight year statute of 

limitations, the savings statute did not apply and as the claims were refiled 

within this statute of limitations the case should not be dismissed. In a 

judgment entry dated July 7, 2016, the trial court denied the motion to 

dismiss. 

On June 30, 2017, Appellants filed a motion for summary judgment seeking 

judgment for damages against all defendants jointly and severally in the 

amount of $457,000 and for the court to find that Bleggi had no interest in 

Galexco because Galexco was wholly owned by Manshadi. Several 

exhibits were attached, including: (1) an affidavit from Manshadi setting 

forth evidence of his ownership in Galexco; (2) a copy of the VSRA between 

Appellees and Excel with the itemized list of the equipment subject to the 

VSRA; (3) a statement of loss issued by Travelers Insurance reflecting 

insurance payments made to MID and a schedule of the equipment subject 

to the insurance payments; (4) a spreadsheet listing of all the equipment 

that was owned by Appellees; (5) a notification of disposition of collateral 

sent to Appellants from Excel, showing that the subject equipment was 

scheduled to be sold at a private sale; (6) a secured party bill of sale from 

Excel to MID, reflecting that MID purchased all of Galexco’s equipment for 

$465,000 pursuant to R.C. 1309.101; (7) a copy of the endorsed check from 

Travelers Insurance to MID and Excel in the amount of $610,216.32; (8) a 

copy of the personal guarantee executed by Manshadi for the Excel SBA 
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loan in 2009; (9) a copy of the loan agreement executed by Manshadi, 

acting on behalf of Galexco, and Excel in 2009; (10) a copy of the note for 

the Galexco SBA loan; (11) a copy of the security agreement between Excel 

and Galexco with an attached schedule of the collateralized equipment; (12) 

a copy of the standby creditor’s agreement listing Bleggi, individually, as the 

standby creditor and Galexco as the standby borrower; (13) a promissory 

note executed by Galexco to Bleggi, individually, for $155,000 for the first 

balloon payment on the subject equipment; (14) a statement of the Excel 

SBA loan showing payments made on the loan from September 2009 

through December of 2014, including the lump sum payment from the 

private purchase by MID, and having an outstanding balance of 

$363,123.81; (15) articles of organization for Galexco filed with the Ohio 

Secretary of State in 2009; and (16) a copy of the agreed order approving 

the sale of the Galexco equipment from the receiver to Appellees. 

On July 26, 2017, Appellees also filed a motion for summary judgment. In 

their motion they argued that they were entitled to judgment for several 

reasons. First, they argued Counts 2 and 3 of the complaint, which raised 

claims for conversion and fraud in the transfer of Galexco’s ownership, were 

moot. They argued that since there was never any transfer of Galexco 

stock, there was never a document produced to evidence that Manshadi 

signed over 50% ownership. They also argued that Manshadi’s tax returns 

showed him as the sole owner of Galexco, retaining all of Galexco’s profits 

and losses. 
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Next, Appellees claimed that Count 1, alleging the conversion of the medical 

equipment, was not supported by the facts as alleged by Manshadi. 

Appellees proceeded to outline multiple facts which allegedly showed that 

Bleggi never received any proceeds relative to Galexco equipment. 

Appellees claimed that neither Manshadi nor Galexco ever obtained 

insurance on the subject equipment as required by the Excel loan, so 

Appellants were in breach of their loan agreement from the beginning. 

Ultimately, Appellees obtained this insurance. Payments made by 

Travelers for the damaged Galexco equipment were negotiated between 

Travelers, counsel for MID and Excel. The burst water pipe damaged both 

Galexco and MID property: all of this property was covered by Travelers 

Insurance. Excel received payment from Travelers for the damaged 

Galexco equipment. The value for that equipment was determined by the 

insurance adjusters and Excel. Since the loan agreement provided that 

Excel had a security interest in all of the equipment, Appellants had no 

remaining interest in the equipment once Excel asserted its rights as a 

secured creditor. Based on these alleged facts, Appellees suggested in 

their motion for summary judgment that Appellants should seek recourse 

against Excel, rather than Appellees, claiming that Appellants were 

informed of the pending sale of the collateral by Excel, which sent 

Appellants a notice of disposition of collateral, and that Excel rightfully 

exercised their claim over the collateral pursuant to the VSRA agreement. 
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Regarding Count 4 of the complaint, alleging breach of contract, Appellees 

argued that any contract that existed between the parties was oral, and 

admittedly consisted of payments made by MID to Galexco on a monthly 

basis over several years as opposed to a one-time lump sum payment. 

Pursuant to R.C. 2305.07, an action on an oral contract must be brought 

within six years after the cause accrued. As the oral promise alleged by 

Manshadi began when payments were made in October or November of 

2009 and their action was not filed until January 29, 2016, these claims are 

outside the statute of limitations. 

Attached to Bleggi’s motion was an affidavit stating that he did not 

remember signing any document transferring 50% ownership of Galexco 

and that he made several payments to Manshadi reflecting both profits from 

the business and for payment of the Excel loan. He averred that he never 

promised to pay $300,000 in a lump sum. He stated that he did not retain 

insurance proceeds from the subject equipment. A copy of the security 

agreement between Galexco and Excel was attached to the motion. 

Appellees also attached the statement of loss from Travelers Insurance and 

the notice of disposition of collateral from Excel to Appellants. 

In a judgment entry dated January 23, 2018, the trial court overruled 

Appellants’ motion and granted Appellees’ summary judgment motion. The 

trial court reached the following conclusions based on the pleadings, 

documents filed and the transcript of the hearings held in the previous 
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action. Regarding the dispute over ownership of Galexco, the alleged 

transaction transferring 50% ownership never took place, and all claims in 

this regard were moot. 

Regarding the conversion of the medical equipment claims, the trial court 

found that Appellants were seeking $179,825.92 of the insurance proceeds, 

claiming Appellees improperly kept that amount when it should have gone 

to Excel as the secured creditor, in payment on the equipment. The trial 

court held that because Appellants never obtained insurance on the 

equipment, they had no claim to any of the insurance proceeds. Moreover, 

Appellees bought and owned certain equipment insured with Travelers that 

was also damaged and Appellees were paid only for this equipment from 

the insurance proceeds. Regarding Galexco’s equipment, the court found 

that it was appraised and its value adjusted, and Excel was paid for the 

value of this equipment as the secured creditor of the loan between Galexco 

and Excel because the loan was in default. Appellants were given notice 

that Excel was disposing of the remaining viable Galexco equipment by 

selling it to MID, and so given an opportunity to object or request a specific 

accounting, but did not. Hence, Galexco waived that right. As Appellants 

are not entitled to recover any of the insurance proceeds, they were unable 

to recover on their conversion claims. 

Regarding breach of contract claims, Appellants failed to produce a written 

contract demonstrating the alleged 50% transfer of ownership of Galexco 
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to Bleggi, and the record did not show that such transfer ever took place. 

As to the alleged agreement to pay Appellants either $350,000 or $300,000, 

the trial court also concluded that any contract for payment that is not to be 

performed within one year must be in writing pursuant to R.C. 1335.05. 

Appellants acknowledged in their motion for summary judgment that a lump 

sum payment was not made. Instead, payments were made by Appellees 

at the rate of $3,000 to $4,000 per month beginning in 2009 with the 

agreement of Appellants. The complaint in the action was filed January 29, 

2016. Any promise to pay, according to Appellants’ own motion for 

summary judgment, began in October or November of 2009. As there was 

no one-time payment but a series of installments that continued over 

several years, in the absence of a written contract Appellants were 

precluded from bringing this breach of contract claim by the statute of 

frauds. 

Manshadi I, ¶ 3-27.

{¶3} Appellants appealed the 2018 order (Manshadi I). They argued the trial 

court erred in granting Appellees’ motion for summary judgment on their claims of 

conversion and breach of contract. We determined that, although the Appellants brought 

a common law claim of conversion, all of the medical equipment at issue was used as 

collateral for Appellants’ SBA loan and that Excel, as the holder of the loan, had taken a 

security interest in the equipment as a secured creditor. Thus, we held that any 

disposition of the collateralized equipment by Excel fell under the strict notice 

requirements for secured transactions pursuant to Section 9-611 of the Uniform 
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Commercial Code (UCC), codified in Ohio as R.C. 1309.611. Id. at ¶ 38. Pursuant to 

R.C. 1309.611, Excel was required to “send a reasonable authenticated notification of 

disposition” to Appellants prior to the sale in order to give Appellants the opportunity to 

request an accounting of the collateral. We further held that the notification sent to 

Appellants by Excel listed the sale date for the collateral as “sometime after August 3, 

2014” but that the sale of the collateral by Excel to Appellees, through an Article 9 

voluntary surrender and release agreement (“VSRA”), was executed on July 23, 2014, 

rendering the notice invalid on its face. Manshadi I, ¶ 42. In addition to the invalid notice 

issue, we held the record was insufficient regarding key terms of the sale between 

Appellees and Excel. Specifically, (1) the record did not show that separate valuations 

were obtained and disclosed for the undamaged and damaged equipment; (2) the record 

contained no evidence of what Appellees paid for each of these separate groups of 

equipment; and (3) that the purchase by Appellees was made using the Travelers’ 

insurance proceeds. Thus, we held: 

Reasonable minds could differ, after review of this record, on the issue of 

whether insurance proceeds due and owing solely for damaged equipment 

was instead converted by Appellees and used towards the purchase of 

other, undamaged Galexco equipment. Reasonable minds could differ as 

to whether the disposition of the equipment by Excel through a purported 

Article 9 sale to Appellees, who admit they had agreed to pay Appellants’ 

loan with Excel and that the loan was allowed to default, amounted to a sale 

to a bona fide purchaser. Because these questions of fact exist there are 
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outstanding matters for trial in this matter and summary judgment was not 

appropriate with regard to Appellants’ conversion claim.

Manshadi I, ¶ 42. 

{¶4} As a result, we remanded the matter to the trial court, holding: 

As genuine issues of material fact exist regarding the validity of the 

underlying Article 9 sale of all of the collateralized equipment, Appellant’s 

first assignment of error has merit and is sustained. 

* * * 

Therefore, the judgment of the trial court is reversed only as it pertains to 

Count 1 of Appellants’ complaint for conversion of the subject equipment. 

The remainder of the trial court’s judgment is affirmed and the matter is 

remanded to the trial court for further proceedings according to law.

Manshadi I, ¶ 56-58. 

{¶5} On remand, before any proceedings were held in the trial court, Appellees 

filed a motion to dismiss on February 25, 2020, asserting: 

The Court of Appeals specifically took issue with the notice requirements 

finding that they were not complied with. Upon a review of the relevant law, 

it is the Defendants’ position that they are not responsible for providing the 

Plaintiffs with notice prior to the disposition of collateral, but rather, it is the 

secured parties’ responsibility to properly notify the Plaintiffs. The secured 
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party in this matter was Excel National Bank. They were the party who 

collected collateral from the Plaintiffs and Defendants to be disposed of due 

to a default in a loan agreement with them. It was Excel National Bank’s 

responsibility to properly notify the Plaintiffs prior to the disposition of 

collateral which the Court of Appeals found that they did not; thus, 

remanding the case for further proceedings with this Honorable Court. 

Defendants, however, are not responsible for notification and thus are no 

longer liable in this matter. Thus, they are requesting their dismissal from 

the suit as this matter is to be litigated solely between the Plaintiffs and 

Excel National Bank. 

(2/25/20 Motion to Dismiss.) 

{¶6} On March 10, 2020, Appellants filed a response arguing that Appellees 

misinterpreted our opinion in Manshadi I. Specifically, Appellants argued that Appellees 

ignored a portion of our holding in that we not only held that Excel’s notice was not 

reasonable and was invalid on its face, but, also, that a genuine issue of material fact 

existed as to whether Appellants were bona fide purchasers of the medical equipment at 

issue. 

{¶7} On June 5, 2020, the trial court issued a short judgment entry, stating: 

Upon review and consideration of the matter, and for good cause shown, 

Defendants [sic] Motion to Dismiss is sustained. Claims remaining in 

Plaintiffs [sic] Complaint against Defendants are dismissed with prejudice. 

Costs taxed to Plaintiffs. 
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(6/5/20 J.E.)

{¶8} Appellants filed this timely appeal. 

ASSIGNMENT OF ERROR 

THE TRIAL COURT ERRED BY GRANTING APPELLEES' MOTION TO 

DISMISS. 

{¶9} Appellants argue the trial court improperly dismissed this matter on remand 

from our holding in Manshadi I. From the cursory fashion that both Appellees’ motion to 

dismiss and the trial court’s judgment entry granting the dismissal were drafted, it is not 

clear whether the matter was dismissed pursuant to Civ.R. 12(B)(6) or on summary 

judgment. Nevertheless, the record is clear that this matter is not ripe for dismissal under 

either standard. Pursuant to the law-of-the-case doctrine, a trial court lacks the authority 

to extend or vary the mandate issued by a superior court. As this issue presents a 

question of law we must apply a de novo review standard. Arnott v. Arnott, 132 Ohio 

St.3d 401, 2012-Ohio-3208, 972 N.E.2d 586, ¶ 17. 

{¶10} The law-of-the-case doctrine has long existed in Ohio jurisprudence and 

provides that, “the decision of a reviewing court in a case remains the law of that case on 

the legal questions involved for all subsequent proceedings in the case at both the trial 

and reviewing levels.” Hopkins v. Dyer, 104 Ohio St.3d 461, 2004-Ohio-6769, 820 N.E.2d 

329, ¶ 15, quoting, Nolan v. Nolan, 11 Ohio St.3d 1, 3, 432 N.E.2d 410 (1984). The 

purpose of the doctrine is to ensure the consistency of results in a case, to avoid endless 

litigation by settling issues and also to preserve the integrity of superior and inferior courts 

set forth in the Ohio Constitution. Id. 
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{¶11} The law-of-the-case doctrine is generally considered “a rule of practice 

rather than a binding rule of substantive law[.]” Nolan, at 3. The Ohio Supreme Court 

has explained that the Ohio Constitution “does not grant to a court of common pleas 

jurisdiction to review a prior mandate of a court of appeals.” State ex rel. Potain v. 

Mathews, 59 Ohio St.2d 29, 32, 391 N.E.2d 343 (1979). The doctrine ensures that trial 

courts follow the mandates of the reviewing court. Nolan at 3. Moreover, “[a]bsent 

extraordinary circumstances, such as an intervening decision by the Supreme Court, an 

inferior court has no discretion to disregard the mandate of a superior court in a prior 

appeal in the same case.” Id., syllabus. Thus, a trial court does not have the authority to 

extend or vary the mandate issued by a reviewing court. Id. at 4. “[W]here at a rehearing 

following remand a trial court is confronted with substantially the same facts and issues 

as were involved in the prior appeal, the court is bound to adhere to the appellate court’s 

determination of the applicable law.” Id. at 3. 

{¶12} In Manshadi I, we held both that Excel’s notice of disposition of the collateral 

was invalid on its face and, in addition, that a number of questions of fact still remained 

regarding Appellants’ claim for conversion. Specifically, that the record was factually 

insufficient to support a valid sale of the collateral. Key terms and conditions of the sale 

were absent from the record including itemized valuations of both the damaged and 

undamaged property; itemized purchase prices for both the damaged and undamaged 

equipment and the specific source of the proceeds used to purchase both the damaged 

and undamaged equipment. We held that, in addition to the invalid notice and the effect 

that may have on the outstanding issues in this case, several questions of fact must be 

resolved. As a result, Appellants’ conversion claim remained outstanding. Those same 
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questions of fact remain unresolved. Without any further proceedings or the introduction 

of any additional evidence into the record, the trial court on remand was presented with 

the identical factual record as it had prior to our decision in Manshadi I. Hence, dismissal 

of the matter, whether by summary judgment or utilizing Civ.R. 12(B)(6), is improper 

based on this record. 

{¶13} We remanded the matter in Manshadi I holding, “the judgment of the trial 

court is reversed only as it pertains to Count 1 of Appellants’ complaint for conversion of 

the subject equipment. The remainder of the trial court’s judgment is affirmed and the 

matter is remanded to the trial court for further proceedings according to law.” Manshadi, 

¶ 56, 58. Contrary to Appellees’ assertion, we did not solely determine that Excel’s notice 

of the sale was invalid. We specifically reversed the trial court’s summary judgment 

decision on the conversion claim. We were clear in Manshadi I that the trial court erred 

in granting summary judgment because the notice of the sale was invalid, this had an 

effect on all subsequent actions of the parties, and that factual questions remained 

regarding the sale and whether Appellees were bona fide purchasers. Appellants’ claim 

for conversion remained outstanding as a result. 

{¶14} On remand, no proceedings in aid of resolution were held nor did either 

party introduce any additional evidence into the record, meaning the trial court was 

confronted with the same facts and issues with which it was confronted prior to appeal. 

Hence, the issues are identical to those presented to us in the first appeal where we held 

the conversion claim could not be dismissed through summary judgment. Since the 

matter had once been determined in summary judgment and we reversed, finding that 

questions of fact remained did not allow determination of the issues as a matter of law, it 
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is axiomatic that the matter could not be dismissed for failing to state a claim pursuant to 

Civ.R. 12(B)(6). Under the law of the case doctrine, the trial court was required to adhere 

to our determination of the applicable law. Giancola v. Azem, 153 Ohio St.3d 594, 2018-

Ohio-1694, 109 N.E.3d 1194, ¶ 16. Further proceedings are required to resolve any and 

all outstanding questions of fact as to whether the sale was valid and ownership of the 

equipment properly transferred to Appellees via the Article 9 sale. 

{¶15} For the reasons stated above, Appellants’ assignment of error has merit and 

the judgment of the trial court is reversed. The matter is once again remanded for 

proceedings consistent with this holding and the Court’s holding in Manshadi I. 

Robb, J., concurs. 

Trapp, J., concurs. 
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For the reasons stated in the Opinion rendered herein, the assignment of error is

sustained and it is the final judgment and order of this Court that the judgment of the Court

of Common Pleas of Mahoning County, Ohio, is reversed. We hereby remand this matter

to the trial court for further proceedings according to law and consistent with this Court’s

Opinion. Costs to be taxed against the Appellee. 

A certified copy of this opinion and judgment entry shall constitute the mandate in 

this case pursuant to Rule 27 of the Rules of Appellate Procedure. It is ordered that a

certified copy be sent by the clerk to the trial court to carry this judgment into execution. 

 

 

NOTICE TO COUNSEL 

This document constitutes a final judgment entry.