Background
Westside Hanna Group, LLC hired David Annayan to serve as general contractor overseeing renovations to a Lakewood property. Annayan and Perfect Property Preservation, LLC executed a General Contractor Agreement in August 2020, with Annayan signing as “owner” of the property. During the renovation, Westside Hanna alleged Perfect Property caused damage exceeding $25,000 and sued both Perfect Property and Annayan in September 2024 for negligence and breach of contract.
In May 2025, Westside Hanna voluntarily dismissed its claims against Annayan without prejudice and subsequently dismissed its counsel. Annayan, proceeding pro se, moved to substitute himself as plaintiff via an assignment of rights from Westside Hanna. Perfect Property opposed the substitution, arguing that Annayan lacks standing because Westside Hanna—not Annayan—owns the property and is the actual party to the contract.
The trial court granted Perfect Property’s motion for judgment on the pleadings, finding that no set of facts could entitle Annayan to relief and dismissing his crossclaim with prejudice. Annayan appealed, raising four assignments of error challenging the dismissal.
The Court’s Holding
The Ohio Court of Appeals affirmed the trial court’s judgment, holding that Annayan lacks standing to pursue claims against Perfect Property. Although Annayan signed the General Contractor Agreement as “owner,” the court found that Westside Hanna is the actual property owner. Under Ohio law, only a party to a contract or an intended third-party beneficiary may sue on that contract. The court examined the agreement and found no language establishing an intention to benefit Annayan in his personal capacity.
The court further held that limited liability companies are separate entities from their members. Even as the managing member and sole member of Westside Hanna, Annayan does not have standing to sue on the company’s behalf in his individual capacity. The court emphasized that standing is determined at the commencement of suit and cannot be cured retroactively. Although Annayan obtained an assignment of rights from Westside Hanna in May 2025, this assignment could not retroactively establish standing for claims arising from a contract to which he was not a party at the time suit commenced.
Additionally, the court held that Annayan cannot represent the corporate entity pro se. Under Ohio court rules, an individual may represent himself pro se but cannot represent a corporate entity in court unless that person is also an attorney. The court noted that Annayan’s managing member status does not authorize him to represent Westside Hanna in litigation.
Key Takeaways
- Standing requires a “personal stake in the outcome of the controversy” and must exist at the time the suit is commenced; it cannot be cured retroactively through post-filing assignments.
- Members of a limited liability company, including sole members and managing members, do not have personal standing to sue on the company’s behalf in their individual capacity.
- A party cannot proceed pro se as a representative of a corporate entity; only attorneys may represent corporations in court proceedings.
- Contract claims belong exclusively to the actual party to the contract and cannot be pursued by a non-party, even if the non-party later obtains an assignment of rights.
Why It Matters
This decision reinforces fundamental principles of standing and corporate law in Ohio and prevents individuals from circumventing corporate form requirements through pro se representation and post-hoc assignments. For businesses and managing members, the case clarifies that personal contracts signed by managing members on behalf of LLCs must identify the LLC as the true party and intended beneficiary, or individual managing members will be unable to enforce those contracts in their personal capacity. The decision also confirms that the assignment of rights alone cannot cure standing defects that existed at the time suit was commenced.
The opinion is particularly significant because it addresses a recurring pattern in the same court, noting that Annayan had brought similar pro se claims in prior cases, all of which were dismissed on similar grounds. This suggests the court’s decision is part of a consistent jurisprudential approach to preventing individual members from using pro se representation to bypass corporate form requirements and standing doctrine.