The Ohio Court of Appeals has reversed a lower court ruling in the case of DSWDWK, L.L.C. v. Airgas USA, L.L.C., affecting how commercial contracts are interpreted in relation to tort claims. The court's decision, filed on August 12, 2026, impacts businesses engaged in similar contractual relationships.
This case arose from a dispute between DSWDWK, L.L.C. (referred to as Impact), a beverage bottler, and Airgas USA, L.L.C., a gas supply company. The court's ruling is significant as it clarifies the boundaries between contract law and tort claims in Ohio, particularly regarding the economic loss rule.
Impact and Airgas entered into a contract in 2016, where Airgas agreed to supply gas exclusively to Impact for carbonating beverages. The contract also included a provision for renting a gas storage tank. For several years, the relationship was smooth, but issues arose when Impact needed more gas than initially agreed upon, leading to a breakdown in their business relationship.
When Impact stopped paying for gas due to alleged supply issues, Airgas repossessed the storage tank, claiming it was necessary due to non-payment. This action led Impact to file a lawsuit against Airgas for conversion, trespass to chattels, and tortious interference with a contract with its largest client, Carbliss. Airgas counterclaimed for breach of contract.
The trial court ruled in favor of Impact on its tort claims and against Airgas on its counterclaim. However, Airgas appealed, arguing that the trial court should have granted summary judgment in its favor based on the economic loss rule, which prevents parties from pursuing tort claims for economic losses that arise from a contractual relationship.
The Ohio Court of Appeals, led by Judge Kinsley, agreed with Airgas, stating, "The trial court erred in denying Airgas’s motion for summary judgment on these claims." The court emphasized that Impact's claims were fundamentally rooted in the contractual relationship established by the Product Sales Agreement (PSA) and thus should be treated as contract claims rather than tort claims.
The court pointed out that the economic loss rule applies when the damages claimed arise from a breach of contract and do not involve an independent legal duty. The court stated, "Impact’s conversion and trespass to chattels claims rely on no duty outside of Airgas’s contractual one. They are accordingly barred by the economic loss rule." This ruling clarifies that tort claims cannot be used to sidestep contractual obligations.
Additionally, the court found that Airgas had not only fulfilled its obligations under the contract but also had a right to repossess the tank under the terms of the PSA. The ruling reversed the trial court's decision and remanded the case for further proceedings, specifically for the computation of damages.
This ruling is significant for businesses in Ohio and beyond, as it reinforces the importance of adhering to contractual agreements and clarifies the limitations of tort claims in commercial disputes. The decision may influence how businesses draft contracts and handle disputes in the future.
Looking ahead, the case could potentially be appealed to the Ohio Supreme Court, depending on the next steps taken by Impact or Airgas. There are no related cases pending that directly connect to this ruling, but the implications of this case may resonate in future contract disputes.