COURT OF APPEALS OF OHIO, EIGHTH DISTRICT COUNTY OF CUYAHOGA NO. 59801, 60709 : B & W CUSTOM CABINETS, INC., : ET AL. : : JOURNAL ENTRY Plaintiffs-Appellants : : and -vs- : : OPINION : ROBERT L. WORTHINGTON, ET AL. : : Defendant-Appellee : : DATE OF ANNOUNCEMENT APRIL 23, 1992 OF DECISION: CHARACTER OF PROCEEDING: Civil appeal from Common Pleas Court Case No. 169801 JUDGMENT: Affirmed in part, Reversed in part. DATE OF JOURNALIZATION: __________________________ APPEARANCES: FOR PLAINTIFFS-APPELLANTS: STEVEN L. HOWLAND 1414 Diamond Building 1100 Superior Avenue Cleveland, Ohio 44114-2590 FOR DEFENDANT-APPELLEE, DEBRA G. SIMMS ROBERT WORTHINGTON: 20133 Farnsleigh Road Shaker Hts., Ohio 44122 FOR DEFENDANT-APPELLEE, LEE OLIVER VADIA GARRETT: 3921 Mayfield Road, Suite 3 Cleveland Hts, Ohio 4421 -2- PATRICIA A. BLACKMON, J.: Plaintiffs-Appellants B & W Custom Cabinets, Inc., a closed corporation ("The Corporation"), A. Deane Buchanan ("Buchanan") and James L. Hardiman ("Hardiman") both thirty percent share- holders filed suit against Defendants-Appellees Robert L. Worthington ("Worthington"), a thirty percent shareholder and his daughter, Vadia Garrett ("Garrett") an employee of the company. Appellants' complaint alleged fraud and conversion of corporate funds. Garrett filed an answer and counterclaim for expenses and reasonable attorney fees for having to defend a frivolous lawsuit. Worthington filed an answer and counterclaim alleging Appellants Buchanan and Hardiman breached their fiduciary duty by neglect, the transfer of the Corporation's real property and by preventing him from participating in operations. He also alleged conversion of his personal property and fraudulent transfer of his real property. The trial court conducted a bench trial. At the close of Appellants' case, Garrett was granted a directed verdict as to Appellants' claims. At the close of all evidence, the trial court entered a judgment for Worthington as to Appellants' claims. On May 2, 1990, the trial court journalized findings of factual conclusion of law ("Worthington Judgment"). Judgment was entered in favor of Appellee Worthington on his counterclaim for breach of fiduciary duty against Buchanan and Hardiman in the amount of Twenty Thousand Dollars ($20,000.00) for compensatory -3- damages, plus costs and interest. The conveyance of Worthington's interest in his marital home was set aside because of the court's finding of misrepresentation in the conveyance. The conveyance of the Corporation's real property was set aside because of the court's finding that the transaction was without legal consideration. Finally, the trial court ordered Buchanan and Hardiman to return to Appellee Worthington his tools or compensate him an additional amount of Four Thousand, Five Hundred Dollars ($4,500.00) because of the court's finding of conversion. On September 24, 1990, the trial court entered judgment in favor of Garrett on her counterclaim against Buchanan and Hardiman ("Garrett Judgment"). She was awarded litigation expenses in the amount of Seven Hundred, Fifty Dollars ($750.00), lost wages for the year 1989 in the amount of Eleven Thousand, Three Hundred Dollars ($11,300.00) and attorney fees in the amount of Four Thousand, Two Hundred and Seventy-Five Dollars ($4,275.00). The sum of Sixteen Thousand, Three Hundred and Twenty-Five Dollars ($16,325.00), plus costs and interests was awarded. Appellants timely appeal the trial court's judgment, and these appeals have been consolidated for hearing and disposition. Worthington timely cross-appeals, and later voluntarily dismissed it. -4- Appellants assign ten errors on appeal, six errors with respect to the Worthington Judgment and four errors with respect to the Garrett Judgment. Three issues are raised with respect to Worthington: whether the trial court's findings that Buchanan and Hardiman advanced no sums to the Corporation, Worthington did not fraudulently conceal corporate funds and Worthington did not knowingly transfer interest in his marital home are against the manifest weight of the evidence; whether Appellants Buchanan and Worthington violated their fiduciary duty to the Corporation and Worthington; and whether Appellants Buchanan and Hardiman converted Worthington's personal property. Three issues are raised with respect to Garrett: whether the trial court's award of lost wages is against the manifest weight of the evidence; whether a shareholder may be held personally liable for wrongful acts he committed as an officer of the Corporation; whether the award of attorney fees is supported by a finding of fraud or statute. For the reasons set forth below, we affirm the judgment in favor of Worthington on Appellants' claims, affirm the Worthington judgment and reverse the Garrett judgment. Appellants presented the testimony of Buchanan, Hardiman, J. Tenner, Melvin Pye, Eric Mumford and Worthington at trial. The testimony of Buchanan, Hardiman and Pye revealed that Buchanan became friends with Worthington in 1991. Worthington, a cabinet maker, employed Buchanan as his attorney, and assisted -5- him in incorporating his business, B & W Cabinets, with Worthington as the sole shareholder in 1975. Several years later, Buchanan invested $3,000.00 in the Corporation and acquired a 20% interest in the company. In 1986, the Corporation was looking to expand its operations, take on additional investors and purchase new property. Buchanan reorganized the company with Hardiman, his law partner, and Worthington as 30% shareholders and Melvin Pye and his sister Constance Keller holding the remaining 10% of shares. Hardiman's initial investment was $15,000.00. Buchanan contributed legal fees for the reorganization in the amount of $21,130.00. $15,000.00 of those fees were applied for the purchase of his 30% shares, which left the Corporation with a balance of $6,130.00 in legal fees outstanding. Melvin Pye and Constance Keller made a contribution of $7,500.00. Melvin Pye eventually held the entire 10% as executor of his sister's estate. The reorganization was recorded in a Corporation resolution signed by all the shareholders. As a part of the reorganization, the Corporation applied for loans from Huntington Bank and the State of Ohio to acquire and relocate to the new property at 15001 Euclid (the "Corporate property"). The loan obtained from Huntington Bank was for $226,000.00, and was guaranteed by Buchanan, Hardiman, their wives and Worthington. The loan obtained from the State of Ohio was for $196,000.00 and was guaranteed by Buchanan, Hardiman and Worthington. The loan proceeds were primarily used to acquire -6- the Corporate property, but $80,000.00 was used to purchase new equipment. The shareholders were all elected directors and officers of the Corporation. Worthington was President, Hardiman was a Vice- President, Buchanan was a Vice-President and Secretary and Melvin Pye was Treasurer. The Corporation bank account required two signatures from any of the officers for writing checks. Buchanan testified that Worthington was General Manager. He indicated that general manager's responsibilities included hiring and supervising staff, production and negotiating and entering into contracts with customers. However, there was no written agreement defining Worthington's responsibilities. Buchanan's responsibilities included making himself available periodically to Worthington anytime he needed a second signature on a check. Hardiman was not involved in the day-to-day operations. Buchanan represented that he would be director of sales and take responsibility for bringing in business in order to acquire the loans, but he never assumed the position. In 1987, the Corporation found itself in financial trouble. Over the year Buchanan and Hardiman used personal funds to support the Corporation financially. Buchanan testified that in December of 1987, Huntington Bank and the State of Ohio informed him that the Corporation was behind on its loan repayment. This problem was addressed at a shareholder's meeting in January, 1988, at Buchanan and Hardiman's law offices. Buchanan -7- represented that he and Hardiman made advances of $15,000.00 each to the Corporation to make payments current on outstanding loans and to provide cash flow. A resolution of the shareholders of the Corporation reflects loans made by Buchanan and Hardiman to the Corporation, the Corporation's intention to repay the loans, space would be leased to Rucker Enterprises at the Corporation property and the rent proceeds from that lease would be applied toward repayment of the loans and made payable directly to Buchanan. Worthington and Pye were unable to make a loan to the Corporation at the time. Worthington, in lieu of making a loan to the Corporation, offered his interest in his marital home as security. A quit claim deed for Worthington's interest was executed at that meeting and witnessed and notarized by attorneys in Buchanan and Hardiman's law offices. In June of 1988, Buchanan noticed that checks written by Worthington were frequently being rejected for insufficient funds. The shareholders had several meetings to try to solve their problems. Buchanan learned that Worthington was writing checks without a co-signer. He requested that the bank not honor checks unless they had two signatures on them. On November 30, 1988 a meeting was held with Huntington Bank. The bank was supplied with a list of customers. Worthington gave assurances that the Corporation would keep its repayment obligation. The bank was also given a payment of $3,150.00. -8- Buchanan became aware that Worthington had received a deposit on a contract from Carol Tidmore for $1,719.50 that was not deposited in the Corporation's bank accounts. Buchanan went to the Corporate property on December 18, 1988. There, in the shop, he discovered three contracts on Worthington's clipboard for customers Grodin, Tenner and Youngman. Those contracts indicated customer deposits of $3,000.00, $2,000.00 and $2,000.00 had been received for the work on each of the respective contracts. Buchanan took them to his law office, made copies and returned them to the clipboard in the shop. Buchanan and Hardiman also learned that seven checks totaling $2,680.57 written to cash by Worthington had been endorsed by Garrett. A shareholder's meeting was set for December 22, 1988. Worthington was asked to produce a list of active contracts and the income received on those contracts. The list Worthington produced represented that only $708.00 had been received on those contracts. Worthington was asked if these were the only outstanding contracts and the only monies received. He gave assurances there were no more contracts or proceeds other than on the list he presented. Buchanan confronted Worthington with the Grodin, Tenner and Youngman contracts, because they did not appear on the list. Worthington had no explanation as to why he did not tell them about the contracts. He also denied receiving any money on the contracts, and denied knowing anything about them. -9- A discussion was had in the meeting about the possibility of paying the loans and closing the business to avoid foreclosure. This discussion was postponed and a December 30, 1988 meeting was scheduled to address this issue. At the December 30, 1988 meeting Buchanan, Hardiman and Pye were present, but Worthington failed to appear. It was decided that the business would be closed and Worthington would be terminated as President and an employee of the Corporation. It was also decided to terminate Vadia Garrett as an employee. A resolution was passed authorizing Buchanan and Hardiman to transfer the Corporate property to themselves in consideration of their prior advances to the Corporation and as a security for their agreement to pay the mortgage obligations. Buchanan and Hardiman represented that they had contributed substantial sums to the Corporation to pay its debts in the amounts of $74,529.79 and $48,071.71, respectively. Checks, personal records and resolutions were produced to account for these funds, but no corporate ledger was kept which would reflect these contributions. Subsequent to closing the business, the locks were changed and Worthington was denied access. Buchanan testified that he asked Worthington to provide a list of his tools, but Worthington never responded. J. Tenner's testimony reveals that he did provide a $2,000.00 deposit to Worthington. His cancelled check was endorsed by Worthington. The total contract was for $5,900.00, -10- the balance of which was never paid. He hired another company to complete the work, because of the business closing. Eric Mumford was an accountant and the Corporation's tax preparer of 10 years. His testimony revealed that the taxes reported from payroll, were sporadic and not always reported. He was employed by Worthington. Finally, Appellants presented Worthington as if on cross- examination. He admitted having a second job at a cocktail lounge. He denied being general manager of the Corporation; he indicated that he was the shop manager and was not responsible for management of the entire business himself. He denied putting money in his own account in 1986 and 1987, but admitted doing it in 1988. He also admitted not having authority to cash checks and make cash purchases on his own but explained that Buchanan was aware of his practices all along. Appellees presented the testimony of Jerold J. Smith, Garrett, Worthington and Lavell Hazzard. Mr. Smith testified that he is the President of J & J Tools and had sold tools to the Corporation, which had an outstanding bill of $2,000.00. He encouraged Buchanan to clean up and repair the tools to increase their value for resale, but admitted he knew Buchanan had no authority to resell the equipment because of the liens the State of Ohio had on the equipment. Buchanan did not clean up and repair the equipment. He also testified that he knew Worthington to be an honest man and would do business with him again. -11- Garrett testified as to her employment. She was paid an hourly wage of up to $5.75 until it was reduced to $5.00 and worked approximately 40 hours per week, until it was reduced to part-time. However, she had no written employment contract nor were there any promises made to her for continued employment. She indicated that the list of customers she provided to Worthington for the December 22, 1988 meeting was incomplete and he was not aware of it. She also testified as to her counterclaim. She paid $750.00 to her counsel in advance, but indicated that she had not received a bill. Garrett's counsel provided a bill for $4,275.00 for attorney fees as an exhibit, but it was not supported by an affidavit. The trial court requested that Appellants' stipulate to the exhibit's authenticity, but they refused. Consequently, the trial court reserved judgment and never admitted the exhibit into evidence. Worthington testified that he is a cabinet-maker. He explained that he only worked in the lounge part-time as a favor to a friend and never received pay for it. He further indicated that he agreed to his salary of $700.00 every two weeks for his work at the Corporation. Worthington paid cash for things because the Corporation had no money or he did not have access to the Corporation bank accounts. His access was limited because Buchanan and Hardiman were often unavailable to co-sign Corporation checks. -12- Because of his difficulties getting a co-signer on Corporation checks, he signed checks and used them without a co- signer. Eventually, he did not use the Corporation bank account. He used his own money and bank account for business purposes. The Youngman contract deposit was used to make the payroll. The Grodin deposit was used for the payroll and to purchase materials. The Tenner deposit was used to pay bills and purchase materials; and the Tidmore deposit was used for the payroll and to purchase materials. Worthington spent his own money on Corporation expenses, $8,418.69 of which he was never reimbursed. While he admitted that he was only guaranteed an income of $18,200.00 per year, he indicated that Buchanan promised he would make more than $30,000.00. He estimated that it is possible for him to make $60,000.00 as a cabinet-maker if he was on his own, and indicated he lost wages because he could not conduct business in 1989. Worthington testified that he viewed Buchanan as his attorney from the beginning of their relationship. He admitted that the deed transferring his interest in his marital home had his signature on it. However, he signed many things without reviewing them, because he trusted Buchanan as his attorney. He further testified that no witness or notary was present when he signed any documents for Buchanan. After the business was closed, Worthington went there and found himself locked out. He demanded his tools, but Buchanan required him to provide a list of them. He provided Buchanan -13- with a list and Buchanan refused to give him his tools unless he could produce receipts for them. Lavell Hazzard testified about his employment with the Corporation. He worked closely with Worthington and saw him pay for many things in cash. Sometimes Worthington paid him in cash and sometimes in checks, but his payment was sporadic. He testified that Worthington often used his own money to pay for supplies and gas. When the shop closed, pending jobs were incomplete and supplies were in the shop. He had worked for the Corporation for ten years and looked toward the future. However, he declined to complete pending jobs for Buchanan after Worthington was terminated. On rebuttal, Buchanan testified that he took tools home to protect them from theft. Some tools had been stolen after the business was closed and this was a precaution to avoid any further theft. He also indicated that Worthington lost a major contract because he refused to do some work over after the client complained. Van Lowry testified to being present when Worthington signed the deed and note. He also notarized the documents. The trial court made findings of fact consistent with the evidence and resolved issues of credibility: In pertinent part, the trial court found no proof that Buchanan and Hardiman advanced funds to the Corporation or deposited them into the Corporation's accounts; Worthington did -14- not conceal contracts and the receipt of funds, nor did he divert corporate funds to personal use; Buchanan did not inform Worthington that he was signing a deed to his marital home and the signing was not witnessed or notarized; Buchanan and Hardiman did not provide valid consideration for transfer of the Corporate property and the transfer itself presents a conflict of interest; Buchanan neglected and mismanaged the Corporation's affairs; Buchanan and Hardiman wasted corporate assets by failing to maintain its equipment; Buchanan denied Worthington access to his tools after repeated demands. Appellants' first, second and third assignments of error with respect to Worthington state: THE TRIAL COURT'S FINDING THAT BUCHANAN AND HARDIMAN ADVANCED NO SUMS TO OR ON BEHALF OF THE CORPORATION IS AGAINST THE MANIFEST WEIGHT OF THE EVIDENCE. THE TRIAL COURT'S FAILURE TO FIND THAT APPELLEE WORTHINGTON CONCEALED, FAILED AND REFUSED TO DISCLOSE TO APPELLANTS THE EXISTENCE OF CERTAIN CONTRACTS AND THE RECEIPT OF FUNDS ON BEHALF OF B & W AND THAT APPELLEE IMPROPERLY DIVERTED CORPORATE FUNDS TO HIS PERSONAL USE IS AGAINST THE MANIFEST WEIGHT OF THE EVIDENCE, AND THE COURT'S FAILURE TO AWARD JUDGMENT IN FAVOR OF THE CORPORATION AGAINST WORTHINGTON IN THE AMOUNT OF $17,036.71 IS ERROR. THE TRIAL COURT'S FINDINGS THAT APPELLEE DID NOT KNOWINGLY AND VOLUNTARILY TRANSFER HIS INTEREST IN HIS MARITAL HOME TO THE APPELLEE AND THAT THE DEED WAS NOT WITNESSED OR NOTARIZED IN APPELLEE'S PRESENCE IS AGAINST THE MANIFEST WEIGHT OF THE EVIDENCE. An appellate court's duty to review a judgment as against the manifest weight of the evidence is guided by the presumption that the findings of the trier of fact were indeed correct. Seasons Coal Co. v. Cleveland (1984), 10 Ohio St. 3d 77. -15- The underlying rationale of giving deference to the findings of the trial court rests with the knowledge that the trial judge is best able to view witnesses and observe their demeanor, gestures and voice inflections, and use these observations in weighing the credibility of the proffered testimony. Id. at 80. Therefore, "Judgments supported by some competent, credible evidence going to all the essential elements of the case will not be reversed by a reviewing court as being against the manifest weight of the evidence." C.E. Morris Co. v. Foley Construction Co. (1978), 54 Ohio St. 2d 279. In State v. Mattison (1985), 23 Ohio App. 3d 10, this court set forth the following factors to be used as a guideline in determining whether the decision of a trial court is against the evidence: 1. The reviewing court is not required to accept as true the incredible; 2. whether the evidence is uncontradicted; 3. whether a witness was impeached; 4. what was not proved; 5. the certainty of the evidence; 6. the reliability of the evidence; 7. whether a witness; testimony is self-serving; 8. whether the evidence is vague, uncertain, conflicting or fragmentary. Id. at Syllabus A careful review of the record, sub judice, reveals that the trial court weighed credibility in favor of Worthington and against Buchanan and Hardiman. The trial court's finding that Buchanan and Hardiman advanced no sums to the Corporation was a matter of credibility. While Buchanan and Hardiman presented testimony, numerous personal checks and resolutions of the Corporation as evidence of -16- their contributions, the trial court found them unreliable. See, Mattison. In weighing the evidence, the trial court found this evidence unreliable, because of the absence of corporate bankruptcy accounts. The trial court's failure to find that Worthington concealed contracts and diverted funds is supported by the evidence. The contracts discovered by Buchanan were found on a clipboard out in the open. Garrett explained that Worthington did not produce them in a list at the December 22, 1988 meeting because the list was incomplete. Worthington's testimony reveals that the proceeds from the four contracts in question were used for payroll, purchasing materials and paying bills. The trial court's finding that Worthington did not knowingly and voluntarily transfer his interest in his marital home and the deed was not notarized or witnessed is supported by the evidence. While Appellants presented contrary testimony, the trial court resolved the conflict in favor of Worthington. He testified that he did not know he was executing a deed and when he did, no one was present to witness or notarize it. Accordingly, Appellants' first, second and third assignments of error from the Worthington judgment are not well taken. Appellants' fourth and fifth assignments of error from the Worthington Judgment state: THE TRIAL COURT ERRED WHEN IT FOUND THAT HARDIMAN AND BUCHANAN VIOLATED A FIDUCIARY DUTY TO APPELLEE, AND WHEN IT AWARDED $20,000.00 TO HIM AS DAMAGES. -17- THE TRIAL COURT'S FINDING THAT BUCHANAN AND HARDIMAN VIOLATED THEIR FIDUCIARY DUTY IS ERROR AND AGAINST THE MANIFEST WEIGHT OF THE EVIDENCE. In Crosby v. Beam (1989), 47 Ohio St. 3d 105, the Ohio Supreme Court established that where majority shareholders in a close Corporation breach their duty to minority shareholders and injure them "in a way that is separate and distinct from an injury to the Corporation, then the complaining [minority] shareholder has a direct action." Id. at 107. In the direct action damages would accrue directly to the injured minority shareholder. Id. at 109. Majority shareholders may breach their fiduciary duty by promoting their personal interests at the expense of corporate interests or by removing a minority shareholder from the payroll of a close Corporation, which had never paid a dividend, without a legitimate business purpose for the removal. Id. at 109. In the instant case, there is sufficient evidence to support the trial court's finding that Buchanan and Hardiman breached their fiduciary duty to Worthington which resulted in damages in excess of $20,000.00. See, C.E. Morris Co. Worthington's injury is unique, because the Corporation is not an investment for him; it was his life's work which he started as a sole proprietorship. Unlike Buchanan and Hardiman, he was also an employee of the Corporation and depended completely on the Corporation for his livelihood. Therefore, it was appropriate for Worthington to file a direct action. -18- The evidence that Worthington was locked out of the Corporation, denied access to his tools, dismissed as president and manager of the Corporation and contributed personal funds to the Corporation support a finding of damages of more than $20,000.00. Furthermore, the failure of Buchanan and Hardiman to endorse checks and otherwise participate in day-to-day corporate affairs supports the trial court's finding of breach of fiduciary duty. Worthington's dismissal and the failure to maintain equipment thereafter also support this finding. Finally, the transfer of corporate property to Buchanan and Hardiman without legal consideration supports the finding of breach of fiduciary duty. This Appellants' fourth and fifth assignments of error from the Worthington judgment are not well taken. Appellants' sixth assignment of error from the Worthington judgment states: THE TRIAL COURT ERRED WHEN IT ORDERED APPELLANTS TO DELIVER TO APPELLEE HIS TOOLS OR, ALTERNATELY, TO PAY APPELLEE DAMAGES IN THE AMOUNT OF $4,500.00 Conversion is the wrongful exercise of dominion or control over the property of another in denial of or inconsistent with his rights. E.g. Ohio Tel. Equip. & Sales, Inc. v. Hadler Realty Co. (1985), 24 Ohio App. 3d 91. In the instant case, Worthington's testimony that he used his personal tools at the Corporation, was locked out and denied -19- use of those tools is sufficient evidence to support a finding of conversion. Worthington had constructive possession of his personal tools as president and manager of the Corporation. He also testified that he made a demand for his tools after he was locked out and provided Buchanan with a list of them. Consequently, conversion was achieved by locking Worthington out, not by Buchanan taking tools home. A damage award for conversion requires competent credible evidence of the fair market value of the tools at the time of conversion. See, Franklin v. Stokar, dba All Rite Used Auto Sales (Nov. 22, 1989), Cuyahoga App. No. 57145, unreported. Fair market value is the value the article would bring if it were sold in the open market at the time of conversion. Bishop v. East Ohio Gas Co. (1944), 143 Ohio St. 541. An owner's opinion of the value of his property is not dispositive of the fair market value. Id. However, the replacement value of property can represent the fair market value of that property provided the replacement value represents used property in the same condition and not new property. Accord, Burfitt v. Stewart (Sept. 28, 1989), Cuyahoga App. No. 55530, 55531, unreported. In the instant case, there is nothing in the record to suggest that Worthington's assessment of a replacement value of $5,000.00 represents anything other than the fair market value of his tools. -20- Therefore, we presume that the finding of the trier of fact that the tools were worth between $4,000.00 and $5,000.00 was correct. See, Seasons Coal Co. However, if all of the converted tools are not returned, the trial court must conduct a trial on the issue which tools were not returned and damages to determine the fair market value of the tools which are not returned. Compare, Silverberg v. Thomas, Mckinnon Securities, Inc. (Feb. 14, 1985), Cuyahoga App. No. 48545, unreported, with Burfitt v. Stewart. Accordingly, Appellants' sixth assignment of error from the Worthington judgment is not well taken. Appellants' seventh and final assignment of error from the Worthington judgment states: THE COURT'S RULINGS THAT THERE WAS NOT ADEQUATE CONSIDERATION NECESSARY TO SUPPORT THE CONVEYANCE OF THE CORPORATE REAL PROPERTY AND THAT THE ACTIONS OF THE BOARD OF DIRECTORS OF B & W AUTHORIZING AND APPROVING THE TRANSFER OF REAL PROPERTY TO HARDIMAN AND BUCHANAN WERE INVALID ARE ERROR. "Want of consideration is the total lack of valid consideration for the contract." Action Sanitation v. Keg & Quarter (Oct. 3, 1985), Cuyahoga App. No. 49463, unreported at 3. (Citations omitted.) Appellants argued that there was consideration because the quit claim deed was in satisfaction of the Corporation's debt for Buchanan's of the Corporation's debt for buchanan's and -21- Hardiman's prior advances and their agreement to pay the mortgage obligations. We disagree. A quit claim deed can be adequate consideration for satisfaction of a debt, but there was no debt to Buchanan and Hardiman in the instant case. Their prior advances may not be used as debt, because the trial court found they advanced no sums. Furthermore, promises to pay the Corporation's mortgage obligations is not adequate consideration where the promisor has already made that same promise in obtaining the original loan. See, Spicer v. James (1985), 21 Ohio App. 3d 222. Consequently, the quit claim deed was properly set aside for want of consideration and this assignment of error is not well taken. Appellants' first assignment of error from the Garrett judgment states: THE TERMINATION OF GARRETT AS AN EMPLOYEE WAS A VALID EXERCISE OF AUTHORITY OF THE BOARD OF DIRECTORS OF THE CORPORATION TO TERMINATE AN AT-WILL EMPLOYEE. THE TRIAL DEFENDANT GARRETT AS AND FOR LOST WAGES FOR THE YEAR 1989, IS AGAINST THE MANIFEST WEIGHT OF THE EVIDENCE AND IS CONTRARY TO LAW AND SHOULD BE REVERSED. In Ohio, the accepted rule is that an employment agreement which has no specific term of duration is an at-will employment relationship and either party can terminate the relationship for no reason or any reason which is not contrary to law. Mers v. Dispatch Printing Co. (1985), 19 Ohio St. 3d 100; Henkel v. Educ. Research Council (1976), 45 Ohio St. 2d 249. -22- In the instant case, there is nothing in the record that would suggest that Garrett was anything other than an at-will employee. Thus, there is no evidence to support a wrongful discharge claim and no basis for an award of lost wages. Appellants' first assignment of error from the Garrett judgment is well taken. Appellants' second assignment of error from the Garrett judgment states: THE COURT ERRED WHEN IT AWARDED DAMAGES AGAINST A SHAREHOLDER FOR THE ALLEGED OBLIGATION OF THE CORPORATION. While disposition of Appellants' first assignment of error from the Garrett judgment renders this one moot, we address it under our obligation pursuant to App. R. 12(A). Buchanan and Hardiman were not only shareholders, but officers of the Corporation as well. Arguably, a corporate officer who commits a tort while in the performance of his duties may be individually liable for the wrongful act. Shaffer v. Frontrunner, Inc. (1990), 57 Ohio App. 3d 18. But see, Dawson v. Lamson & Sessions Co. (Aug. 15, 1991), Cuyahoga App. No. 58997, unreported. (Held cause of action for tortious interference will not lie against a person acting in the scope of their duties.) Nonetheless, there was no wrongful act in the instant case that could be the basis for a claim against Buchanan and Hardiman as shareholders or officers of the Corporation. An at-will -23- employee may be discharged at any time for any or no reason. See, Mers. Accordingly, Appellants' second assignment of error from Garrett judgment is well taken. Appellants' third and fourth assignment of errors from the Garrett judgment state: THE TRIAL COURT'S AWARD OF $4,275.00 TO APPELLEES FOR ATTORNEY'S FEES FOR COMPENSATORY DAMAGES IS CONTRARY TO LAW AND, AS SUCH, IS ERROR AND SHOULD BE REVERSED. THE AWARD OF $750.00 FOR DEFENDANTS' EXPENSES IN LITIGATING IS IMPROPER AND IS ERROR WHERE THE AMOUNT REPRESENTS THE PARTY'S ATTORNEY'S FEES AND THERE IS NO SEPARATE EVIDENCE OF OTHER COSTS. A prevailing party is not entitled to attorney fees absent a statutory provision allowing them as costs or a finding that the party against whom fees are taxed acted in bad faith. State, ex rel. Crockett v. Robinson (1981), 67 Ohio St. 2d 363, 369. In the instant case, the trial court's award of $4,275.00 represented attorney fees and the award of $750.00 represented a sum Garrett paid to her attorney. Neither award is supported by statute or a finding of bad faith. Furthermore, the award of $4,275.00 submitted by Garrett's counsel was never admitted into evidence. Therefore, the award of attorney fees has no merit and these assignments of error are well taken. Judgment for Worthington in Case No. 59801 is affirmed. Judgment for Garrett in Case No. 60709 is reversed. -24- This cause is affirmed in part, and reversed in part. It is ordered that Appellee and Appellant share the costs herein taxed. The Court finds there were reasonable grounds for this appeal. It is ordered that a special mandate issue out of this Court directing the Common Pleas Court to carry this judgment into execution. A certified copy of this entry shall constitute the mandate pursuant to Rule 27 of the Rules of Appellate Procedure. Exceptions. JOHN F. CORRIGAN, P.J., and HARPER, J., CONCUR. PATRICIA A. BLACKMON JUDGE N.B. This entry is made pursuant to the third sentence of Rule 22(D), Ohio Rules of Appellate Procedure. This is an announcement of decision (see Rule 26). Ten (10) days from the date hereof this document will be stamped to indicate journalization, at which time it will become the judgment and order of the court and time period for review will begin to run. .