The Ohio Court of Appeals recently issued a ruling in a significant breach-of-contract case involving Vandercar, LLC and the Port of Greater Cincinnati Development Authority. The court's decision, filed on July 17, 2026, affects both parties and clarifies the legal standards surrounding bad faith in contract disputes.
Vandercar, a real estate development company, purchased the Millennium Hotel property in downtown Cincinnati. This case arose from a dispute over the terms of an assignment agreement between Vandercar and the Port. The disagreement centered on the Port's refusal to pay a $5 million Redevelopment Fee that Vandercar claimed was due under their contract.
The dispute escalated after Vandercar accused the Port of acting in bad faith by adopting resolutions that aimed to avoid paying the Redevelopment Fee. In a previous ruling, the court had already determined that the Port breached the contract. The current appeal involved Vandercar's request for attorneys' fees and the Port's challenge to a trial court's decision granting Vandercar relief from a prior judgment.
The parties involved in this case are Vandercar, LLC, the plaintiff, and the Port of Greater Cincinnati Development Authority, the defendant. The case reached the Ohio Court of Appeals after a series of legal battles in the Hamilton County Court of Common Pleas. Initially, Vandercar filed a complaint alleging breach of contract and bad faith after the Port failed to pay the Redevelopment Fee. The trial court ruled in favor of Vandercar on the breach of contract claim but dismissed the bad faith claim.
In a prior decision, known as Vandercar I, the Ohio Court of Appeals affirmed the trial court's ruling on the breach of contract but reversed the dismissal of the bad faith claim. The court remanded the case for further proceedings to determine whether the Port had acted in bad faith and whether Vandercar was entitled to attorneys' fees. After the remand, the case was assigned to a different judge, who denied Vandercar's request for attorneys' fees, leading to the current appeal.
In the latest ruling, the Ohio Court of Appeals upheld the trial court's decision in appeal C-250025, which denied Vandercar's motion for attorneys' fees. However, the court reversed the trial court's decision in appeal C-250422, which had granted Vandercar's Civ.R. 60(B) motion for relief from judgment. The court stated, "The Port's actions fell under the safe harbors within Civ.R. 37(C)(3)(a) and (C)(3)(c)," indicating that the Port had reasonable grounds for its actions.
The ruling emphasized the importance of demonstrating bad faith in order to recover attorneys' fees in breach-of-contract cases. The court noted that bad faith is generally associated with dishonest purpose or intent to deceive. It concluded that the Port's conduct did not rise to the level of bad faith necessary to warrant an award of attorneys' fees.
This ruling has significant implications for both Vandercar and the Port of Greater Cincinnati Development Authority. It clarifies the standards for proving bad faith in contract disputes and highlights the challenges that parties face when seeking to recover attorneys' fees. The court's decision reinforces the principle that parties typically bear their own legal costs unless exceptional circumstances exist.
The ruling may also influence future contract disputes in Ohio, particularly those involving public authorities and private developers. By establishing clearer guidelines on what constitutes bad faith, the court has provided a framework that could affect how similar cases are litigated in the future.
As for what comes next, it is unclear whether Vandercar will seek to appeal the court's decision further. The court's ruling effectively closes this chapter of the dispute, but it leaves open the possibility of future legal battles over the interpretation of the contract and the actions of the Port. Details were not available in the court filing about any related cases pending.