Marie Joseph v. Ronald Joseph, Gregory G. Joseph, George R. Joseph, Richard S. Joseph

NOT RECOMMENDED FOR PUBLICATION
File Name: 22a0334n.06
No. 19-3350
UNITED STATES COURT OF APPEALS
FOR THE SIXTH CIRCUIT
MARIE JOSEPH,
Plaintiff-Appellant,
v.
RONALD JOSEPH, GREGORY G. JOSEPH,
GEORGE R. JOSEPH, RICHARD S. JOSEPH, and
RONALD JOSEPH, JR.,
Defendants-Appellees.
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)
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ON APPEAL FROM THE
UNITED STATES DISTRICT
COURT FOR THE SOUTHERN
DISTRICT OF OHIO
OPINION
Before: BOGGS, WHITE, and READLER, Circuit Judges
HELENE N. WHITE, Circuit Judge. Plaintiff-Appellant Marie Joseph appeals the grant
of Defendants-Appellees’ motions for summary judgment and motion in limine and the denial of
her partial motion for summary judgment and motion for new trial. She also challenges the district
court’s jury instructions and interrogatories. We AFFIRM.
I.
A.
Columbia Oldsmobile Company (“Columbia”) is a closely held Ohio corporation that was
founded in 1938 by George J. Joseph, the father of Plaintiff Marie Joseph (“Marie”) and Defendant
Ronald Joseph (“Ron”), as Columbia Motor Sales Co. It has two subsidiaries: Columbia
Development Corporation and Columbia Automotive, Inc. The former sells real estate, including
numerous parcels of real estate in downtown Cincinnati and Montgomery, Ohio, and the latter
sells new Acuras, Hyundais, and used cars. According to Marie, an “extensive dealership group”

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known as the Joseph Auto Group grew out of Columbia Oldsmobile Company to include not just
Columbia Development and Columbia Automotive, but other dealerships and businesses as well.
Appellant Br. at 2–3.
Both Marie and Ron are Columbia shareholders, as are Ron and Marie’s five other siblings.
Ron owned 68.31% of Columbia’s voting shares and is Columbia’s largest shareholder, and Marie
is a minority shareholder, owning 4.05% of Columbia’s voting shares. Ron’s sons, Gregory G.
Joseph, George R. Joseph, Richard S. Joseph, and Ronald Joseph, Jr. (“Ron’s Sons”) each own
less than one percent of Columbia’s voting shares and are minority shareholders of Columbia.1
Since George J. Joseph’s death, Ron has served as Columbia’s Chief Executive Officer. Marie
was a director of Columbia for more than thirty-eight years, from at least 1976 through 2013.
Ron’s Sons were appointed as directors of Columbia from December 17, 2012 until May 10, 2013.
Marie alleges that Najla Joseph, Ron and Marie’s mother, intended to disinherit Ron from
her interest in Columbia2 and instead divide that interest equally among her six other children,
including Marie, and that, knowing that he had been disinherited, Ron created a plan to usurp
corporate opportunities from Columbia and create a “financial crisis” for Najla’s future estate in
order to acquire her shares in Columbia. R.1, PID 3. As part of this plan, Ron allegedly
appropriated all opportunities for Columbia to acquire new dealerships and real estate and other
income-producing property without appropriate disclosure to Marie and without providing her an
opportunity to participate in the acquisitions. Marie also alleges that Ron threatened her in an
effort to dissuade her from seeking information about Columbia and rebuffed her requests for more
information about the company, although he assured her that “the family business assets were still
1 The stock ownership figures are from January 1, 2018. Ron’s share of voting stock was later reduced to 56.347%.
2 Najla inherited 855 shares of Columbia stock from George Joseph upon his death, including 273 Class A voting
shares and 582 Class B non-voting shares.

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in Columbia, that Columbia was now simply using the name Joseph Auto Group and that Ron was
taking care of everything.” R.27, PID 248. Marie also contends that Ron otherwise oppressed her
as a minority shareholder and that he refused to permit her access to Columbia’s books and records
of account as required by Ohio law.
According to Marie, Ron’s Sons worked in concert with Ron to oppress her as a minority
shareholder and manipulate Columbia’s affairs to acquire money or other things of value that
belonged to her or were not otherwise available to her. For example, she claims that Ron and
Ron’s Sons entered into various financial relationships and transactions between Columbia and its
subsidiaries on the one hand, and companies that Ron and Ron’s Sons owned or controlled on the
other. Marie alleges numerous other breaches of fiduciary duty on the part of Ron and Ron’s Sons.
In 2008, Marie filed an action to be appointed the legal guardian of her mother and her
brother Michael (the “Guardianship Litigation”). The Guardianship Litigation was opposed by
Ron. As part of the Guardianship Litigation, Ron sat for a deposition on May 13, 2009, which
Marie attended. During this deposition, Ron made several statements concerning the ownership
of certain dealerships, including some at issue in this litigation. Those statements suggested that
the dealerships were owned by him and not Columbia.
B.
Marie initiated this action by filing a three-count complaint on April 12, 2016, against Ron,
asserting claims of breach of fiduciary duties, access to corporate records, and for an accounting.
Marie then filed an amended complaint on January 10, 2017, asserting an additional claim for
fraud and concealment against Ron, a claim for fraudulent breach of fiduciary duties against Ron
and Ron’s Sons, and a faithless-servant claim against Ron’s Sons. In support of these additional
claims, Marie alleged that she discovered in September 2016 that Ron owned various dealerships

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and parcels of real estate that were not part of Columbia. She asserted that Ron concealed his
separate ownership of these entities from her, and that the discovery rule for fraud-based claims
should apply and toll the statute of limitations for her claims. Marie also alleged that Ron’s Sons
breached their fiduciary duties to her by receiving money and other things of value that were
diverted from Columbia to them by Ron, and by benefiting from their previously undisclosed
ownership or control of many of the dealerships in the Joseph Auto Group. Marie asserted that as
a minority shareholder of Columbia, she was entitled to benefit from Columbia’s direct or indirect
ownership of those dealerships.
Ron filed a motion for partial summary judgment based on the four-year statute of
limitations contained in Ohio Rev. Code § 2305.09. He sought dismissal of the fraud-based claims
in their entirety on the ground that, even if the discovery rule for fraud-based claims applied, the
statute of limitations began to run in 2009 and expired in 2013, three years before Marie filed her
lawsuit. In this regard, he argued that Marie knew or should have known that his statements
regarding Columbia’s ownership of other dealerships were potentially fraudulent as early as 2009,
when he testified at his deposition, which Marie attended, that he separately owned the dealerships
in question. Ron also sought to limit Marie’s breach-of-fiduciary-duties claim and demand for
accounting to events that transpired after April 12, 2012, or the four-year period before Marie filed
her original complaint.
The day after Ron filed his motion for partial summary judgment, Ron’s Sons filed a
motion for summary judgment seeking the dismissal of all claims asserted against them. Like Ron,
they argued that the fraud-based claims were untimely because Marie was put on notice in 2009
of the possibility that Ron’s statements concerning Columbia’s ownership of the other dealerships
were potentially false. They also argued that Marie’s breach-of-fiduciary-duties claim failed as a

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matter of law because Marie failed to allege any actions by Ron’s Sons that caused her injury and
because they did not owe her any fiduciary duties as minority shareholders.
The district court granted Ron’s motion for summary judgment on Marie’s claims for
breach of fiduciary duties and accounting to the extent they were premised on acts or omissions
that occurred before April 12, 2012; it also granted Ron’s motion as to Marie’s fraud-based claims.
In dismissing Marie’s claims for fraud and fraudulent breach of fiduciary duties in their entirety,
the district court held that Marie was on notice of Ron’s allegedly fraudulent statements regarding
Columbia’s ownership of other dealerships by 2009, when she attended his deposition in the
Guardianship Litigation. The district court also rejected Marie’s argument that her fraud-based
claims should not be dismissed to the extent they were predicated on events that occurred within
the four-year statutory limitations period or after Ron’s 2009 deposition testimony, finding that
the only instances of fraud alleged in the amended complaint related to Ron’s statements regarding
Columbia, which claim was time-barred.
The district court granted in part and denied in part Ron’s Sons’ motion for summary
judgment. It granted the motion as to Marie’s claim for breach of fiduciary duties to the extent the
claim was premised on acts or omissions that occurred before January 10, 2013—four years before
Marie filed her amended complaint—and to the extent the usurpation-of-corporate-assets claim
was premised on acts taken before or after Ron’s Sons served as directors and officers of Columbia.
The district court granted summary judgment to Ron’s Sons on Marie’s faithless-servant claim but
denied their motion on the issue whether Ron’s Sons owed fiduciary duties to Marie. The district
court held that the faithless-servant claim failed as a matter of law because Ron’s Sons were not
servants of Marie, a minority shareholder of Columbia; it reasoned that “if [they] were servants of
anyone, it was Columbia.” R.100, PID 6231. However, the district court rejected Ron’s Sons’

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argument that they did not owe fiduciary duties to Marie. It observed that, although under Ohio
law, minority shareholders of a closely held corporation may owe heightened fiduciary duties if
they control a corporation, this does not mean “that minority shareholders who do not control the
corporation,” like Ron’s Sons, “owe no fiduciary duties at all. To the contrary, . . . [they] still owe
each other ordinary fiduciary duties.” Id., PID 6228 (internal citation omitted).
After this initial round of summary-judgment briefing, Ron and Ron’s Sons separately
moved for summary judgment on all remaining claims asserted against them. Marie also moved
for partial summary judgment on: (1) her claim that the other dealerships in the Joseph Auto Group
were operated as parts of Columbia, and thus she was entitled to share in the benefit of the
operation of those dealerships; (2) her claim that the related-party transactions constituted breaches
of fiduciary duty; and (3) her corporate-records claim. In her motion, Marie argued in part that
she was “entitled to summary judgment that Joseph Auto Group does, in fact, exist.” R.120, PID
7898. In this regard, Marie asserted that, despite Ron and Ron’s Sons’ protestations to the contrary,
the Joseph Auto Group was not just a marketing name referring to various dealerships
independently owned by Ron and Ron’s Sons, but rather an entity that existed, was “a going
concern,” and was part of Columbia. Id., PID 7895–98. She further argued that Ron and Ron’s
Sons were attempting to “benefit from their claims to separate ownership of the other dealerships
in the Joseph Auto Group,” Id., PID 7911, but when all the “indicia of ownership” were considered,
the dealerships were properly considered part of Columbia, id., PID 7901–11. As such, Marie
argued, she was entitled to benefit from the ownership and operation of those dealerships,
including the profit derived from them.
The district court granted Ron’s Sons’ motion for summary judgment, finding that Marie’s
claims against them were derivative of the corporation and that her claims against Ron’s Sons did

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not come within the carveout for direct claims against controlling shareholders. The district court
granted Ron’s motion for summary judgment as to Marie’s claim for breach of fiduciary duties to
the extent it was premised on the usurpation of a particular dealership, finding that it was not a
corporate opportunity because it had been unprofitable ever since it was acquired and thus Marie
could not show she had been harmed by her exclusion from “this unprofitable venture.” R.161,
PID 11375–76. The district court denied Ron’s motion with respect to Marie’s claim of usurpation
of certain parking lots and the diversion of funds from Columbia through mechanisms such as
“fleet sales,” the “sweep account,” and loans, investment, and management fees. It also denied
Ron’s motion as to Marie’s corporate-records and accounting claims. Finally, the district court
denied Marie’s motion for partial summary judgment, finding that there were genuine issues of
material fact related to her breach-of-fiduciary-duty and corporate-records claims. As to her
assertion that the Joseph Auto Group was a separate legal entity being operated as part of
Columbia, the district court found that there were genuine issues of fact regarding “whether the
Joseph Auto Group is an independent legal entity or simply a trade name,” and that the court could
not “simply declare that a certain type of business entity ‘exists.’” R.162, PID 11391–92.
Ron and Ron’s Sons then filed a joint omnibus motion in limine, seeking to exclude, among
other things, “any argument or claim by Plaintiff referring to the Joseph Auto Group as a legal
entity.” R.152, PID 11044. The district court granted the motion with respect to the Joseph Auto
Group argument, explaining that it had no authority to declare that “a business organization ‘exists’
that has not been formed under applicable state law.” R.186, PID 11926. It also found that Marie’s
claim of entitlement to the profits of the dealerships in the Joseph Auto Group was an “apparent
attempt to bring back into this case corporate opportunities” that were outside the statute of
limitations. Id.

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Prior to trial, the district court granted Ron’s motion requesting that the court resolve
Marie’s equitable claims for access to corporate records and accounting separately after the trial
on her breach-of-fiduciary-duties claim. At the trial on Marie’s breach-of-fiduciary-duties claim,
the sole issue tried to the jury was Marie’s “claim for breach of fiduciary duties under Ohio law,”
R.188, PID 1932, specifically, Marie’s claim that Ron breached his fiduciary duties by:
(1) “[e]ngaging in unauthorized and undisclosed related party transactions involving Columbia
Oldsmobile Co . . . and its subsidiaries, on the one hand, and Defendant, his sons, or entities they
purport to own and/or control on the other”; and (2) usurping corporate opportunities from
Columbia in the form of various parcels of real estate. Id., PID 11934–35.
The jury returned a verdict in favor of Ron and against Marie on all claims. The district
court then dismissed the demand for an accounting with prejudice on the ground that it was merely
a potential remedy for Marie’s breach-of-fiduciary-duties claim, rather than an independent cause
of action. It also denied Marie’s motions for judgment as a matter of law. Finally, the district
court ordered Ron and Marie to meet and confer to file a proposal for resolving the corporate-
records claim. The corporate-records claim is the subject of a related appeal.3
Marie subsequently filed a renewed motion for judgment as a matter of law and for a new
trial, which was denied.
This appeal followed.
II.
We review a district court’s summary judgment rulings de novo. Burnette Foods, Inc. v.
U.S. Dep’t of Agric., 920 F.3d 461, 466 (6th Cir. 2019). Summary judgment is appropriate where
“the movant shows that there is no genuine dispute as to any material fact and the movant is entitled
3 Joseph v. Joseph, No. 19-4258.

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to judgment as a matter of law.” Fed. R. Civ. P. 56(a). A dispute is “genuine” if “the evidence is
such that a reasonable jury could return a verdict for the nonmoving party.” Anderson v. Liberty
Lobby, Inc., 477 U.S. 242, 248 (1986). A fact is material if it “might affect the outcome of the
suit.” Id. “The moving party bears the initial burden of demonstrating the absence of any genuine
issue of material fact.” Queen v. City of Bowling Green, 956 F.3d 893, 898 (6th Cir. 2020) (quoting
Mosholder v. Barnhardt, 679 F.3d 443, 448 (6th Cir. 2012)). “Once the moving party satisfies its
burden, the burden shifts to the nonmoving party to set forth specific facts showing a triable issue
of material fact.” Id. (quoting Mosholder, 679 F.3d at 448–49). Our task is to determine “whether
the evidence presents a sufficient disagreement to require submission to a jury or whether it is so
one-sided that one party must prevail as a matter of law.” Doe v. Univ. of Ky., 971 F.3d 553, 557
(6th Cir. 2020) (quoting Anderson, 477 U.S. at 250–52).
III.
A.
We begin with the district court’s order granting Ron’s motion for partial summary
judgment. The district court held that Marie’s claims for breach of fiduciary duties and accounting
were governed by the four-year statute of limitations set forth in Ohio Rev. Code § 2305.09(D)
and thus were time-barred to the extent they were premised on acts or omissions before April 12,
2012, or four years before the original complaint was filed. The district court also held that Marie’s
claims for fraud and concealment and fraudulent breach of fiduciary duties were time-barred in
their entirety because Ron’s statements in his May 13, 2009, deposition testimony “triggered
[Marie’s] duty to inquire further” as to whether Ron misrepresented that Columbia “owned ‘the
family business assets.’” R.99, PID 6208–09. Because Marie did not file her complaint until April

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2016, more than four years after the discovery rule triggered the statute of limitations based on
Ron’s deposition, the district court determined that Marie’s fraud-based claims were untimely.
The district court also rejected Marie’s argument that she should be permitted to pursue
her fraud-based claims relating to conduct that occurred during the four-year period preceding the
filing of her complaint, or, in the alternative, for conduct after Ron’s May 13, 2009, deposition
testimony, on the ground that any disclosure Ron made during his deposition would be “inherently
backward-looking” and would not relate to conduct after that date. R.49, PID 6385. The district
court rejected this argument because “the only fraud alleged in the Amended Complaint is that
Ron, Sr. intentionally misrepresented Columbia’s assets.” R.99, PID 6210. Accordingly, the
district court held that Marie’s fraud-based claims were still barred in their entirety. For the same
reason, it rejected Marie’s argument that the deposition testimony did not provide her with
adequate notice of other types of wrongdoing on the part of Ron unrelated to his statements
regarding Columbia’s ownership of other dealerships.
1.
Marie first argues that the district court wrongly concluded that her amended complaint
failed to allege that Ron engaged in fraud beyond his misrepresentations regarding Columbia’s
ownership of other family business assets, specifically his fraudulent concealment of the related-
party transactions. In rejecting this argument, the district court noted that although the amended
complaint uses the word “fraud” twenty-eight separate times, the only conduct on Ron’s part that
Marie alleged was intentionally misleading and on which she relied to her detriment were his
statements regarding Columbia’s ownership of the family business assets, which claim was time-
barred.

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We agree. To state a claim for fraud under Ohio law, a plaintiff must allege
(a) a representation, or, where there is a duty to disclose, concealment of a fact,
(b) which is material to the transaction at hand, (c) made falsely, with knowledge
of its falsity, or with such utter disregard and recklessness as to whether it is true or
false that knowledge may be inferred, (d) with the intent of misleading another into
relying upon it, (e) justifiable reliance upon the representation or concealment, and
(f) a resulting injury proximately caused by the reliance.
Russ v. TRW, Inc., 570 N.E.2d 1076, 1083–84 (Ohio 1991). “Similar elements are necessary for
fraudulent concealment, which also requires the actual concealment of a material fact and
knowledge of the fact concealed.” Cianfaglione v. Lake Nat’l Bank, 134 N.E.3d 661, 666 (Ohio
Ct. App. 2019). Additionally, Rule 9(b) requires parties bringing a claim for fraud or fraudulent
concealment to specify the “who, what, when, where, and how of the alleged fraud.” Sanderson
v. HCA-The Healthcare Co., 447 F.3d 873, 877 (6th Cir. 2006) (quoting United States ex rel.
Thompson v. Columbia/HCA Healthcare Corp., 125 F.3d 899, 903 (5th Cir. 1997)) (internal
quotation marks omitted). Such allegations must be made with particularity. Smith v. Gen. Motors
LLC, 988 F.3d 873, 884 (6th Cir. 2021).
Marie argues that the amended complaint sufficiently alleges that Ron engaged in fraud
beyond his representations regarding Columbia’s ownership of other business entities and assets,
specifically, his concealment of related-party, self-dealing transactions by Columbia. But the
allegations to which she points fall short of Rule 9(b)’s particularity requirement. In paragraph
114 of the amended complaint, for example, Marie merely states that Ron engaged in a scheme to
divert Columbia’s income to himself. In paragraphs 115 through 119, Marie discusses the “three
key elements” fraudulent schemes exhibit in general terms, states that Ron’s scheme “manifested
all three elements, thereby avoiding detection,” and briefly describes the family dynamics and
personal traits that purportedly allowed Ron to maintain the secrecy of his scheme. R.27, PID
217–18. These paragraphs speak generally to the manner in which Ron allegedly fraudulently

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concealed his scheme, arguably satisfying the “how” requirement for pleading fraud-based
claims—though not as to any particular transaction.
The other paragraphs to which Marie points do not help her. Although she claims in
paragraph 141 of the amended complaint that Ron and Ron’s Sons entered into material
transactions without disclosure or consent and actively concealed those self-dealing transactions,
this allegation is entirely conclusory. She provides no details concerning the “when” or “where”
of these transactions or their concealment as required by Rule 9(b). Paragraphs 143, 175, and 270
contain general allegations of harm Marie claims she suffered, and do not provide any additional
details regarding any fraudulent concealment by Ron.
The closest the amended complaint comes to making a specific allegation of concealment
by Ron comes in paragraphs 280 through 283. There, Marie alleges that Ron rebuffed her attempts
to obtain information about Columbia and its business affairs and failed to fully disclose “the
movement of business activities, assets and other things of value” to entities owned by Ron and
his sons. R.27, PID 248. While answering the “who” and “what” of her fraudulent concealment
claim, Marie still does not address the “where” and “when.” As such, the district court did not err
in concluding that Marie’s complaint did not adequately allege fraud regarding Ron’s concealment
of the related-party, self-dealing transactions. See Republic Bank & Tr. Co. v. Bear Stearns & Co.,
683 F.3d 239, 256 (6th Cir. 2012) (Rule 9(b)’s requirements not met where plaintiff’s complaint
“discussed the . . . wrongful practices only at a high level of generality.”).
Marie argues that the district court’s determination that she did not plead her fraud claim
relating to the related-party transactions with particularity contradicts its earlier order granting her
motion for leave to file an amended complaint. In the prior order, the district court stated:

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The “circumstances constituting fraud” are set forth at length in the proposed
amended complaint. (Doc. 20 at ¶¶ 112–127, 272–287). Plaintiff groups various
types of similar transactions into common allegations because the total number of
entities and transactions involved makes it difficult, if not impossible, to reference
each of them individually. The Court finds that the description of the unauthorized
and undisclosed self-dealing transactions by which Ronald Joseph and his sons
have allegedly enriched themselves at Plaintiff’s expense are described with
sufficient particularity to meet Rule 9(b).
R.25, PID 206.
Ron argues that the district court properly dismissed Marie’s fraud-based claims because
the only Rule 56(b) evidence that Marie produced related to Ron’s statements regarding
Columbia’s ownership of various dealerships, and, in any case, her allegations do not meet Rule
9(b)’s particularity requirements. Marie argues in reply that the district court was not assessing
the evidence in its order granting Ron’s motion for partial summary judgment on Marie’s fraud-
based claims—rather, it was assessing only the sufficiency of her allegations.
Marie is correct that the district court’s order granting Ron’s motion for summary judgment
contradicts its earlier ruling granting Marie leave to file an amended complaint. However, Marie
cites no authority for the proposition that the district court was bound by that earlier determination
in ruling on Ron’s summary judgment motion, and Marie has not otherwise shown that the court
erred. See In re Saffady, 524 F.3d 799, 803 (6th Cir. 2008) (“[D]istrict courts have inherent power
to reconsider interlocutory orders and reopen any part of a case before entry of a final judgment.”)
(quoting Mallory v. Eyrich, 922 F.2d 1273, 1282 (6th Cir. 1991)). We therefore decline to reverse
the district court on this ground.
2.
Marie next argues that the district court erred in concluding that Ron’s 2009 deposition
testimony was sufficient to put her on notice of the potentially fraudulent nature of Ron’s previous
statements about Columbia. She also argues that the district court should not have granted

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summary judgment to Ron because the deposition testimony did not, in any case, touch on the
subject of the related-party transactions.
Section 2305.9 of the Ohio Revised Code provides that the four-year statute of limitations
for fraud claims begins to run when “the fraud is discovered.” Ohio Rev. Code §2305.09. The
Ohio Supreme Court has interpreted § 2305.9 to require “only facts sufficient to alert a reasonable
person of the possibility of fraud.” Cundall v. U.S. Bank, 909 N.E.2d 1244, 1250 (Ohio 2009)
(quoting Palm Beach Co. v. Dun & Bradstreet, Inc. 665 N.E.2d 718, 720 (Ohio Ct. App. 1995)).
That is, “[c]onstructive knowledge of facts, rather than actual knowledge of their legal
significance,” is sufficient to trigger the discovery rule. Id. (quoting Flowers v. Walker, 589
N.E.2d 1284, 1287 (Ohio 1992)).
The district court relied on two excerpts from Ron’s deposition in the Guardianship
Litigation in finding that Marie, who was present at that deposition, was placed on notice of the
possibility that Ron’s prior statements regarding Columbia were fraudulent. The first excerpt, with
Ron answering, reads:
Q: Okay. Could you describe the automobile business as it exists today? I mean—
A: I don’t think anyone can.
Q. –in your involvement. What company do you work for?
A. I believe I work for all the companies.
Q. Well, what are they?
A. Starting with Columbia, Camargo, Joseph Chevrolet, Toyota Cincinnati, Hummer
Cincinnati, Smart Car Cincinnati, Porsche Cincinnati, Audi Connection, Joseph
Olds—Joseph Cadillac, Florence, Kentucky, Airport Toyota. I could have missed
something, but that’s basically true.
Q. Now, you’ve run through a number of companies there. Are they independent
entities?
A. Yes.
Q. Columbia, is that an automobile company?
A. Yes.
Q. What automobiles do you sell from that company?
A. Primarily Acura and Hyundai.

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R.46-3, PID 1099. The other portion of Ron’s deposition relied on by the district court reads as
follows:
Q. What are these various entities? Are they separate entities?
A. Yes.
Q. They are separate. And they are owned by whom?
A. Columbia Acura, Columbia Hyundai, I’ll repeat this again, are owned by Columbia,
in which mom has a substantial interest and all the siblings have a certain amount
of stock. All right.
Q. That’s Hyundai?
A. And Acura.
Q. Yeah. Go ahead.
A. All right. All other companies are owned by me, primarily.
Q. How come you didn’t let the siblings have a little piece in this?
A. Because of what’s going on today.
Id., PID 1154.
When construed in the light most favorable to Marie, Ron’s statements in the first excerpt
alone do not necessarily suggest that Columbia does not own the other dealerships. However,
Ron’s statements in the second excerpt were sufficient to put Marie on notice of the possibility
that his previous statements regarding Columbia were potentially fraudulent.
Marie argues that Ron’s labeling of certain dealerships as “independent entities” does not
amount to an assertion regarding their ownership, and that independent entities may still share a
common ownership. While this may be true, any doubt as to Columbia’s ownership of other
dealerships is dispelled by the second excerpted portion of the deposition testimony, in which Ron
states that Columbia owns Columbia Acura and Columbia Hyundai, and that “all other companies
are owned by me, primarily.” Id. (emphasis added). Marie argues that this reference to “all other
companies” refers to the companies listed in the notice to take deposition: Joseph Enterprises;
Columbia Development Corporation; Columbia Development, Inc.; Columbia Oldsmobile
Company; Columbia Motor Sales Company; Columbia Oldsmobile, Joseph Realty, LLC; Joseph

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Realty, LLC (4); Joseph Realty, LLC (6); Camargo Cadillac; Columbia Chevrolet, Inc.; Columbia
Acura, Inc.; Columbia Hyundai, Inc.; and Columbia Square Properties LLC. Of these companies,
two—Camargo Cadillac and Columbia Chevrolet—had previously been identified by Marie as
properly being considered part of Columbia.4 And, as the district court correctly noted, even if
Marie’s position were correct, Ron still indicated through his testimony that Camargo Cadillac and
Columbia Chevrolet were owned by him and not Columbia, and thus that his earlier statements
regarding Columbia’s ownership of other dealerships were potentially untrue.
Marie’s only response to the district court’s determination on this point is that Camargo
Cadillac and Columbia Chevrolet are only two of the several other dealerships that she placed at
issue in her pleadings. She also notes that Ron’s statements do not reveal that he was operating
the dealerships primarily for his or his sons’ benefit, and that the district court ignored other
statements by Ron indicating that the “family business assets” were part of Columbia. However,
under Ohio law, it is “[c]onstructive knowledge of facts” that triggers the statute of limitations for
fraud-based claims under the discovery rule. See Cundall, 909 N.E.2d at 1250 (emphasis omitted).
That standard requires only “facts sufficient to alert a reasonable person of the possibility of fraud.”
Id. Ron’s assertion of ownership over two of the dealerships Marie claims should be considered
part of Columbia was sufficient to put her on notice that Ron’s previous statements were
potentially fraudulent.
For these reasons, the district court did not err in concluding that Marie’s claims for fraud
and concealment and for fraudulent breach of fiduciary duties are time-barred.
4 Marie alleges that as of 1988, Camargo Cadillac, as well as several other dealerships, “were all owned and operated,
directly or indirectly, by Columbia Development Corporation” and thus she has a “direct or indirect interest as a
minority shareholder of the parent company Columbia.” R.27, PID 229–30. Similarly, Marie alleges that Columbia
Chevrolet and several other dealerships are “still part of Columbia’s Joseph Auto Group in which Marie has a direct
or indirect interest as a minority shareholder of the parent company Columbia.” Id., PID 232.

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B.
Marie also appeals the district court’s first grant of summary judgment to Ron’s Sons on
her claim for fraudulent breach of fiduciary duties. Her claim is premised on allegations that Ron’s
Sons received money and other things of value belonging to Columbia from Ron, that they
participated in the related-party transactions, and that they benefited from their ownership of
various dealerships in the Joseph Auto Group. In moving for summary judgment, Ron’s Sons
argued that Marie’s claim must be limited to events that occurred on or after January 10, 2013, or
four years before she filed the amended complaint. They also argued that the discovery rule for
fraud-based claims did not apply, but even if it did, Marie’s claim accrued in 2009 when she
attended Ron’s 2009 deposition.
Marie argues that Ron’s 2009 deposition testimony did not adequately place her on notice
of her claims against Ron’s Sons for the same reasons she did not have adequate notice of her
claims against Ron. She also argues that the district court erred in concluding that she did not
assert a “fraudulent” breach-of-fiduciary-duties claim against Ron’s Sons such that the discovery
rule for fraud-based claims would apply. We disagree.
We have already concluded that Ron’s deposition was sufficient to put Marie on notice of
that claim, so we reject her argument to the contrary for the reasons set forth above.
In granting Ron’s Sons’ motion for summary judgment, the district court held that Marie’s
claim for breach of fiduciary duties was time-barred to the extent it was premised on acts or
omissions that occurred prior to January 10, 2013—four years before Marie filed the amended
complaint on January 10, 2017. Under Ohio Rev. Code § 2305.09(D), claims for breaches of
fiduciary duty are subject to a four-year statute of limitations and accrue when the act or omission
constituting the breach occurs. Ohio Rev. Code § 2305.09(D). The district court also held that,

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even if the discovery rule for fraud-based claims applied, Marie’s claim for breach of fiduciary
duties accrued in 2009 when Marie attended Ron’s deposition in the Guardianship Litigation. The
district court concluded that the discovery rule would “not change the conclusion that her claim
for breach of fiduciary duties is time-barred to the extent it is premised on acts or omissions that
occurred prior to January 13, 2010.” R.100, PID 6227.5
We agree that Marie failed to adequately allege fraud on the part of Ron’s Sons and that
her claim is barred to the extent it rests on acts or omissions prior to January 10, 2013. On appeal,
Marie argues that paragraphs 112, 134, 135–143, and 145 of the amended complaint sufficiently
allege fraudulent conduct by Ron’s Sons. Although these paragraphs do name Ron’s Sons, none
contains any representations made by them—let alone the “who, what, when, where, and how of
the alleged fraud.” Sanderson, 447 F.3d at 877.
Paragraph 141 does allege that Ron’s Sons engaged in acts of concealment—for example,
by concealing the related-party transactions and entering into material transactions without
disclosure, but the allegation is not made with the particularity required to allege fraud under Rule
9(b). Marie does not, for example, specify where or when Ron’s Sons engaged in these acts of
concealment. Her claim therefore does not adequately plead fraud. See Smith, 988 F.3d at 884
(stating that “parties bringing a fraudulent concealment claim ‘must specify the who, what, when,
where, and how of the alleged omission.’”) (quoting Republic Bank & Tr. Co., 683 F.3d at 256).
Marie argues that the district court’s finding in this regard contradicted its prior order
granting her leave to amend. In its order granting Marie’s motion for leave to amend, the district
court stated that Marie’s complaint described the “unauthorized and undisclosed self-dealing
5 This appears to have been a typo in the district court’s order. It concluded its discussion by holding that Marie’s
claim was barred to the extent it was premised on acts or omissions “prior to January 10, 2013.” R.100, PID 6227.

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transactions” with “sufficient particularity to meet Rule 9(b),” citing to paragraphs 112 through
127 and 272 through 287 of the amended complaint. R.25, PID 206. But paragraphs 112 through
127 of the amended complaint, appearing under the heading “Fraud and Concealment,” contain
factual allegations relating to Ron only. Similarly, paragraphs 272 through 287 of the amended
complaint are listed under Marie’s fourth cause of action for “Fraud and Concealment,” which is
also asserted against Ron only. Thus, Marie’s argument that the district court’s order granting
summary judgment to Ron’s Sons contradicted its order granting her leave to amend the complaint
is without merit.
C.
Marie argues that the district court erred in granting Ron’s Sons’ second motion for
summary judgment and dismissing all remaining claims against them. She asserts error in the
district court’s conclusion that she lacked standing to pursue a direct claim against Ron’s Sons,
arguing that the district court failed to properly apply Crosby v. Beam, 548 N.E.2d 217 (Ohio
1989), which allows for direct suits by minority shareholders against majority or controlling
shareholders. She also contends that the district court erred in holding that her injuries were not
separate and distinct from those of the other minority shareholders, and that her claims were
therefore derivative in nature. We find these arguments unavailing.
1.
“Where the defendant’s wrongdoing has caused direct damage to the corporate worth, the
cause of action accrues to the corporation, not to the shareholders . . . .” Adair v. Wozniak, 492
N.E.2d 426, 429 (Ohio 1986). In other words, when “the basis of the action is a wrong to the
corporation,” the harm is derivative in nature. See Boedeker v. Rogers, 746 N.E.2d 625, 632 (Ohio
Ct. App. 2000) (quoting 12B W. Fletcher, Cyclopedia of the Law of Private Corporations (Perm.

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Ed. 2000), Sec. 5908); see also Crosby, 548 N.E.2d at 219. If, however, “the complaining
shareholder is injured in a way that is separate and distinct from an injury to the corporation,” a
shareholder may bring a direct action. Crosby, 548 N.E.2d at 219. “[A]ctions for breach of
fiduciary duty [by directors or officers] are generally to be brought in derivative suits.” Maas v.
Maas, 161 N.E.3d 863, 882 (Ohio Ct. App. 2020) (quoting Sayyah v. O’Farrell, No. CA2000-06-
017, 2001 WL 433789, at *3 (Ohio Ct. App. 2001)); see also id. (“Primarily, the right to maintain
an action to recover for the alleged negligence, fraud, or misconduct of directors and officers,
resulting in the depletion of corporation property, belongs to the corporation itself.”). However, a
shareholder’s right to inspect corporate books and records, demand an accounting, call a special
membership meeting, and “be compensated for a wrongful exclusion from the organization
implicate individual rights of the member.” Carlson v. Rabkin, 789 N.E.2d 1122, 1127–28 (Ohio
Ct. App. 2003). In determining whether a complaint states a direct or derivative claim, the court
looks “to the nature of the alleged wrong rather than the designation used by the plaintiffs.” Maas,
161 N.E.3d at 881 (citing Sayyah, 2001 WL 433789, at *4).
Putting aside the corporate-records claim, which is not at issue here, Marie has failed to
demonstrate that she suffered an injury separate and distinct from that of Columbia. She points to
transfers Columbia made to Pond Realty, an entity wholly owned by Ron’s Sons, and of which
Ron is the president, as evidence that she was individually harmed because she knew nothing about
those transfers and was not afforded an opportunity to partake in them. But Columbia’s transfers
of “millions of dollars to Pond Realty Company,” Appellant Br. at 30, came from Columbia’s own
corporate assets, so it is difficult to see how Marie was “injured in a way that is separate and
distinct from an injury to the corporation,” Crosby, 548 N.E.2d at 219.

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Marie resists this conclusion by arguing that because Ron and Ron’s Sons, who are also
shareholders of Columbia, “benefitted from their conduct,” and thus were not injured, not all of
Columbia’s shareholders were injured in a similar manner. Reply Br. at 12. The implication, it
seems, is that because some other shareholders benefitted, Marie was uniquely harmed as a
shareholder because she did not so benefit and thus is entitled to bring a direct action. We find
this argument unpersuasive. Marie does not explain how she in particular was harmed. For
instance, Teresa Zelina, Shirley Joseph, Renee Perry, and Michael Joseph, who are also Columbia
shareholders, appear to have been harmed in the same way as Marie.
Here, the transfers from Columbia to Pond Realty harmed the value of Columbia, even if
Marie was indirectly injured in that she was denied the opportunity to partake in the outflows of
money. Marie herself appears to recognize as much in her brief, when she states that “[t]o
appreciate how Ron’s Sons’ conduct caused individual harm to Appellant, it is important to
identify who/what was receiving Columbia’s money or other things of value via the related-party
transactions at issue.” Appellant Br. at 30 (emphasis added). The injuries that Marie complains
of arise as a consequence of her position as a shareholder, not as a consequence of an “individual
claim[] [she] might have apart from [her] status as [a] shareholder,” because liability for loss of
corporate assets, which Marie acknowledges is at issue here, “runs to the corporation and not its
individual shareholders.” Adair, 492 N.E.2d at 428. As such, Marie’s claims against Ron’s Sons
are derivative rather than direct.
2.
Marie argues that she can nevertheless pursue her claims directly against Ron’s Sons, as
she did against Ron, pursuant to Crosby’s exception for suits by minority shareholders against
majority or controlling shareholders in closely held corporations. Crosby does, indeed, allow for

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such direct claims. Marie contends that Ron’s Sons “controlled” Columbia through two actions
“taken over a two-day period in May 2013,” which she claims “consolidated nearly all power over
Columbia” in Ron. Appellant Br. at 28. The district court rejected both arguments, finding that
Ron’s Sons were not majority shareholders and that Ron’s Sons did not “control” Columbia. We
agree.
As the district court noted in its order granting Ron’s Sons’ motion for summary judgment,
Ron’s Sons are not majority shareholders in Columbia; they each own less than one percent of
Columbia’s voting shares. Marie contends nevertheless that Ron’s Sons exercised control over
Columbia by providing the two-thirds written consent needed to replace the existing code of
regulations (the company’s by-laws) with a new code of regulations that allowed Columbia to have
just one director. She also contends that Ron’s Sons exercised control over Columbia by voting
their shares via proxy in favor of removing Marie and all other directors from Columbia’s board
and leaving Ron as the sole director.
To be sure, Ohio courts have recognized that shareholders need not own the majority of
shares in order to “control” a corporation. See, e.g., Kirila v. Kirila Contractors, Inc., No. 2015-
T-0108, 2016 WL 4426409, at *6 (Ohio Ct. App. 2016) (stating that “the heightened fiduciary
duty owed in a closely held corporation does not simply depend on the number of shares one
owns.”). But the two examples cited by Marie do not evidence control on the part of Ron’s Sons.
As to Marie’s first argument, the fact that Ron’s Sons voted the same way as Ron does not
in and of itself suggest that Ron’s Sons exercised control over the corporation. Marie cites no
authority suggesting that such a vote constitutes the exercise of “control” or imposes heightened
fiduciary duties on non-controlling or non-majority shareholders. Moreover, as majority
shareholder, Ron already had sufficient votes to amend the code of regulations himself. Under

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Ohio law, shareholders may adopt, amend, or repeal a corporation’s code of regulations by
majority vote at a shareholder meeting, or by written consent of two-thirds of the corporation’s
voting power without a meeting. Ohio Rev. Code § 1701.11(A)(1)(b), (c). At the time, Ron owned
56.347% of voting shares, which was more than enough for him to amend the code of regulations
by himself. Ron’s Sons did not become controlling shareholders simply by voting for a result that
the majority shareholder could have obtained on his own.
We also conclude that Ron’s Sons did not control Columbia by allowing their attorney, Joe
Rouse, to vote their shares by proxy to appoint Ron as Columbia’s sole director. Again, Marie has
not pointed us to any authority suggesting that a vote in favor of or in the same way as a majority
shareholder, even if that is dispositive, constitutes control over a corporation. Finally, we note
again that Ron was a majority shareholder and therefore could have made himself the sole director
without the votes of his sons.
D.
Marie next argues that the district court erred in denying her motion for partial summary
judgment on her claims that the Joseph Auto Group is a part of Columbia such that she should
benefit from the operation of its dealerships, and that Ron and Ron’s Sons engaged in self-dealing
transactions.
1.
We lack jurisdiction to consider the denial of Marie’s motion for partial summary judgment
with respect to her claims against Ron. In Ortiz, the Supreme Court held that a party may not
appeal the denial of a motion for summary judgment after a full trial on the merits has taken place.
Ortiz v. Jordan, 562 U.S. 180, 183–84 (2011). It explained that under 28 U.S.C. § 1291, the
jurisdiction of a court of appeals extends only to “appeals from . . . final decisions of the district

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courts,” id. at 188 (quoting 28 U.S.C. § 1291), and that orders denying summary judgment
typically do not qualify as “final decisions” that may be appealed. Id. Such rulings, the Court
stated, have an “interlocutory character” and are “simply a step along the route to final judgment.”
Id. at 184. Once a full trial on the merits has taken place, “the full record developed in court
supersedes the record existing at the time of the summary-judgment motion.” Id.
However, Ortiz left open the possibility that orders denying summary judgment raising
“purely legal” issues may be considered on appeal. See id. at 190; see also Nolfi v. Ohio Ky. Oil
Corp., 675 F.3d 538, 545 (6th Cir. 2012). “Cases fitting that bill,” the Court stated, “typically
involve contests not about what occurred, or why an action was taken or omitted, but disputes
about the substance and clarity of pre-existing law.” Ortiz, 562 U.S. at 190.
Here, Marie does not quarrel with the “substance and clarity of pre-existing law.” Id.
Instead, she argues that, with respect to her claim regarding the Joseph Auto Group, the district
court failed to conduct a “nuanced inquiry” into the “indicia of ownership” of the various
dealerships she alleges are part of that entity. Appellant Br. at 34–35. This is not a “purely legal
issue.” Ortiz, 562 U.S. at 190. Indeed, in denying Marie’s motion for partial summary judgment,
the court explicitly noted that “there are genuine issues of fact as to whether the Joseph Auto Group
is an independent legal entity or simply a trade name.” R.162, PID 11391; see Kennedy v. City of
Cincinnati, 483 F. App’x 110, 111 (6th Cir. 2012) (applying Ortiz and noting that appeal was not
of “purely legal character” where district court noted existence of “disputed questions of fact” in
its summary judgment ruling). We need only look as far as Marie’s opening brief for confirmation
that Marie’s true dispute is with the district court’s factual findings. She points, for example, to
indicia of ownership such as joint executive offices, signage, and insurance policies that the district

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court purportedly overlooked or did not take into full consideration in denying her motion for
summary judgment.
The same is true for Marie’s arguments regarding the related-party transactions. She
contends that Ron and Ron’s Sons failed to satisfy their burden of demonstrating that each
individual related-party transaction was fair. Rather than producing source documents to
legitimize the purpose and nature of these transactions, Marie asserts, they instead relied on
generalized statements and “after-the-fact declarations” in opposing her motion. Appellant Br. at
40. By relying on these “blanket and unsupported statements” to find the existence of genuine
issues of material fact, she argues, the district court erred. Id. Like her arguments regarding the
Joseph Auto Group, Marie’s arguments regarding the related-party transactions cannot be “asked
and answered without reference to the facts of the case,” Kay v. United of Omaha Life Ins. Co.,
562 F. App’x 380, 385 (6th Cir. 2014), and therefore do not “present neat abstract issues of law”
that we may address on appeal, Ortiz, 562 U.S. at 191 (internal quotation marks omitted).
For these reasons, we lack jurisdiction to review the denial of Marie’s motion for partial
summary judgment with respect to her claims against Ron. 6
2.
By contrast, we do have jurisdiction to consider the denial of Marie’s motion relating to
Ron’s Sons. The rationale of Ortiz does not apply where there was no subsequent trial on the
merits. In such circumstances, there is no “full record developed in court [that] supersedes the
6 We recognize that the district court’s order granting Ron and Ron’s Sons’ omnibus motion in limine precluded Marie
from making “any argument or claim . . . referring to the Joseph Auto Group as a legal entity” at trial. R.152, PID
11044. Thus, the trial record does not reflect any resolution of the Joseph Auto Group theory. Nevertheless, because
orders denying summary judgment are “by their terms interlocutory,” Ortiz, 562 U.S. at 188 (quoting Liberty Mut.
Ins. Co. v. Wetzel, 424 U.S. 737, 744 (1976)), and we have jurisdiction to review only “appeals from . . . final decisions
of the district courts,” 28 U.S.C. § 1291, we lack jurisdiction to review this aspect of the district court’s order. Marie
does not point us to any applicable exception, or, for that matter, make any argument that Ortiz does not apply. In any
event, we address the motion in limine below in Section VI.

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record existing at the time of the summary-judgment motion.” Id. at 184. Here, the district court
granted Ron’s Sons’ motion for summary judgment on the same day that it denied Marie’s motion
for partial summary judgment, dismissing all claims against them.
It is well-established that “when parties appeal the outcome of cross-motions for summary
judgment, we have jurisdiction to review the denial of a motion for summary judgment.”
GeoSynFuels, LLC v. Gorman, 493 F. App’x 713, 718 (6th Cir. 2012); see also In re Arctic Express
Inc., 636 F.3d 781, 791 (6th Cir. 2011). Here, Ron’s Sons moved for summary judgment on all
remaining claims against them, including Marie’s claims relating to the Joseph Auto Group and
the related-party transactions. Marie filed her own motion seeking partial summary judgment in
her favor on those same claims. We therefore have jurisdiction to review the denial of her motion
for partial summary judgment.
We first address Marie’s motion with respect to her Joseph Auto Group theory. In her
motion, Marie asserted that she was “entitled to summary judgment that Joseph Auto Group does,
in fact, exist.” R.120, PID 7898. In denying the motion, the district court held that there were
genuine issues of fact as to whether the Joseph Auto Group was an independent legal entity or just
a trade name. It also stated that Marie had not pointed to any authority allowing the court to
“simply declare that a certain type of entity ‘exists’ in the absence of the prerequisites mandated
by Ohio law.” R.162, PID 11392. Finally, it found that other genuine issues of material fact
existed, such as what type of legal entity the Joseph Auto Group is and who its officers and
shareholders are.
We find no error in the district court’s denial of Marie’s motion as to that claim. In finding
that there were questions of material fact as to whether the Joseph Auto Group was an independent
legal entity or simply a trade name, the district court cited deposition testimony from five witnesses

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to the effect that the Joseph Auto Group was merely a marketing term or an informal way of
referring to various dealerships. Although Marie argues that the district court overlooked
numerous indicia of ownership such as official filings, advertisements, and joint offices, “we must
view the evidence and draw all inferences in the light most favorable to . . . the nonmoving party[]
to determine whether there is a genuine issue of material fact.” Booth v. Nissan N. Am., Inc.,
927 F.3d 387, 392 (6th Cir. 2019). “The ultimate question is whether the evidence presents a
sufficient factual disagreement to require submission of the case to the jury, or whether the
evidence is so one-sided that the moving parties should prevail as a matter of law.” Carhartt, Inc.
v. Innovative Textiles, Inc., 998 F.3d 739, 742 (6th Cir. 2021) (quoting Payne v. Novartis Pharms.
Corp., 767 F.3d 526, 530 (6th Cir. 2014)). Viewing these facts in the light most favorable to Ron’s
Sons, the district court did not err in finding that there was a question of fact whether the Joseph
Auto Group was a legal entity, and thus that it could not, at the summary judgment stage, grant her
relief in the form of a declaration that the Joseph Auto Group “exists.”
We likewise conclude that the district court did not err in denying Marie’s motion with
respect to the related-party transactions. In moving for partial summary judgment, Marie
challenged several categories of self-dealing transactions that Ron and Ron’s Sons allegedly
engaged in: (1) the transfer of $6,602,775 from Columbia to Pond Realty, an entity wholly owned
by Ron’s Sons and of which Ron is the president; (2) the transfer of $11,422,202 from Columbia
to dealerships owned by Ron or Ron’s Sons; (3) loans or investments from Columbia to dealerships
owned by Ron or his sons; and (4) the use of Columbia’s funds to pay for things of value for Ron
and Ron’s Sons’ personal enjoyment.

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In opposing Marie’s motion, Ron7 explained why the transactions challenged by Marie
were either legitimate or fair to Columbia. As to the transfer of money from Columbia to Pond
Realty, Ron asserted that those payments either benefitted Columbia, were voided transactions that
did not result in payment to Pond Realty, or constituted transfer payments that stayed within
Columbia. Proceeding line-by-line through each of the general-ledger entries relied on by Marie,
Ron explained that six transactions did not result in payment to Pond Realty, and that forty-one of
the remaining forty-nine entries were payments for insurance for Columbia’s employees. Ron
further explained that the remaining eight transactions were payments to Pond Realty for
management fees, which multiple Columbia employees testified were both fair and justified by
services actually performed by Pond Realty.
With respect to the transfer of $11,422,202 from Columbia to other dealerships, Ron
asserted that they were nothing more than “fleet sales” involving the large-scale purchase and sale
of vehicles between dealerships that was facilitated by Columbia for a commission. In support of
this assertion, Ron cited to the declaration of a Columbia employee stating that the general-ledger
and cash-disbursement journal entries on which Marie relied reflected those transactions.
Ron also asserted that the loans made by Columbia to dealerships owned by him or his
sons were all paid back with interest and thus beneficial to Columbia, citing the declaration of the
Joseph family’s bookkeeper and accountant. Finally, in addressing the use of Columbia funds to
pay for things of value for Ron and Ron’s Sons, Ron asserted that some of the transactions were
from before the statutory limitations period, cited evidence showing that payments made by
7 Ron’s Sons’ opposition to Marie’s motion for partial summary judgment relied in part on Ron’s opposition to Marie’s
motion by incorporating it by reference. Ron’s Sons also argued that they did not proximately cause injury to Marie
because they were not controlling shareholders, and that Marie lacked standing to pursue her breach-of-fiduciary-
duties claim.

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Columbia for security systems were reimbursed, and testimony from a Columbia employee that
she did not know who paid for Cincinnati Reds tickets.
In denying Marie’s motion for partial summary judgment, the district court summarized
the evidence and arguments presented by both Marie and Ron regarding the existence and propriety
of the alleged related-party transactions. It concluded that “there are genuine issues of material
fact as to whether the above-described transfers from Columbia to Ron and Ron’s Sons, and/or
entities owned by Ron and Ron’s Sons, constituted breaches of fiduciary duty, specifically, as to
whether these transactions were fair to Columbia.” R.162, PID 11396. Marie argues that Ron and
Ron’s Sons failed to prove the fairness of each of the challenged transactions, relying instead on
“conclusory and unsupported statements.” Appellant Br. at 39. But a review of Ron’s opposition
reveals that he did not rely on mere conclusory assertions in opposing Marie’s motion. Rather, he
cited, among other evidence, deposition testimony and declarations from Columbia employees
who were most familiar with the transactions at issue, as well as the general-ledger entries on
which Marie herself relied, in justifying the propriety of the alleged related-party transactions.
This evidence was not “so one-sided” that the district court was required to rule in favor of Marie.
See Doe, 971 F.3d at 557.
IV.
Marie next challenges the court’s instructions to the jury. “On appeal, we review jury
instructions as a whole ‘to determine whether they adequately inform the jury of the relevant
considerations and provide a basis in law for aiding the jury in reaching its decision.’” Bridgeport
Music, Inc. v. UMG Recordings, Inc., 585 F.3d 267, 273 (6th Cir. 2009) (quoting Williams v. Paint
Valley Loc. Sch. Dist., 400 F.3d 360, 365 (6th Cir. 2005)). While erroneous jury instructions are
typically reviewed under an abuse-of-discretion standard, the “legal accuracy” of jury instructions

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is reviewed de novo. Hurt v. Com. Energy, Inc., 973 F.3d 509, 523 (6th Cir. 2020). And, we
reverse a judgment based on erroneous jury instructions only if the instructions, when viewed as a
whole, were confusing, misleading, and prejudicial. Williams v. Eau Claire Pub. Schs., 397 F.3d
441, 445 (6th Cir. 2005).
A.
Marie argues that the district court committed reversible error in instructing the jury that
Ron did not engage in undisclosed self-dealing if he did not know about the transactions in which
he allegedly had an interest (the “Knowledge Instruction”).8 She contends that the Knowledge
Instruction was confusing and misleading because it contradicted a prior jury instruction issued by
the court regarding her fiduciary-duties claim. She also argues that it was prejudicial because the
district court issued the instruction only after she presented her case-in-chief, effectively requiring
her to prove, retrospectively, an additional element of her claim not supported by Ohio law.
8 The Knowledge Instruction reads as follows:
BREACH OF FIDUCIARY DUTIES-SECOND ELEMENT (BREACH)
(ALLEGED “SELF-DEALING” TRANSACTIONS)
Marie alleges that Ron breached fiduciary duties owed to her by engaging in unauthorized and undisclosed
“self-dealing” transactions involving Columbia and its subsidiaries, on the one hand, and Ron, his sons, or entities
they purport to own and/or control on the other, including transactions involving the “fleet sales” program, the U.S.
Bank Money Center Account (also known as the “Sweep Account”), the management fees paid to Pond Realty
Company d/b/a Joseph Management, other transfers from Columbia and its subsidiaries to Pond Realty Company,
disbursements categorized as “loans” or “investments” to other dealerships, using Columbia employees to perform
work for other businesses Ron owns, and the payments for things like club memberships and dues, sports tickets, and
security services.
If you find that Marie has shown, by a preponderance of the evidence, that Ron engaged in “undisclosed self-
dealing,” then Ron is presumed to have breached his fiduciary duties in regards to that particular transaction unless,
as explained in the next instruction, Ron proves by a preponderance of the evidence that the transaction was fair to
Columbia.
Ron engaged in “undisclosed self-dealing” if (1) Ron engaged in a transaction in which Ron had a material
pecuniary interest and that interest reasonably would be expected to affect Ron’s judgment in a manner adverse to
Columbia, and (2) Ron failed to disclose his interest in the transaction to Columbia.
Ron did not engage in “undisclosed self-dealing” if he did not know about the transaction or
transactions in which he is alleged to have an interest, as Ron did not have a duty to disclose transactions of
which he was unaware.
R.208, PID 15666 (emphasis added).

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1.
Marie argues that the Knowledge Instruction “directly contradicted” the district court’s
jury instruction listing the three elements required for Marie’s breach-of-fiduciary-duties claim:
“(1) the existence of a duty owed by Ron arising from a fiduciary relationship between Ron and
Marie; (2) a failure by Ron to observe that duty; and (3) an injury or damage to Marie resulting
proximately from Ron’s failure to observe a fiduciary duty owed to Marie.” R.208, PID 15662.
Marie asserts that the Knowledge Instruction added a fourth “element” to her breach-of-fiduciary-
duties claim.
We disagree. The Knowledge Instruction appeared on a separate page of the jury
instructions listing “what Marie must prove by a preponderance of the evidence in order to
establish that the alleged self-dealing transactions, and the alleged usurpation of corporate
opportunities, constitute a ‘breach’ of fiduciary duties.” Id., PID 15664. Rather than adding an
“element” to Marie’s breach-of-fiduciary-duties claim, the court was explaining that Marie could
not satisfy the second element of her claim—breach—with respect to transactions of which Ron
was not aware. This is evident from the header of the page on which the Knowledge Instruction
appears, which reads, “BREACH OF FIDUCIARY DUTIES—SECOND ELEMENT (BREACH)
(ALLEGED “SELF-DEALING” TRANSACTIONS).” Id., PID 15666. Moreover, the district
court explained on the very first page of the instructions relating to Marie’s breach-of-fiduciary-
duties claim that “[i]n the next several instructions, I will explain each of these three elements in
greater detail.” Id., PID 15662 (emphasis added). The Knowledge Instruction was part of the
district court’s more detailed explanation of how Marie could satisfy the breach element of her
claim.

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2.
Marie also argues that the Knowledge Instruction finds no support in Ohio law. But Marie
has offered no authority for the proposition that a defendant can breach a fiduciary duty by failing
to disclose transactions of which the defendant had no knowledge. Marie attempts to distinguish
Saxe v. Dlusky, No. 09AP-673, 2010 WL 4324198 (Ohio Ct. App. Nov. 2, 2010) and Binsack v.
Hipp, No. H-97-029, 1998 WL 334223 (Ohio Ct. App. June 5, 1998), two cases relied on by Ron
as the basis for the Knowledge Instruction.
In both cases, the plaintiffs argued that the defendants should have disclosed information
about the value of shares of a closely held corporation before those shares were sold. Saxe, 2010
WL 4324198, at *2; Binsack, 1998 WL 334223, at *3. In both cases, the court held that a party in
a fiduciary relationship must disclose material facts known to him but not the other party. See
Saxe, 2010 WL 4324198, at *6; Binsack, 1998 WL 334223, at *4.
Marie is correct that Saxe and Binsack present different factual circumstances and
concerns, but she still has not shown that a personal fiduciary duty can be violated without
knowledge of the undisclosed transactions.
3.
Finally, Marie argues that she was prejudiced because she did not learn that the district
court would require her “to prove an additional element” of her breach-of-fiduciary-duties claim
until after she presented her case-in-chief. Appellant Br. at 43. However, as discussed above, the
court did not require Marie to prove an additional “element;” it merely explained that knowledge
of the transaction was required for Marie to establish the “breach” element of her claim. Further,
any claim that Marie was surprised or lacked notice of the Knowledge Instruction is belied by the
record, which establishes that Marie was on notice that Ron’s knowledge of the transactions would

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be an issue at least as early as September 26, 2018—almost two weeks before the first day of trial,
and almost a month before the district court issued its final jury instructions—when the parties
submitted their joint proposed jury instructions and verdict forms. In the proposed jury
instructions, Ron disputed on multiple occasions Marie’s proposed instruction stating that “Ron
had a duty to disclose” certain transactions, citing to both Saxe and Binsack. Moreover, Marie
herself concedes that
[s]hortly before the trial began in the underlying case, it became clear that Ron’s
primary defense to Appellant’s breach of fiduciary duty claims was that he did not
know the related-party transactions were even occurring and that others to whom
he had delegated authority caused Columbia to engage in those transactions
unbeknownst to him.
Appellant Br. at 41–42 (emphasis added). Because Marie herself acknowledges that she was on
notice that Ron’s knowledge of the challenged transactions would be at issue in the case, her
argument that she was prejudiced by the timing of the district court’s decision to include the
Knowledge Instruction fails.
B.
Marie next argues that the district court erred in failing to give her proposed agency
instruction. According to Marie, this failure meant that the jury was “instructed that a majority
and controlling shareholder of an Ohio corporation can avoid liability for conduct occurring under
his watch so long as he delegates to others the authority to cause the corporation to engage in that
conduct and subsequently turns a blind eye.” Appellant Br. at 48.
We review a district court’s refusal to issue a proposed jury instruction for abuse of
discretion. Hisrich v. Volvo Cars of N. Am., Inc., 226 F.3d 445, 449 (6th Cir. 2000). An abuse of
discretion occurs where we have “a definite and firm conviction that the trial court committed a
clear error of judgment.” Id. (quoting Bowling v. Pfizer, Inc., 102 F.3d 777, 780 (6th Cir. 1996)).

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“[A] district court’s refusal to give a jury instruction constitutes reversible error if: (1) the omitted
instruction is a correct statement of the law; (2) the instruction is not substantially covered by other
delivered charges; and (3) the failure to give the instruction impairs the requesting party’s theory
of the case.” Eau Claire Pub. Schs., 397 F.3d at 445.
Marie argues that the district court should have issued the following agency instruction:
“A principal is generally charged with the knowledge of its agents. A principal or master who
delegates a course of action to his agent or servant is liable for the conduct of that agent while
acting within the scope of his authority or employment.” R.225-5, PID 17125. She contends that
the district court’s failure to issue this instruction was prejudicial because, “as to at least two
categories of the related-party transactions, the jury’s verdict in Ron’s favor explicitly turned on
whether Ron caused Columbia to engage in those transactions.” Appellant Br. at 49. Marie points
to the pages of the jury interrogatories in which the jury answered that Marie had not proven that
Ron caused Columbia to disburse money in the form of “loans” or “investments” to Camargo
Cadillac, Gold Circle Mall, and Joseph Development, and that Ron had not caused Columbia to
pay management fees to Pond Realty. But by asking the jury whether Marie proved that Ron
“caused” Columbia to engage in the related-party transactions at issue, the district court effectively
put the agency question to the jury. Unlike the jury interrogatories relating to the usurpation of
corporate opportunities, the interrogatories relating to the related-party transactions did not ask
whether Ron “knew” of the transactions or otherwise directly engaged in or facilitated the related-
party transactions. By using this causation terminology rather than simply asking whether Ron
had knowledge, the interrogatories accounted for the possibility that Ron purposefully sought to
insulate himself from liability by delegating tasks to his employees. And Marie’s counsel
effectively advanced this theory during closing arguments, asserting:

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Merely saying that “I didn’t know, ergo I cannot be responsible,” can you imagine, is that
what this is going to be reduced to? All of this can take place and he can escape liability
by simply stating: I didn’t know.
He knew, he knew. And Michael Candelaresi, Ned VanEmon and Lou Rouse gave you
the testimony there that he knew.
You heard testimony that he delegates responsibility to various people at Columbia and he
entrusts them with that responsibility, but now he’s trying to hide behind the idea that,
although he’s unquestionably in control, he doesn’t know what’s going on.
R.220, PID 16675–76.
For these reasons, we find no reversible error in the district court’s failure to give the
agency instruction.
C.
Marie also contends that the final jury instructions were incomplete because they did not
encompass her claims that Ron breached his fiduciary duties of loyalty and utmost good faith, and
his fiduciary duty to refrain from self-dealing. She argues that although the district court correctly
instructed the jury that those duties exist, it confined a possible breach by Ron solely to his
engaging in undisclosed self-dealing.
Marie has forfeited her objection. Marie did submit an instruction stating that Ron had a
duty to “refrain from self-dealing, a duty of disclosure, a duty of loyalty, and a duty of utmost good
faith.” R.177, PID 11768. She also submitted an instruction stating that “[a] violation of any one
of these duties is a breach of fiduciary duty.” Id., PID 11769. But merely proposing a different
jury instruction does not preserve an objection to jury instructions for appellate review. See
Woodbridge v. Dahlberg, 954 F.2d 1231, 1235 (6th Cir. 1992) (holding that plaintiffs failed to
preserve objection to jury instructions where plaintiffs submitted proposed jury instruction but
“[t]he judge’s discussion of the jury instructions with counsel plainly reveal[ed] . . . that the trial
judge was not made aware of the error about which [plaintiffs] now complain.”).

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The record reveals that Marie’s counsel did not object to the district court’s failure to give
her requested instruction. For example, when reviewing page 23 of the court’s draft jury
instructions, which explains that Marie alleges that Ron breached his fiduciary duties in two
ways—engaging in self-dealing transactions and usurping corporate opportunities—Marie’s
counsel indicated that he had no objections. The district court also asked whether the parties had
any objections to page 25 of the draft jury instructions, which explained the ways in which Marie
could satisfy the “breach” element of her breach-of-fiduciary-duties claim with respect to the self-
dealing transactions. Those instructions, like the final jury instructions, did not include an
instruction that the jury could find that Ron breached his fiduciary duties by violating his duties of
loyalty or utmost good faith, or by failing to refrain from self-dealing.
The only objections Marie’s counsel raised with regard to the instructions on page 25 were
the following: (1) the language “including transactions involving the ‘fleet sales’ program, . . .”
failed to include other transfers of money from Columbia or Columbia Automotive to Pond Realty;
(2) the parenthetical “(other than usual or customary director’s fees and benefits)” after “material
pecuniary interest” was unnecessary and could confuse the jury; and (3) the Knowledge Instruction
was not appropriate and should instead be replaced by a “constructive knowledge and agency”
instruction. R.223, PID 16982–83.
Marie points out in her reply brief that her counsel later informed the district court, before
it charged the jury, that “there’s an instruction there or some instructions there that were not what
we had asked for and not necessarily what the other side had asked for either.” R.228, PID 17370.
The court responded that “[a]ll objections are preserved.” Id. Even if Marie had properly objected
to the district court’s failure to instruct on the duties of good faith, loyalty, and to refrain from self-
dealing, her generalized objection regarding “an instruction there or some instructions there,” id.,

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did not make clear what instruction she was challenging. Rule 51(c) of the Federal Rules of Civil
Procedure provides that a party making an objection must “do so on the record, stating distinctly
the matter objected to and the grounds for the objection.” Fed. R. Civ. P. 51(c). And “[s]trict
compliance with Rule 51 is required,” meaning “failure to state specific grounds is fatal.” Rimer
v. Rockwell Int’l Corp., 739 F.2d 1125, 1127 (6th Cir. 1984); see also Libbey-Owens-Ford Co. v.
Ins. Co. of N. Am., 9 F.3d 422, 427 (6th Cir. 1993) (stating that “objections must be sufficiently
specific to enable the trial court to follow them if well taken.”). For these reasons, we reject
Marie’s challenge to the jury instructions.
D.
Marie next argues that the district court’s jury interrogatories were incomplete, confusing,
misleading, and improper “[f]or many of the same reasons the jury instructions were flawed.”
Appellant Br. at 51. She also contends that the jury interrogatories required her to prove additional
elements of her breach-of-fiduciary-duties claim, for example by asking the jury whether Ron had
a “material pecuniary interest” in the challenged transactions and whether the interest would affect
his judgment. Marie also asserts that the jury interrogatories improperly asked those questions as
prerequisites to the jury’s consideration of conduct unrelated to Ron’s alleged self-dealing.
Marie has forfeited these objections to the jury interrogatories. Both the district court’s
proposed jury instructions and proposed interrogatories asked whether Ron had a material
pecuniary interest in the challenged transactions. But during the charging conference, when the
district court walked the parties through the jury instructions, Marie did not object to the use of the
term “material pecuniary interest.” R.223, PID 16982. She only objected to the parenthetical
language “other than usual or customary director’s fees and benefits” in the same sentence. Id.
More importantly, when the district court discussed each jury interrogatory with the parties,

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Marie’s counsel made no objection to the questions in the interrogatories asking whether Marie
had proved by a preponderance of the evidence that Ron had a material pecuniary interest in the
various transactions. Similarly, Marie did not object, as she does on appeal, that the interrogatories
“were . . . improperly structured as prerequisites to the jury’s consideration of other issues.”
Appellant Br. at 52. Marie has thus failed to preserve this argument. See Preferred RX, Inc. v.
Am. Prescription Plan, Inc., 46 F.3d 535, 548 (6th Cir. 1995) (holding that defendants’ failure “to
formally object and state their position” regarding interrogatories as required by Rule 51 “results
in a waiver of the objection advanced on appeal”); see also Penn v. Glenn, 265 F.2d 911, 912 (6th
Cir. 1959) (per curiam) (“Appellants’ contention that the interrogatories submitted to the jury did
not correctly present the issue which the jury was called upon to decide is without merit in view
of the appellants’ failure to make objection thereto or to offer interrogatories of their own drafting
in lieu thereof.”).
V.
Marie next argues that the district court abused its discretion in denying her motion for a
new trial. Marie has waived this argument on appeal by failing to adequately present it in the
single paragraph addressing the argument in her appellate brief.
Arguments that are raised “in a perfunctory manner, unaccompanied by some effort at
developed argumentation,” are waived. See Grinter v. Knight, 532 F.3d 567, 574 n.4 (6th Cir.
2008) (quoting United States v. Johnson, 440 F.3d 832, 846 (6th Cir. 2006)). Here, the only
explanation offered by Marie as to why the district court abused its discretion is “[f]or the reasons
discussed above.” Appellant Br. at 53. “This perfunctory attempt at argument waives this claim.”
Gerboc v. ContextLogic, Inc., 867 F.3d 675, 681–82 (6th Cir. 2017).

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VI.
Finally, Marie argues that the district court abused its discretion in granting Ron’s motion
in limine seeking to preclude her from making any argument or claim referring to the Joseph Auto
Group as a legal entity. She argues that a motion in limine is not the proper vehicle for resolving
genuine issues of material fact, which the district court did by first denying her motion for partial
summary judgment on the basis that genuine issues of material fact existed, and then granting
Ron’s motion in limine precluding her from making any argument at trial on the same issue.
“We review a district court’s ruling on a motion in limine for an abuse of discretion.”
Branham v. Thomas M. Cooley Law Sch., 689 F.3d 558, 562 (6th Cir. 2012). “A district court
abuses its discretion when it relies on clearly erroneous findings of fact, when it improperly applies
the law, or when it employs an erroneous legal standard.” United States v. Gunter, 551 F.3d 472,
483 (6th Cir. 2009). An abuse of discretion is found where we have a “definite and firm conviction
that the trial court committed a clear error of judgment.” United States v. Flowers, 963 F.3d 492,
497 (6th Cir. 2020) (quoting Landrum v. Anderson, 813 F.3d 330, 334 (6th Cir. 2016)).
The purpose of a motion in limine is “to exclude anticipated prejudicial evidence before
the evidence is actually offered.” Louzon v. Ford Motor Co., 718 F.3d 556, 561 (6th Cir. 2013)
(quoting Luce v. United States, 469 U.S. 38, 40 n.2 (1984)). Motions in limine are “designed to
narrow the evidentiary issues for trial and to eliminate unnecessary trial interruptions.” Id.
(quoting Bradley v. Pittsburgh Bd. of Educ., 913 F.2d 1064, 1069 (3d Cir. 1990)).
Marie relies on Louzon in arguing that the district court abused its discretion by excluding
her Joseph Auto Group theory via a motion in limine. In Louzon, which involved claims for
national origin and age discrimination, the district court granted a motion in limine excluding
evidence relating to the plaintiff’s proffered comparators on the ground that there were material

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differences between the plaintiff and each comparator. 718 F.3d at 560. We reversed, concluding
that the district court’s determination that the plaintiff’s comparator evidence was insufficient as a
matter of law “requires a summary-judgment analysis,” rather than an analysis of the admissibility
of evidence at trial. Id. at 562.
In so holding, we reasoned that resolving non-evidentiary matters, including factual
disputes, through motions in limine “not only allows those dissatisfied with the court’s initial ruling
a chance to relitigate, but also deprives their opponents of the procedural protections that attach at
summary judgment.” Id. at 561. Those protections include notice that the court will “undertak[e]
a summary judgment analysis, an opportunity to demonstrate that genuine disputes of material fact
exist, and the assurance that the court will not resolve factual disputes.” ATSCO Holding Corp. v.
Air Tool Serv. Co., 799 F. App’x 310, 312 (6th Cir. 2019).
Marie argues that because the district court resolved a non-evidentiary issue through an
order on Ron’s motion in limine, a similar result should obtain here. We agree that, as in Louzon,
the motion in limine here “does not require any rulings relating to the admissibility of evidence at
trial.” 718 F.3d at 562. In their motion, Ron and Ron’s Sons argued that “Plaintiff’s Joseph Auto
Group theory is not a legally cognizable claim and is factually unsupported.” R.152, PID 11044.
In resolving Ron and Ron’s Sons’ motion in limine, the district court “agree[d]” that the Joseph
Auto Group theory “is not legally cognizable.” R.186, PID 11926. That proffered explanation
appears to have been a legal ruling that should have been addressed on a motion for summary
judgment.
Nevertheless, we find no reversible error. As an initial matter, apart from the procedural
error of deciding a dispositive question of law on a motion in limine, Marie does not argue that the
district court relied on an erroneous finding of fact, that it improperly applied the law, or that it

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applied an erroneous legal standard. See Gunter, 551 F.3d at 483. Instead, Marie’s appeal appears
to present a mere “procedural challenge” to the district court’s ruling without any accompanying
showing of prejudice. Petty v. Metro. Gov’t of Nashville & Davidson Cnty., 687 F.3d 710, 721
(6th Cir. 2012) (rejecting procedural challenge to orders on motions in limine that improperly
resolved non-evidentiary matters where challenging party failed to demonstrate prejudice).
Here, Marie had the benefit of presenting evidence regarding her Joseph Auto Group theory
in her motion for partial summary judgment. Ron and Ron’s Sons opposed this motion, and the
district court thereafter denied the motion in full. Although Ron filed his motion in limine before
the court ruled on Marie’s summary-judgment motion, the district court first denied Marie’s
summary-judgment motion before granting Ron’s motion in limine. Thus, the concerns that
normally caution against disposing of non-evidentiary issues through orders on motions in
limine—absence of notice that a summary-judgment analysis will be applied, absence of an
opportunity to demonstrate the existence of genuine issues of material fact, and absence of the
court’s assurance that it will not resolve factual disputes—were not present in this case. See Petty,
687 F.3d at 721 (affirming grant of motion in limine and observing that “[t]he record suggests that
Metro understood that Petty’s motion in limine might dispose of its affirmative defenses, and
Metro fails to argue that it lacked an opportunity to present evidence in response.”).
This case is thus distinguishable from Louzon and the decisions on which it relies. In most
of those cases, the parties did not conduct summary-judgment briefing on the matter that was
ultimately excluded by the trial court’s in limine ruling.9 See, e.g., Meyer Intell. Props. Ltd. v.
9 Although Louzon is more factually similar to this case in that the parties had previously litigated a motion for
summary judgment on the same issue that was the subject of the subsequent motion in limine, it is likewise
distinguishable. There, after the district court denied the defendant’s motion for summary judgment, the case was
transferred to a different judge. 718 F.3d at 560. The defendant thereafter filed a motion in limine seeking to exclude
the evidence regarding the plaintiff’s comparators. Id. We concluded that the defendant’s motion in limine was “an

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Bodum, Inc., 690 F.3d 1354, 1378 (Fed. Cir. 2012) (“We agree with Bodum that the district court
essentially converted Meyer’s motion in limine into a motion for summary judgment. In doing so,
the court did not allow for full development of the evidence and deprived Bodum of an opportunity
to present all pertinent material to defend against the dismissal of its inequitable conduct
defense.”); Bradley, 913 F.2d at 1069 (“The district court entered summary judgment against
Bradley following a hearing on motions in limine rather than in the context of ruling on a motion
for summary judgment. In fact, defendants did not move for summary judgment.”); Mid-Am.
Tablewares, Inc. v. Mogi Trading Co., Ltd., 100 F.3d 1353, 1363 (7th Cir. 1996) (where no
summary-judgment briefing had occurred, affirming denial of motion in limine and holding that
defendant’s argument that plaintiff could prove lost profits with reasonable certainty was argument
that went to sufficiency of the evidence that was more properly raised in motion for summary
judgment or for judgment as a matter of law).
In any event, we have rejected procedural challenges to orders on motions in limine that
improperly resolved non-evidentiary matters when the district court’s ruling was “substantively
correct.” Louzon, 718 F.3d at 563 n.3 (citing Petty, 687 F.3d at 721). In Petty, we affirmed the
district court’s in limine ruling resolving non-evidentiary matters, stating that under either the
abuse-of-discretion standard applicable to motions in limine or the de novo standard of review
applicable to summary-judgment motions, the district court’s ruling was correct. See Petty, 687
F.3d at 721. In its order granting Ron’s motion in limine, the district court referred to its order
denying Marie’s partial motion for summary judgment and reiterated that Marie could point to no
authority permitting the court to simply declare that the Joseph Auto Group “exists.” Although
attempt to relitigate whether [a comparator] was similarly situated to Louzon.” Id. at 566. Here, by contrast, Ron was
successful in defeating Marie’s partial motion for summary judgment, so there was no loss to relitigate.

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Marie argues that she is not “seeking a declaration for the creation of a new entity,” Reply Br. at
22, that is in fact what she sought in her summary-judgment briefing. See R.120, PID 7898 (“Marie
is therefore entitled to summary judgment that Joseph Auto Group does, in fact, exist.”). The same
is true of the district court’s finding that Marie’s Joseph Auto Group theory was an attempt to bring
back into the case corporate opportunities that had been excluded as time-barred.
Because the district court’s holding that it could not afford Marie the relief she seeks was
correct under both the abuse-of-discretion and de novo standards, we affirm the district court’s in
limine ruling.
Accordingly, because Marie has failed to show prejudice, and because the district court’s
ruling was substantively correct, we reject Marie’s challenge to the grant of Ron and Ron’s Sons’
motion in limine.
VII.
For the reasons set forth above, we AFFIRM.

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