Plese-Graham, LLC v. Loshbaugh

Robert Loshbaugh was the president of Ed Loshbaugh & Sons, Inc. (Loshbaugh & Sons) (defendants). For several years, Loshbaugh & Sons performed construction work for a real estate developer, Plese-Graham, LLC (Plese-Graham) (plaintiff). In 2008, Plese-Graham hired Loshbaugh & Sons to perform certain work. Thereafter, Loshbaugh & Sons experienced financial difficulties. Consequently, Loshbaugh & Sons underpaid a subcontractor regarding the work, which resulted in the subcontractor filing a lien against Plese-Graham’s property. In June 2009, Plese-Graham, which apparently did not know the extent of Loshbaugh & Sons’ financial difficulties, paid the subcontractor the money owed in exchange for the release of the subcontractor’s lien. A few days later, Loshbaugh & Sons’ corporate license expired without renewal. On the same date, Rod Plese, a member of Plese-Graham, obtained Loshbaugh’s verbal agreement to sign a promissory note to reimburse Plese-Graham for its payment to the subcontractor. Plese initially sent a proposed promissory note to Loshbough identifying Loshbaugh as the payor. Loshbaugh requested that Plese revise the promissory note to reflect Loshbaugh & Sons as the payor. Plese complied with the request. On October 1, 2009, the secretary of state administratively dissolved Loshbaugh & Sons. Shortly thereafter, in response to several e-mails, Loshbaugh assured Plese that he had signed and returned the promissory note. Plese-Graham subsequently filed suit seeking damages for the money it paid to the subcontractor. Considering Loshbaugh & Sons had no assets, Plese-Graham sought to hold Loshbaugh personally liable on the ground that Loshbaugh made a promise on behalf of a company that was de facto dissolved. At mandatory arbitration, the arbitrator ruled against Loshbaugh. Loshbaugh appealed. The trial court granted summary judgment for Plese-Graham. Loshbaugh appealed the ruling.