Background
Plainsboro Partners III Limited Partnership owned Olde Mill Lakes Apartments and retained Bellows & Associates, Inc. as property manager under a management agreement beginning in 1994. Bellows acted as Plainsboro’s agent and also provided accounting services. After terminating the relationship in May 2020, Plainsboro alleged that Bellows had overcharged expenses, withheld transaction details, and destroyed financial records.
Plainsboro sued for an accounting, breach of contract, and spoliation. Following a June 2025 trial, a jury found for Bellows on the contract and spoliation claims. The trial court separately rejected the accounting claim. Although Plainsboro had not pleaded breach of fiduciary duty as a separate count, it sought to amend its complaint under Ohio Civil Rule 15(B) to conform to evidence presented at trial. The trial court refused and entered judgment for Bellows on all claims.
The Court’s Holding
The Tenth District held that the trial court abused its discretion by refusing to permit Plainsboro to amend its complaint to add a breach-of-fiduciary-duty claim. Bellows had not expressly or impliedly consented to trying that unpleaded claim, but the evidence admitted at trial—including testimony about Bellows’s agency, handling of Plainsboro’s funds, and special relationship with Plainsboro—supported allowing the amendment so the dispute could be resolved on its merits.
The court also concluded that Bellows failed to show substantial prejudice from the amendment. Bellows argued that earlier notice might have allowed it to notify its errors-and-omissions insurer, but it did not identify additional evidence or arguments it would have offered to defend the fiduciary-duty claim.
The court affirmed the denial of an accounting as a remedy for the unsuccessful contract and spoliation claims. It reversed, however, to the extent the judgment barred Plainsboro from seeking an accounting as a remedy if it proves breach of fiduciary duty on remand.
Key Takeaways
- Ohio Civil Rule 15(B) favors amendments that allow claims to be decided on their merits when the opposing party cannot demonstrate substantial prejudice.
- An insurer-notice argument, without identifying lost evidence, additional witnesses, or other disadvantages in defending the merits, did not establish substantial prejudice here.
- An accounting was unavailable based on claims the jury rejected, but it may remain available as an equitable remedy if Plainsboro proves breach of fiduciary duty on remand.
Why It Matters
The decision emphasizes that Ohio courts assessing a trial-stage pleading amendment must focus on whether the amendment advances resolution on the merits and whether the opponent had a fair opportunity to contest the issue—not simply on the moving party’s delay in formally pleading it.
For disputes involving agents, property managers, or others entrusted with another party’s money and records, the ruling also underscores that fiduciary obligations may support remedies beyond those available under a contract claim, including a potential accounting.