[Cite as Beach v. Beach,
2024-Ohio-5991.]
IN THE COURT OF APPEALS OF OHIO
TENTH APPELLATE DISTRICT
Bradley J. Beach, :
Petitioner-Appellant, : No. 23AP-341
(C.P.C. No. 21DR-3287)
v. :
(REGULAR CALENDAR)
Laura J. Beach, :
Petitioner-Appellee. :
D E C I S I O N
Rendered on December 23, 2024
On brief: Grossman Law Offices, and John H. Cousins, IV,
for appellant. Argued: John H. Cousins, IV.
On brief: Wolinetz, Horvath, & Brown LLC, Heather B.
Sobel, and Eric M. Brown, for appellee. Argued: Heather B.
Sobel.
APPEAL from the Franklin County Court of Common Pleas,
Division of Domestic Relations
LUPER SCHUSTER, J.
{¶ 1} Petitioner-appellant, Bradley J. Beach, appeals from a decision and judgment
entry of the Franklin County Court of Common Pleas, Division of Domestic Relations,
granting the motion for relief from judgment of petitioner-appellee, Laura J. Beach, and
vacating the parties’ October 21, 2021 decree of dissolution of marriage. For the following
reasons, we reverse.
I. Facts and Procedural History
{¶ 2} Bradley and Laura were married on April 20, 2002. In October 2020,
Bradley and Laura began negotiating the terms of their separation and dissolution, and the
parties agreed to set the length of the marriage from April 20, 2002 to December 31, 2020.
No. 23AP-341 2
(May 3, 2023 Tr. at 12-13.) The main marital asset was the parties’ business, SBL
Enterprises, LLC, also known as Tailored Management (“TM”). Bradley is the President
and CEO of TM. Both parties retained financial experts to generate valuations of the
parties’ assets, including TM, and to assist in determining an equitable division of those
assets.
{¶ 3} The parties engaged in extensive document exchange as part of their
respective efforts to value TM and the other marital assets, using December 31, 2020 as the
valuation date for TM. Laura requested Bradley provide, among other documents, TM’s
financial statements, federal income tax returns, subsidiary information, analysis of
significant accrued liabilities, credit card statements, copies of significant leases or loans,
articles of incorporation and by-laws and any amendments to either, details on any pending
or threatened litigation, and any other information deemed pertinent to an assessment of
TM’s value, including “any other assets, liabilities, trusts, or other entities or financial
arrangements.” (Ex. 1 at 16.)
{¶ 4} On March 31, 2021, before the parties had finalized their separation
agreement and while the parties were engaged in ongoing discovery, Bradley applied for a
Paycheck Protection Program (“PPP”) loan from the federal government for TM. Bradley
did not notify Laura or either of the financial experts that he had applied for the PPP loan.
In April 2021, TM received a PPP loan in the amount of $9,398,213. Subsequently, on April
21, 2021, Laura’s financial expert, Courtney Sparks White, provided a valuation report that
calculated the fair market value of the equity in TM as of December 31, 2020 to be $4.38
million. As the business was valued on the date of December 31, 2020, White’s proposed
valuation did not include the PPP loan.
{¶ 5} The parties finalized and executed their separation agreement on
September 20, 2021, and the separation agreement defined the duration of the marriage
from April 20, 2002 to December 31, 2020 for the purpose of identifying, dividing, and
valuing the marital assets. Additionally, the separation agreement stated “[e]ach of the
parties have made a full and complete disclosure of all assets owned by them or in which
they have any interest whether said asset is titled in their individual name, jointly or in any
other manner.” (Separation Agreement at 2.) Under the terms of the separation
agreement, Bradley agreed to pay Laura a non-taxable sum of $1.9 million as a cash and
No. 23AP-341 3
property settlement and spousal support obligation, while Bradley retained ownership of
his 100 shares of TM. Laura relinquished any right, title, and interest in TM.
{¶ 6} On October 21, 2021, the trial court adopted the separation agreement and
entered a decree of dissolution of marriage. Subsequently, on November 4, 2021, Bradley
applied for forgiveness of the PPP loan, and the loan was forgiven on November 30, 2021.
Also in November 2021, Laura first learned from a colleague that Bradley had applied for
and received a PPP loan for TM. Laura did not learn the PPP loan had been forgiven until
August 2022.
{¶ 7} Laura filed a motion for relief from judgment, pursuant to Civ.R. 60(B), on
September 12, 2022. In her motion, Laura asserted Bradley had failed to disclose: (1) the
creation of a business entity, RAJ Productions, LLC, in 2021; and (2) TM’s receipt of the
$9,398,213 PPP loan in April 2021 and the subsequent forgiveness of the PPP loan shortly
after the decree of dissolution. Laura argued Bradley’s failure to disclose this information
constituted fraud, misrepresentation, or misconduct under Civ.R. 60(B)(3), and she
requested the trial court “vacate the Decree of Dissolution and Separation Agreement, issue
a restraining order, allow [her] to conduct discovery to pursue an equitable distribution of
the undisclosed assets, award [her] all of her attorney fees, expert fees, and court costs
associated with [t]his matter, and for all other relief this Court deems appropriate.”
(Sept. 12, 2022 Mot. For Relief from Jgmt. at 7.)
{¶ 8} In support of her Civ.R. 60(B) motion, Laura submitted an affidavit from
White, the financial expert Laura utilized during the settlement negotiations. White stated
in her affidavit that she specifically asked Brian Russell, Bradley’s financial expert, about
PPP loans during negotiations and “was informed that none existed” and that Russell was
not aware of any PPP funds. (White Aff. at ¶ 8.) Further, White stated that financial
document exchange and business valuation discussions continued into July 2021, nearly
three months after TM received the PPP loan. White averred that if she had known of the
existence of the PPP loan, it would have impacted her valuation “either in the valuation date
used, the value of the business, and/or accounting for the outcome of the loan at a future
date.” (White Aff. at ¶ 11.) White stated it was her practice in valuing businesses where PPP
loans were involved to include language in the valuation that appropriately addressed the
No. 23AP-341 4
possibility of the loan being forgiven in the future. Additionally, White stated the
forgiveness of the PPP loan “greatly impacts” the value of TM. (White Aff. at ¶ 13.)
{¶ 9} The trial court conducted a hearing on Laura’s Civ.R. 60(B) motion on May 3,
2023. Bradley, Laura, and White testified at the hearing. Following the hearing, on June 6,
2023, the trial court issued a decision and judgment entry granting Laura’s motion for relief
from judgment and vacating the parties’ decree of dissolution of marriage. Though the trial
court rejected Laura’s arguments related to RAJ Productions, the trial court determined
that Bradley had misrepresented the value of TM by failing to disclose the existence of the
PPP loan and that Laura relied on that misrepresentation when signing the separation
agreement. Bradley timely appeals.
II. Assignments of Error
{¶ 10} Bradley assigns the following four assignments of error for our review:
[I.] The trial court erred, abused its discretion, and ruled
against the manifest weight of the evidence by granting
appellee’s motion for relief from judgment under Civ.R.
60(B)(3).
[II.] The trial court erred, abused its discretion, and ruled
against the manifest weight of the evidence by failing to identify
a meritorious claim or defense and implying that the mere
possibility of a non-party’s post-dissolution loan forgiveness is
a meritorious claim or defense in a dissolution.
[III.] The trial court erred, abused its discretion, and ruled
against the manifest weight of the evidence by finding that
Appellee’s delay was reasonable when she knew of the alleged
“misrepresentation” one month after the dissolution and
threatened litigation for ten months before filing her motion.
[IV.] The trial court erred, abused its discretion, and ruled
against the manifest weight of the evidence by sua sponte
vacating the entire decree of dissolution when Laura requested
a partial “reopen[ing]” to “conduct discovery” and obtain a
distribution of allegedly “undisclosed” assets.
No. 23AP-341 5
III. First Assignment of Error – Grounds for Relief Under Civ.R. 60(B)(3)
{¶ 11} In his first assignment of error, Bradley argues the trial court abused its
discretion when it granted Laura’s motion for relief from judgment pursuant to Civ.R.
60(B)(3).
{¶ 12} To prevail on a Civ.R. 60(B) motion for relief from judgment, the movant
must satisfy a three-prong test. The movant must demonstrate: (1) it has a meritorious
defense or claim to present if relief is granted; (2) it is entitled to relief under one of the
grounds stated in Civ.R. 60(B)(1) through (5); and (3) the motion is made within a
reasonable time and, when relying on a ground for relief set forth in Civ.R. 60(B)(1), (2), or
(3), it filed the motion not more than one year after the judgment, order, or proceeding was
entered or taken. GTE Automatic Elec., Inc. v. ARC Industries, Inc., 47 Ohio St.2d 146
(1976), paragraph two of the syllabus. There will be no relief if the movant fails to satisfy
any one of the prongs of the GTE test. Strack v. Pelton,
70 Ohio St.3d 172, 174 (1994). An
appellate court reviews a trial court’s decision on a Civ.R. 60(B) motion for an abuse of
discretion. Harris v. Anderson,
109 Ohio St.3d 101,
2006-Ohio-1934, ¶ 7. An abuse of
discretion connotes a decision that is unreasonable, arbitrary, or unconscionable.
Blakemore v. Blakemore,
5 Ohio St.3d 217, 219 (1983); State ex rel. Deblase v. Ohio Ballot
Bd.,
173 Ohio St.3d 191,
2023-Ohio-1823, ¶ 27.
{¶ 13} Laura filed her motion for relief from judgment pursuant to Civ.R. 60(B)(3),
which provides for relief from judgment due to fraud, misrepresentation, or other
misconduct of an adverse party. “Civ.R. 60(B)(3) applies when an adverse party’s fraud,
misrepresentation, or misconduct in obtaining a judgment prevents the other party from
fully and fairly presenting its case.” Dublin v. RiverPark Group, L.L.C., 10th Dist. No.
21AP-115, 2022-Ohio-1294, ¶ 20, citing Luke v. Roubanes, 10th Dist. No. 16AP-766, 2018-
Ohio-1065, ¶ 23. Laura argued Bradley misrepresented the value of TM by not disclosing
the existence of the PPP loan, and the trial court agreed. However, because the evidence
Laura presented cannot reasonably be construed as demonstrating Bradley engaged in
fraud, misrepresentation, or other misconduct, we find the trial court abused its discretion
in granting Laura’s motion for relief from judgment.
{¶ 14} There is no dispute that TM was a marital asset. There is additionally no
dispute that the parties, in negotiating the terms of their separation agreement, agreed to
No. 23AP-341 6
define the duration of the marriage for the specific purpose of valuing the marital assets
and liabilities. The separation agreement provides, under the heading “Duration of
Marriage,” that “for purposes of identifying, dividing, and valuing the marital assets and
liabilities pursuant to R.C. 3105.171, the marriage is defined from the date of the parties’
marriage, April 20, 2002, until December 31, 2020.” (Separation Agreement at 2.) We find
this language to be clear and unambiguous, evincing a clear intent of the parties that the
value of TM be determined as of December 31, 2020. See Dodaro v. Dodaro, 10th Dist. No.
20AP-134, 2021-Ohio-2569, ¶ 17 (noting it is common practice in Ohio for parties in
domestic relations actions to resolve the matter through negotiated settlement agreements,
and “ ‘[t]he intent of the parties to a contract is presumed to reside in the language they
chose to employ in the agreement’ ”), quoting Robins v. Robins, 10th Dist. No. 04AP-1152,
2005-Ohio-4969, ¶ 15 (further quotations and citations omitted).
{¶ 15} The evidence submitted to the trial court in the Civ.R. 60(B) proceedings
demonstrates the parties similarly understood the valuation date of the business to be
December 31, 2020 and understood the exchange of information to be related to that
December 31, 2020 valuation date. Both parties retained financial experts before the end
of 2020 and the financial experts operated under the premise of a December 31, 2020
valuation date. Russell, the financial expert Bradley retained, specifically averred he “was
retained to calculate the value of Mr. Beach’s 100% ownership interest (100 shares) in [TM]
as of December 31, 2020,” indicating the parties agreed to use the December 31, 2020
valuation date before that date had even occurred. (Russell Aff. at 1.) Throughout the
extensive email correspondence between counsel, the valuation date of December 31, 2020
appears consistently and repeatedly, appearing in emails dated January 13, February 23,
May 12, and July 14, 2021.1 Notably absent from these emails, and from any other location
in the record, is any suggestion by either party that the December 31, 2020 valuation date
was subject to change depending on TM’s fiscal situation in 2021. All financial documents
Bradley provided relate to 2020 and years prior, and when counsel for Bradley specifically
asked whether Laura needed any additional information, it was never suggested Bradley
1 Though the July 14, 2021 email erroneously states “we are valuing the estate as of 12/31/2021,” the parties
agreed at the hearing that this was a typo, and the reference was intended to be to December 31, 2020. (Ex.
S at 1.)
No. 23AP-341 7
needed to provide TM’s financial information covering 2021. Thus, the exchange of
information between the parties, though extending into 2021 as their financial experts
gathered pertinent documents, was always in the context of providing information relevant
to a valuation date of December 31, 2020.
{¶ 16} Nonetheless, the trial court found Laura demonstrated she was entitled to
relief under Civ.R. 60(B)(3). In so concluding, the trial court relied almost exclusively on
the testimony of White, Laura’s financial expert. White testified the parties agreed to use a
December 31, 2020 valuation date, that document exchange continued into 2021, and that
she was never provided with any information regarding the PPP loan. She further testified
that depending on whether the PPP loan was forgiven, the loan could have an impact on
the valuation of the business. On cross-examination, White clarified that the PPP loan
would have no impact on the value of TM as of December 31, 2020. Critically, White’s
testimony about the potential impacts of the PPP loan on the valuation of TM is relevant to
Laura’s claims of fraud and misrepresentation only if Bradley was under an obligation to
disclose the financial state of TM past the December 31, 2020 valuation date. As explained
above, neither the language of the separation agreement nor the communications between
counsel during the pendency of the proceedings created such an obligation.
{¶ 17} It is also significant that Laura did not present any evidence indicating the
valuation date of December 31, 2020 was ever the subject of ongoing negotiations or was
something the parties ever considered revisiting. The only evidence submitted relative to
any exchange of the parties’ financial information covering 2021 is a chain of emails from
July 2021 in which counsel for the parties go back and forth on whether there is a need to
restrict personal spending as they wrap up negotiations on the dissolution. On July 9, 2021,
Bradley’s counsel mentions “one ancillary item,” noting that although Bradley had not
restricted Laura’s access to the corporate credit card during their negotiations, it may be
time to discuss some restrictions as the parties approach the end of negotiations. (Ex. T,
July 9, 2021 Email at 2.) Bradley’s counsel then sent a follow-up email on July 14, 2021
with specific references to the amounts spent on the corporate credit card over the past four
months. In response, Laura’s counsel asked for copies of the corporate credit card
statements from that time period as well as the distribution summary covering the same
time. Bradley’s counsel responded questioning why such documents would be necessary,
No. 23AP-341 8
reiterating that the parties were operating with a December 31, 2020 valuation date and
that he was simply asking for spending restrictions. Laura’s counsel then responded,
writing:
If his “income” – meaning the distributions that he is taking –
is more than what we included in the valuation, then we’ve
potentially got some issues for the 2021 time period. So, I need
to see his spending for the last 6 months (distributions/credit
card payments on his behalf/any other spending on his behalf
from the business.) Your client knows exactly how much Laura
has been spending – he has her income information and knows
what has been paid for by the business. It’s only fair for Laura
to have the same information for Brad’s spending.
(Ex. S, July 14, 2021 Email at 1.) Laura was asked about these emails during the hearing,
and she testified they were in the context of Bradley and Laura continuing to share
“expenses and funds” as they negotiated the terms of their dissolution. (Tr. at 109.) It is
clear from these emails that although there was some discussion of the parties’ finances
into 2021, the context was the parties’ personal spending, not the value or appropriate
valuation date of TM. Subsequent emails between counsel on September 1 and 9, 2021
indicate the discussion of income and distributions was related to the parties’ work on the
child support deviation entry, with counsel for Bradley expressly stating “Brad is not willing
to further negotiate the issue of income for purposes of child support.” (Ex. 1 at 79.) The
lone reference to the parties’ incomes and Brad’s distributions into 2021 cannot reasonably
be construed as either party suggesting the December 31, 2020 valuation date for TM was
subject to change for purposes of negotiating the separation agreement.
{¶ 18} Instead, the evidence provided in support of Laura’s Civ.R. 60(B) motion
indicates the parties determined the December 31, 2020 valuation date early in their
negotiations and the financial experts gathered information and prepared their reports
using the December 31, 2020 valuation date. Stated another way, the parties set the
valuation date in order to facilitate the exchange of specific financial information related to
the valuation of TM. They did not first engage in the exchange of this highly detailed,
voluminous financial information with the goal of determining an appropriate valuation
date. Thus, Laura’s suggestion that she may not have agreed to the December 31, 2020
valuation date had she known of the subsequent PPP loan amounts to little more than her
No. 23AP-341 9
reevaluation of the proceedings with the benefit of hindsight. However, Laura’s rethinking
of the settlement agreement with the benefit of hindsight does not demonstrate Bradley
engaged in fraud or misrepresentation under Civ.R. 60(B)(3). See McLoughlin v.
McLoughlin, 10th Dist. No. 05AP-621, 2006-Ohio-1530, ¶ 24 (“[c]ourts must be wary and
ensure that relief under Civ.R. 60(B) is justified, not merely a tool used ‘to circumvent the
terms of a settlement agreement simply because, with hindsight, [the moving party] has
thought better of the agreement which was entered into voluntarily and deliberately’ ”),
quoting Biscardi v. Biscardi,
133 Ohio App.3d 288, 292 (7th Dist.1999). Therefore, it was
unreasonable for the trial court to rely on Laura’s suggestion, without any evidentiary
support that the valuation date was ever contested, that she might have renegotiated the
business valuation date had she known of the PPP loan as its basis for finding Bradley
engaged in misrepresentation under the meaning of Civ.R. 60(B)(3).
{¶ 19} Despite the plain language of the separation agreement, the parties’
understanding of the December 31, 2020 valuation date throughout the negotiations, and
the lack of any evidence indicating the valuation date was ever legitimately subject to
change based on TM’s financial status into 2021, Laura argues Bradley was nonetheless
under an obligation to continue to provide financial information related to the value of TM
past the valuation date. In support of her position, Laura points to two additional
provisions of the separation agreement. The first provision, entitled “Disclosure,” provides
“[e]ach of the parties have made a full and complete disclosure of all assets owned by them
or in which they have any interest whether said asset is titled in their individual name,
jointly or in any other manner.” (Separation Agreement at 2.) The second provision,
entitled “Failure to Disclose,” provides “[p]ursuant to R.C. 3105.171, the parties
acknowledge that, if either party has substantially and willfully failed to disclose marital
property, separate property, or other assets, debts, income, or expenses during the course
of these domestic relations proceedings, the Court may compensate the offended spouse
with a distributive award or with a greater award of marital property, not to exceed three
(3) times the value of the marital property, separate property, or other assets, debts,
income, or expenses that are not disclosed by the other spouse.” (Separation Agreement at
12.) Laura asserts these provisions imposed an obligation of continuing disclosure upon
No. 23AP-341 10
the parties and argues Bradley’s failure to disclose the existence of the PPP loan violated
these provisions and, thus, misled her into signing the separation agreement.
{¶ 20} The flaw in Laura’s argument that the parties had an obligation of continuing
disclosure is that it isolates the Disclosure and Failure to Disclose provisions from the rest
of the separation agreement. Nour v. Shawar, 10th Dist. No. 13AP-1070, 2014-Ohio-3016,
¶ 14 (“this court has emphatically stated that ‘contracts must be read as a whole, and
individual provisions must not be read in isolation’ ”), quoting Bank of New York Mellon
v. Rankin, 10th Dist. No. 12AP-808,
2013-Ohio-2774, ¶ 31. However, these provisions must
be considered within the context of the whole document, including the Duration of
Marriage provision. Gahana v. Ohio Mun. Joint Self-Ins. Pool, 10th Dist. No. 20AP-265,
2021-Ohio-445, ¶ 12 (in interpreting a contract, courts “must read words and phrases in
context and apply the rules of grammar and common usage”). As the parties unequivocally
agreed to define the duration of the marriage as having ended on December 31, 2020 for
the express purpose of valuing the marital assets, the obligation to disclose contained
within the separation agreement must be understood as an obligation to continue to
disclose, through the duration of the domestic relations proceedings, information relative
to the December 31, 2020 valuation date. To interpret these provisions as requiring the
parties to continue to disclose valuation information for TM’s value beyond December 31,
2020 would render the Duration of Marriage provision meaningless. Bank of New York
Mellon at ¶ 31 (“[i]n contract construction, the court should give effect to every provision
within the contract, if possible, and if one construction of a doubtful condition would make
that condition meaningless, and it is possible to give it another construction that would give
it meaning and purpose, then the latter construction must prevail”) (further quotations and
citations omitted). Thus, the separation agreement cannot reasonably be construed as
requiring the parties to continue to exchange information relative to the value of the marital
assets past December 31, 2020. To be clear, it is not that the parties did not have to continue
to exchange information past December 31, 2020; instead, the agreement requires that the
information the parties continued to exchange past that date is information related to the
value of the assets as of December 31, 2020. As Bradley did not apply for the PPP loan until
March 2021, the existence of the PPP loan could not have affected the value of TM as of
December 31, 2020.
No. 23AP-341 11
{¶ 21} We also note that while Laura relies on White’s averment in her affidavit that
she specifically asked about PPP loans and was told none existed, White also testified
during the hearing that she made this request before March 31, 2021, the date of the PPP
application. Thus, White’s request for information about PPP loans is not indicative of
Bradley’s concealing, failing to disclose, or otherwise misrepresenting information related
to the value of TM.
{¶ 22} For these reasons, we find the trial court abused its discretion in determining
Laura demonstrated Bradley misrepresented the value of TM by failing to disclose the
existence of the PPP loan. Because Laura could not demonstrate she was entitled to relief
under the grounds provided in Civ.R. 60(B)(3), she did not satisfy the second prong of the
GTE test, and we, therefore, sustain Bradley’s first assignment of error. As noted above,
where the movant fails to satisfy any one prong of the GTE test, there can be no relief from
judgment under Civ.R. 60(B)(3). Strack, 70 Ohio St.3d at 174. Thus, our resolution of
Bradley’s first assignment of error requires reversal of the trial court’s decision and
judgment entry granting Laura’s motion for relief from judgment.
IV. Second, Third, and Fourth Assignments of Error – Meritorious Claim or
Defense, Reasonable Time, and Extent of Trial Court’s Relief
{¶ 23} In his second assignment of error, Bradley argues the trial court abused its
discretion in determining Laura asserted a meritorious claim or defense. In his third
assignment of error, Bradley argues the trial court abused its discretion in finding Laura
filed her Civ.R. 60(B) motion within a reasonable time. In his fourth and final assignment
of error, Bradley argues the trial court erred in vacating the entire decree of dissolution.
Having sustained Bradley’s first assignment of error and having found the first assignment
of error to be dispositive of the entire matter, requiring reversal of the trial court’s decision
and judgment entry, Bradley’s second, third, and fourth assignments of error are moot, and
we need not address them.
V. Disposition
{¶ 24} Based on the foregoing reasons, the trial court abused its discretion in
determining Laura demonstrated she was entitled to relief under Civ.R. 60(B)(3) from the
parties’ decree of dissolution of marriage because Laura was unable to demonstrate Bradley
No. 23AP-341 12
misrepresented the value of TM by failing to disclose the existence of the PPP loan. Having
sustained Bradley’s first assignment of error, rendering moot Bradley’s second, third, and
fourth assignments of error, we reverse the judgment of the Franklin County Court of
Common Pleas, Division of Domestic Relations.
Judgment reversed.
JAMISON, J., concurs.
BOGGS, J., dissents.
BOGGS, J., dissenting.
{¶ 25} I respectfully dissent. I do not believe the trial court abused its discretion in
granting petitioner-appellee, Laura J. Beach’s, motion for relief from judgment under
Civ.R. 60(B)(3).
{¶ 26} The majority is correct that both Laura and petitioner-appellant, Bradley J.
Beach, retained financial experts before the end of 2020 and charged them with valuing
Tailored Management (“TM”) as of December 31, 2020. The undisputed evidence showed
that this decision was made for ease and convenience of collecting end of year documents.
Meanwhile, Laura and Bradley continued to be married throughout most of 2021, and
Laura continued to hold a 50 percent equity interest in TM until the settlement agreement
was finalized in September 2021.
{¶ 27} The majority insists that the evidence demonstrates that the “parties
similarly understood the valuation date of the business to be December 31, 2020, and
understood the exchange of information to be related to that December 31, 2020 valuation
date.” (Maj. Decision at ¶ 15.) However, this ignores the uncontroverted testimony of
Courtney Sparks White, Laura’s financial expert, that during “ongoing negotiations” she
would expect a $9.4 million Paycheck Protection Program (“PPP”) loan to be disclosed
White further testified that she has worked on hundreds of cases for parties who have
ultimately changed the initially agreed upon valuation date for marital and separate
property based on information received pursuant to ongoing requests and negotiations.
{¶ 28} Further, I do not agree with the majority’s attempt to harmonize the
settlement agreement’s marriage end date provision with its “Disclosure” and “Failure to
Disclose” provisions. Those provisions should not be read as limiting the parties’ disclosure
No. 23AP-341 13
obligations to matters prior to December 31, 2020, and to read those provisions more
expansively does not “render the Duration of Marriage provision meaningless,” as the
majority suggests. (Maj. Decision at ¶ 20.)
{¶ 29} To the contrary, those provisions should serve to ensure that the entire
agreement, including the Duration of Marriage provision, was negotiated fairly, as its plain
language leads the parties, and the court, to assume that both Laura and Bradley had been
fully transparent regarding their financial assets. The majority’s reading, however, serves
as a shield for the party withholding significant financial information prior to the execution
of the settlement agreement. The flaw with the majority’s reasoning that the marriage-end
date protects Bradley from having to disclose significant financial events in 2021 is that the
parties were still married through the majority of 2021, and Laura still had a 50 percent
equity interest in TM until she executed the separation agreement in September of 2021.
The phrase “these domestic relations proceedings” in the “Failure to Disclose” provision,
includes all the negotiations regarding TM’s value, which took place in 2021. Withholding
significant financial information from Laura, while still married and while she was an equal
co-owner of TM, prevented her from fully and fairly being able to negotiate the marriage
end date.
{¶ 30} To be clear, Laura held a 50 percent interest in TM when Bradley applied for
and received the PPP loan for $9.4 million. The loan was based on TM’s performance in
2019 and 2020, a time when Laura held a 50 percent interest in TM. Tasking financial
experts to value TM as of December 31, 2020 does not change Laura’s legal status as a wife
or co-owner of TM. On behalf of Laura, who remained an equal co-owner of TM, White
asked for information regarding PPP loans, and she testified that it was her expectation that
the $9.4 million dollar PPP loan should have been disclosed. Given the trial court’s broad
discretion to ensure equitable results in a divorce, I cannot find that the trial court abused
its discretion in determining that Laura was entitled to relief under Civ.R. 60(B)(3).
Bradley’s failure to disclose the PPP loan to an equal co-owner of TM resulted in a
significant disadvantage in Laura’s ability to fully and fairly negotiate the settlement
agreement. Accordingly, I would overrule Bradley’s first assignment of error.
{¶ 31} In Bradley’s second assignment of error, he argues that the trial court erred
and abused its discretion in failing to identify a meritorious claim or defense in Laura’s
No. 23AP-341 14
motion under GTE Automatic Elec., Inc. v. ARC Industries, Inc., 47 Ohio St.2d 146 (1976).
Under the GTE test, a party need only allege a meritorious claim or defense, it need not
prove that it will prevail on that claim or defense. Rose Chevrolet, Inc. v. Adams,
36 Ohio
St.3d 17, 20 (1988); Meglan, Meglan & Co., Ltd. v. Bostic, 10th Dist. No. 05AP-831, 2006-
Ohio-2270, ¶ 8. Although proof of success is not required, the party must support its
alleged claim or defense with operative facts that have enough specificity to allow the trial
court to judge the merit of the claim or defense. Miller v. Susa Partnership, L.P., 10th Dist.
No. 07AP-702,
2008-Ohio-1111, ¶ 16; Chirico v. Home Depot, 10th Dist. No. 05AP-217,
2006-Ohio-291, ¶ 10; Bostic at ¶ 8. Mere general allegations or broad conclusions are
insufficient to warrant relief. Lakhi v. Healthcare Choices & Consultants, 10th Dist. No.
07AP-904,
2008-Ohio-1378, ¶ 20.
{¶ 32} Bradley argues that Laura failed to present a meritorious claim because
White’s testimony indicates that the loan would not have affected the business valuation
prior to its forgiveness, as the loan “would have been a wash” with the cash received
equaling the additional debt incurred. (Appellant brief at 39.) Bradley also argues that
Laura’s claim rested on the PPP loan being forgiven, which did not occur until after the
dissolution. (Appellant’s Brief at 41.) Again, I would find that the trial court did not abuse
its discretion, as it looked to White’s affidavit wherein she stated that knowledge of the PPP
loan “would have impacted my valuation, either in the valuation date used, the value of the
business, and/or accounting for the outcome of the loan at a future date,” that forgiveness
of the PPP loan “greatly impacts the value of the business,” and that Bradley’s failure to
disclose the loan “created an unjust windfall to” Bradley. (White Aff. at 3.) I, therefore,
would overrule Bradley’s second assignment of error.
{¶ 33} Bradley’s third assignment of error goes to the timeliness of Laura’s Civ.R.
60(B) motion. For relief under Civ.R. 60(B)(1), (2), or (3), the movant must seek relief
“within a reasonable time, and … not more than one year after the judgment.” Relief
under Civ.R. 60(B)(4) and (5) is not subject to the one-year limitation but must still be
sought within a reasonable time. This court has stated that “[j]ust because a Civ.R. 60(B)
motion is filed within one year of the underlying judgment does not mean the motion was
filed within a reasonable time.” GMAC Mtge. v. Lee, 10th Dist. No. 11AP-796, 2012-Ohio-
1157, ¶ 21, citing EMC Mtge. Corp. v. Pratt, 10th Dist. No. 07AP-214, 2007-Ohio-4669, ¶ 8,
No. 23AP-341 15
citing Adomeit v. Baltimore,
39 Ohio App.2d 97, 106 (8th Dist.1974). “The relief provided
by Civ.R. 60(B) is equitable in nature, and a party must act diligently to be entitled to it.”
Id. at ¶ 23, citing Morris v. Grubb, 2d Dist. No. 15177,
1996 Ohio App. LEXIS 1090 (Mar. 8,
1996). “Failure to seek relief from judgment for a substantial period of time after the
movant is aware of the grounds for relief demonstrates a lack of due diligence.”
Id., citing
Morris.
{¶ 34} Bradley argues that Laura did not timely file her Civ.R. 60(B) motion because
she waited a year to file the motion after learning that Bradley had applied for and received
a PPP loan for TM. Bradley also claims that the PPP database was public, giving Laura and
her expert access to the existence of TM’s PPP loan the entire time they were negotiating
the separation agreement. Bradley also argues that Laura waiting for the information that
the PPP loan was forgiven before filing her Civ.R. 60(B) motion serves as an
admission/proof that the PPP loan was “nothing” unless it was forgiven.
{¶ 35} I do not believe the trial court abused its discretion in finding that Laura’s
motion was brought within a reasonable time and within one year after the decree of
dissolution was entered. Laura argues that the timing of her motion, filed less than one
year after the parties’ dissolution, was reasonable given the circumstances. She reasonably
filed her motion shortly after learning that TM obtained a PPP loan, within one month of
learning that the PPP loan had been forgiven, and after attempting to handle the matter
through counsel without the court’s involvement. Therefore, I would overrule Bradley’s
third assignment of error.
{¶ 36} In Bradley’s fourth assignment of error, he argues the trial court erred,
abused its discretion, and lacked jurisdiction when it sua sponte vacated the entire decree
of dissolution. Bradley argues that the trial court gave relief that Laura never requested,
that Laura only requested a narrow reopening of the case, and that “[a] court … has no
authority to sua sponte vacate a judgment under Civ.R. 60(B).” Archer v. Vallette, 10th
Dist. No. 21AP-288, 2022-Ohio-3560, ¶ 18.
{¶ 37} However, as the majority acknowledges, in her Civ.R. 60(B) motion, Laura
specifically requested that the court “vacate the Decree of Dissolution and Separation
Agreement” as well as issue a restraining order, allow for discovery, and award her attorney
fees, expert fees, and court costs associated with this matter. (Civ.R. 60(B) Mot. for Relief
No. 23AP-341 16
at 7.) Because the trial court did not grant relief that exceeded what Laura requested in her
motion, I would also overrule Bradley’s fourth assignment of error.
{¶ 38} For these reasons, I respectfully dissent and I would affirm the trial court’s
decision granting Laura’s Civ.R. 60(B) motion.
