[Cite as Stepp v. Starrett, 2020-Ohio-3814.]


                              IN THE COURT OF APPEALS OF OHIO
                                 FOURTH APPELLATE DISTRICT
                                       VINTON COUNTY

Shawn E. Stepp, II,                               :    Case No. 19CA718

        Plaintiff-Appellant,                      :

v.                                                :    DECISION AND
                                                       JUDGMENT ENTRY
Michele Starrett, et al.,                         :

                                                  :    RELEASED 7/14/2020
        Defendants-Appellees.
                                                  :


                                               APPEARANCES:

Sky Pettey, Lavelle and Associates, Athens, Ohio for Appellant.

Stephen C. Rodeheffer, Portsmouth, Ohio for Appellees.


Hess, J.
        {¶1}        Shawn E. Stepp, II appeals the trial court’s order dismissing his claims

against Michele Starrett, individually and in her capacity as the trustee for the Lawrence

G. Daft Revocable Living Trust Agreement; the Lawrence G. Daft Revocable Living Trust

Agreement; and Daft Farms Family Limited Partnership. Stepp sought an accounting and

alleged breaches of the limited partnership agreement and breaches of the fiduciary

duties of loyalty and care. The trial court granted appellees’ motion for summary judgment

on the ground that Stepp lacked standing, dismissed Stepp’s amended complaint, and

assessed costs against Stepp. Stepp appealed, but we dismissed the appeal for lack of

a final appealable order. See Stepp v. Starrett, 4th Dist. Vinton No. 18CA714, 2019-Ohio-

4707. The action involved multiple claims and parties and the counterclaim of Daft Farms
Vinton App. No. 19CA718                                                             2


Family Limited Partnership (“Daft Farms”) against Stepp remained pending. The

judgment entry appealed failed to include a determination that “there is no just reason for

delay” as required by Civ.R. 54(B).

       {¶2}   The trial court subsequently entered a judgment entry that included a

determination that there is no just reason for delay and Stepp appealed.

       {¶3}   We find that the trial court erred as a matter of law in granting the appellees

summary judgment. There are genuine issues concerning whether Starrett was a general

partner in Daft Farms. The evidence in the record, when construed most favorably to

Stepp, indicates that Starrett was never a general partner. Likewise, there are genuine

issues concerning Stepp’s limited partnership interest as the evidence indicates that

Stepp received limited partnership interests in Daft Farms in 2005 and 2006. Reasonable

minds can come to several conclusions concerning the relevant documents. Appellees

are not entitled to summary judgment in their favor. The trial court erred in dismissing

Stepp’s amended complaint.

                    I.     FACTS AND PROCEDURAL BACKGROUND

       {¶4}   This case involves a family farm dispute. Lawrence Daft was the father of

Starrett and grandfather of Stepp. Starrett is Stepp’s mother. This dispute is between

mother, Starrett, and son, Stepp. In 2002 Lawrence Daft and Starrett created a family

farm limited partnership called Daft Farms. At Daft Farm’s inception, Lawrence Daft was

the sole general partner holding 100 general partner units (100% of the units) and the

majority limited partner with 899 limited partner units. Starrett was a limited partner with

1 limited partner unit. In 2005 and 2006 Lawrence Daft assigned a total of 75 limited

partner units to Stepp and declared that Stepp was a limited partner in Daft Farms. These
Vinton App. No. 19CA718                                                              3


assignments are disputed by the appellees as they claim that the assignments were

ineffective. In 2010 Lawrence Daft assigned all of his general partner units to the

Lawrence G. Daft Revocable Living Trust Agreement (“Trust”), making the Trust the

general partner. In 2014, Lawrence Daft died and Starrett became the trustee of the Trust.

       {¶5}   In April 2016, Stepp filed an action against Starrett in her individual capacity

and in her capacity as the sole general partner of Daft Farms asserting claims for an

accounting, breach of limited partnership agreement, and breach of fiduciary duties. In

response Starrett filed a motion to dismiss the complaint or, in the alternative, join

necessary parties. In the motion Starrett argued that she was not the general partner of

Daft Farms, she was a limited partner. She alleged that Daft Farms was created in 2002

and that the sole general partner was Lawrence Daft from 2002 until 2010, when he

transferred 100% ownership of his general partnership to the Trust. Starrett attached a

written document to her motion which Lawrence Daft signed stating that in September

2010 he “assigned or transferred” 100% ownership of the general partnership units (100

units) in Daft Farms to the Trust. Starrett argued that because she is not a general partner

in Daft Farms, Stepp’s claims against her in that capacity should be dismissed. She

argued that Lawrence G. Daft’s Estate (Daft was deceased), would be the necessary

party for claims against the general partner from 2002 to 2010 and the Trust was a

necessary party for claims against the general partner after 2010. Starrett also argued

that Daft Farms was an indispensable party.

       {¶6}   In March 2017, Stepp filed a motion for leave to amend his complaint and a

response to Starrett’s motion to dismiss/joinder. In his motion, Stepp contended that he

was unaware that Starrett was merely acting as general partner of Daft Farm by virtue of
Vinton App. No. 19CA718                                                             4


being trustee of the Trust. Stepp agreed that the Trust should be joined but that he was

not asserting any claims against the Lawrence G. Daft Estate and would not add the

Estate as a party. The trial court granted leave and Stepp filed his first amended complaint

naming Starrett individually, Starrett as trustee of the Trust, the Trust, and Daft Farms.

He made no other substantive changes to his allegations.

       {¶7}   The defendants filed answers. Starrett filed a separate answer in her

individual capacity and denied that she was a general partner of Daft Farms or that she

ever received compensation as a general partner: “Defendant [Starrett] denies the

allegations set forth in paragraph eighteen (18) of Plaintiff’s Amended Complaint insofar

as they allege that she is the General Partner of Daft Farms. * * * Defendant [Starrett]

denies the allegations set forth in Plaintiff’s Amended Complaint paragraph thirty-six (36)

to the extent that it alleges that she is the General Partner of Daft Farms. Defendant

further denies paragraph thirty-six * * * to the extent that it alleges that she receives any

compensation as General Partner of Daft Farms.” Starrett admitted that she was the

trustee of the Trust and the Trust was the general partner of Daft Farms.

       {¶8}   Previously, in her motion to dismiss, Starrett submitted a 2010 Resolution

in which Lawrence Daft stated that he owned 100% of the general partner units in Daft

Farms and he assigned and transferred his general partnership units to the Trust. Oddly,

in the separate answer filed by the Trust, Daft Farms, and Starrett as trustee, these

defendants stated they were without knowledge as to whether the Trust was the general

partner of Daft Farms. Inexplicably, this denial was made even though (1) Starrett, in her

individual capacity, admitted that the Trust was the general partner of Daft Farms and (2)

the defendants’ answer was captioned, “Answer of Defendants Michele Starrett, in her
Vinton App. No. 19CA718                                                             5


capacity as the Trustee for the Lawrence G. Daft Revocable Living Trust Agreement

which is the General Partner of the Daft Farms Family Limited Partnership, The Lawrence

G. Daft Revocable Living Trust Agreement, and Daft Farm Family Limited Partnership.”

(Emphasis added.)

       {¶9}   Daft Farms filed a counterclaim against Stepp in which it alleged that Stepp

damaged a cabin on farm property and wrongfully removed tools. It sought an $8,000

judgment against him. Stepp denied the allegations of wrongdoing.

       {¶10} After the parties conducted some discovery, Starrett, in both her individual

and trustee capacities, filed a second motion to dismiss for failure to join necessary

parties, or alternatively to join necessary parties. Starrett contended that the Lawrence G.

Daft Estate and Daft Farms were necessary parties and needed to be joined to the

lawsuit. She argued that Daft Farms was not an existing party to the proceedings, even

though the first amended complaint included Daft Farms as a defendant and Daft Farms

had previously filed a counterclaim against Stepp.

       {¶11} In her second motion to dismiss, Starrett claimed to reserve the right to

challenge the existence of Daft Farms and any interests the partners hold. She contended

that she had reason to believe that certain transfers of ownership interest in Daft Farms

were not valid and “thus, Plaintiff [Stepp] may not be a Limited Partner of Daft Farms * *

* and nothing in this Motion shall be construed as an admission that Plaintiff is a limited

partner.” Starrett contended that Lawrence G. Daft created Daft Farms on June 20, 2002

and assigned himself 100% of the general partnership units (100 units). “Prior to

September 20, 2010, Lawrence G. Daft was the sole General Partner of Daft Farms.”

She further represented that she has only served as trustee of the Trust upon Lawrence
Vinton App. No. 19CA718                                                             6


Daft’s death in 2014 and upon Daft’s death the Trust became the general partner of Daft

Farms. She argued that Stepp’s claims were for breaches dating back to 2002 and

therefore the Lawrence G. Daft Estate should be joined. “Attributing any liability to Michele

Starrett, prior to 2014, when she became Trustee of the Trust, as Plaintiff seeks to do,

would be improper.”

       {¶12} Stepp opposed the motion on the ground that he was not asserting claims

against the Estate and Daft Farms was already a party. The trial court did not issue a

ruling on the motion.

       {¶13} Next, Starrett in her capacity as trustee, the Trust, and Daft Farms filed a

motion for summary judgment in which these defendants argued that Stepp had no

ownership interest in Daft Farms. Starrett claimed that she became trustee of the Trust

and the Trust became the general partner of Daft Farms in 2014 when Lawrence Daft

died. The defendants attached to their summary judgment motion a copy of the Limited

Partnership Agreement of Daft Farms dated June 20, 2002, which identified Lawrence

Daft as the sole general partner and Lawrence Daft and Starrett as limited partners. The

section of the Limited Partnership Agreement that identified the capital contributions

made by the general partner and the two limited partners listed Lawrence Daft as

contributing 99.9% and Starrett .1% of the initial capital contribution. The Limited

Partnership Agreement provided the method by which limited partnership interests may

be transferred or assigned. The Limited Partnership Agreement was signed by Lawrence

G. Daft as “General Partners” [sic] and by Lawrence G. Daft and Michele Starrett as

“Limited Partners.”
Vinton App. No. 19CA718                                                                            7


        {¶14} The defendants also attached an Assignment and Gift of Partnership and

an Amended Assignment and Gift of Partnership, both also dated June 20, 2002. The

Amended Assignment and Gift of Partnership was made to correct typographical errors

in the number of limited partnership units held by Starrett and Lawrence G Daft from 10

and 89 respectively, to 1 and 899. The Amended Assignment and Gift of Partnership

states that Lawrence G. Daft owns 100 units as general partner and 899 units as a limited

partner and Michele Starrett owns 1 unit as a limited partner.1 For sake of simplicity, we

will refer to the 2002 Assignment and Amended Assignment as the “2002 Assignment.”

The defendants argued that the effect of the 2002 Assignment was “to make Mr. Daft and

Ms. Starrett co-owners of both the outstanding general and limited partnership units” and

“a recognition that Michele Starrett was from this date [June 20, 2002] forward a general

partner” of Daft Farms.2 (Emphasis added.) Starrett also attached the Certificate of Ohio

Limited Partnership filed with the Secretary of State, which listed both Lawrence Daft and

Michele Starrett as general partners. This filing did not identify limited partners and was

“Executed by the General Partner” Lawrence Daft. Lawrence Daft was appointed as the

statutory agent for Daft Farms. The statutory agent appointment identified Lawrence Daft

and Michele Starrett generically as “partners” and did not specify either as “general” or

“limited.”



1 The Amended Assignment and Gift of Partnership appears to include an additional typographical error as
it refers to 100 general partnership units and 1000 limited partnership units, though the total limited
partnership units in 2002 would be 900, and the total combined general and limited partnership units would
be 1000. However, because at some point between 2002 and 2005 an additional 100 limited partnership
units presumably were issued to Lawrence Daft, the reference to “1000 limited partnership units” could
indicate that the Amended Assignment was actually created in 2005, with the intent that the typographical
correction to Starrett’s and Daft’s limited partnership units would be retroactively effective June 20, 2002.
2 Starrett has consistently denied ever being a general partner in Daft Farms. Her counsel argued this

repeatedly in both of her motions to dismiss. And in her Answer, Starrett denied being a general partner in
Daft Farms or ever receiving any compensation as such.
Vinton App. No. 19CA718                                                                           8


        {¶15} The defendants argued that the fact that Starrett’s name was listed as a

“general partner” in the Certificate of Ohio Limited Partnership shows that Lawrence Daft

intended to gift his general and limited partnership units in Daft Farms to Starrett in June

2002, when Daft Farms was created.

        {¶16} The defendants also submitted two additional Assignment and Gift of

Partnership Interest documents with their summary judgment motion. In the first

Assignment, made in December 2005, approximately two and one-half years after Daft

Farms was created, Lawrence Daft states that he owns 100 general partnership units and

999 limited partnership units in Daft Farms, which reflects an additional 100 limited

partnership units more than he held in 2002. It stated that he desires to assign 75 of those

additional 100 limited partnership units as follows: 25 units to his daughter, Michele

Starrett and 25 units each to his two grandsons, Christian Starrett3 and Shawn Stepp. In

the second Assignment, made in December 2006, Lawrence Daft states that he owns

100 general partnership units and 924 limited partnership units.4 Again, this 2006

Assignment contains a typographical error as Lawrence Daft states that he intends to

assign 824 limited partnership units in one part of the document, but then assigns a total

of 924: 824 to Michele Starrett, 50 to Christian Starrett, and 50 to Shawn Stepp. In the

“Agreement” paragraph, Lawrence Daft states that he assigns 924 limited partnership

units, thus divesting himself of all of his limited partnership units in Daft Farms and




3
 Christian is Starrett’s other son and Stepp’s half-brother. He is not a party to this action.
4The 924 limited partnership units appears to have been calculated by taking Lawrence Daft’s original 899
units issued and owned in June 2002, adding an additional 100 units presumably issued by Daft Farms to
Lawrence Daft sometime between June 2002 and December 2005, and subtracting the 75 units gifted to
his daughter and two grandsons. Regardless of whether Lawrence Daft owned 924 or 824 partnership
units, the document shows that his intent was to assign all of his limited partnership units to his daughter
and grandsons, 50 each to his grandsons and the balance to his daughter.
Vinton App. No. 19CA718                                                              9


transferring it to his daughter and two grandsons. Lawrence Daft retained his 100 general

partnership units.

       {¶17} The defendants argued that the 2005 and 2006 Assignments were deficient

and failed to pass any interest to Michele Starrett, Christian Starrett or Shawn Stepp.

They contend that because these 2005 and 2006 Assignments failed to transfer any

limited partnership units to Stepp, he has no interest in Daft Farms and no standing to

bring a suit for an accounting, breaches of the partnership agreement, and breaches of

fiduciary duties. They argued that the Limited Partnership Agreement provides the

manner in which limited partnership units may be assigned and Lawrence Daft was not

free to transfer any of his limited partnership units without the consent of the general

partner – which was not only Lawrence Daft himself, but also included Michele Starrett.

This argument hinges entirely upon their contention that Michele Starrett became a

general partner in June 2002, when Daft Farms was created, despite Starrett’s consistent

denial of it throughout these proceedings.

       {¶18} The defendants also contended that there was no evidence that any of the

three assignees signed a document accepting the assignment of limited partnership units

or that they paid their respective $1000 transfer fee as required by Section 10.3 of the

Limited Partnership Agreement.

       {¶19} To their summary judgment motion, the defendants attached a copy of the

Daft Farms Limited Partnership Agreement, the original and Amended Assignment of

June 2002, the Secretary of State Certificate of Limited Partnership, and the 2005 and

2006 Assignments. The defendants did not submit any affidavits or deposition testimony

to support their motion or their attorney’s interpretation of the 2002 Assignment.
Vinton App. No. 19CA718                                                          10


       {¶20} Starrett did not file a motion for summary judgment in her individual

capacity, nor seek to join in with the other defendants’ motion.

       {¶21} Stepp opposed the motion on the grounds that there was a genuine issue

of material fact as to whether Starrett was a general partner. Stepp argued that Starrett

did not become a general partner by virtue of the 2002 Assignment and, regardless, she

consented in writing to both the 2005 and 2006 Assignments, making Stepp a limited

partner.

       {¶22} First Stepp cited Starrett’s own representations made by her attorney in her

two motions to dismiss that she was not a general partner of Daft Farms. It was, in fact,

the primary basis for her motions to dismiss.

       {¶23} Stepp argued that the 2002 Assignment did not make Lawrence Daft and

Starrett co-owners of both the outstanding general and limited partnership units. Rather

the purpose of the 2002 Assignment was to set forth “the number of shares owned by

each of them and stating each partner’s assent to those numbers, given that the Limited

Partnership Agreement did not set forth how many shares each of them owned, instead

listing only the percentages of the initial capital contributions.”

       {¶24} Stepp submitted additional Certificate of Ownership documents dated June

20, 2002, which had not been submitted with the defendants’ summary judgment motion.

Certificate Number One identified 100 general partnership units and certified that

Lawrence Daft was owner of the entire 100 general partnership units. It contained a

signed acknowledgment by Lawrence Daft accepting the units and agreeing to be bound

by the terms of the Limited Partnership Agreement. Certificate Number Two identified

900 total authorized limited partnership units of which Lawrence Daft was the owner of
Vinton App. No. 19CA718                                                                             11


890 limited partnership units. This also contained a signed acknowledgment by Lawrence

Daft accepting the 890 units. Certificate Number Three identified Michele Starrett as the

owner of 10 limited partnership units and contained a signed acknowledgement by

Starrett accepting the 10 limited partnership units and agreeing to be bound by the Limited

Partnership Agreement. In December 2006, Certificate Number Three was amended to

reflect that Starrett actually only owned 1 limited partnership unit, not 10.5 Lawrence Daft

signed the Amended Certificate as “General Partner” and Michele Starrett signed and

accepted 1 limited partnership unit in Daft Farms on December 11, 2006.

        {¶25} Stepp argued that when all the documents executed on June 20, 2002 were

taken together (the Limited Partnership Agreement, the Assignments, and the Certificates

of Ownership) there was no question that Starrett did not become a general partner on

June 20, 2002. Because Starrett was not a general partner in 2005 and 2006, her consent

was not needed for Lawrence Daft to transfer the limited partnership units to Stepp.

        {¶26} Stepp provided additional documents concerning the 2005 and 2006

Assignments and Gifts of Partnership Interest. As previously noted, in 2005 Lawrence

Daft assigned 25 limited partnership units to Stepp. Though the defendants contended

that Starrett never consented to this, Stepp included a Certificate of Ownership for the 25

limited partnership units in which Starrett signed for and accepted them as the custodian

and on behalf of Stepp, a minor at the time.6 Likewise in 2006, Lawrence Daft assigned

50 limited partnership units to Stepp. Again, though defendants contended Starrett never



5 It appears that although the 2002 Assignment was corrected on or after June 2002 to be effective June
2002 and changed the limited partnership units Starrett received from 10 to 1, the actual Certificate
reflecting ownership was not corrected until December 2006. See discussion in footnote 1.
6 The “Acceptance” section of the Certificate of Ownership appears to contain a typographical error and

refers to the number of units as “10.” All other places in the Certificate and the Assignment itself refers to
“25” limited partnership units.
Vinton App. No. 19CA718                                                                12


consented to this, Stepp produced a Certificate of Ownership signed in December 2006

by Lawrence Daft as General Partner and signed and accepted by Starrett as custodian

of and on behalf of Stepp, a minor.

       {¶27} Stepp argued that under either method set forth in R.C. 1782.42(A), he was

properly given a limited partnership interest in Daft Farms. First under R.C. 1782.42(A)(2),

he was made a limited partner when “all other partners” consented, as evidenced by

Starrett’s acceptance on the 2005 and 2006 Certificates of Ownership. Second, his

acquisition of his limited partnership interest was made in accordance with the Limited

Partnership Agreement because he contends that the limitations on transferring limited

partnership interest applies only to Limited Partners, not General Partners. Stepp argued

that as a General Partner with a limited partnership interest, Lawrence Daft could transfer

his limited partnership units without restriction. And, even assuming that the limitations

on transfers of limited partnership interests applied equally to Lawrence Daft, the Limited

Partnership Agreement gives Lawrence Daft as General Partner the authority to treat

Stepp as a substituted Limited Partner, “should it [General Partner] deem, in its sole

discretion, that such treatment is in the best interest of the Limited Partnership.”

       {¶28} Stepp submitted his affidavit with his opposition memorandum in which he

stated: (1) Lawrence Daft and Starrett always treated him, recognized him and referred

to him as a Limited Partner in Daft Farms; (2) Starrett provided him with tax forms for his

Limited Partnership interest in Daft Farms; and (3) Starrett made verbal offers to buy out

Stepp’s limited partnership interest.

       {¶29} In their reply, the defendants pointed out several of the typographical errors

as illustrative of the “manifest confusion” Lawrence Daft had concerning the ownership of
Vinton App. No. 19CA718                                                             13


Daft Farms. The defendants reiterated their argument that the 2002 Assignment formed

a co-ownership by Lawrence Daft and Michele Starrett of all of the general and limited

partnership interest in Daft Farms.

       {¶30} After the parties finished briefing the summary judgment motion, the

attorneys who represented Starrett in her individual capacity sought and were granted

leave to withdraw as her counsel. Starrett and Stepp then engaged in a prolonged

discovery dispute concerning Starrett’s refusal to produce personal financial records. A

forensic accountant retained by Stepp submitted an affidavit in support of the discovery

requests, which included pages from the Daft Farms 2015 federal tax returns in which the

Trust was identified as the “Sole General Partner” of Daft Farms.

       {¶31} The trial court granted summary judgment in favor of Starrett, the Trust and

Daft Farms. It found that the 2002 Assignment transferred the general partnership units

and the limited partnership units to Lawrence Daft and Starrett equally and that Lawrence

Daft and Starrett were both general partners in Daft Farms since its inception in June

2002. The trial court determined that any transfer of a limited partnership interest could

only be made in accordance with the Limited Partnership Agreement or with the consent

of all partners. Without giving its rationale, the trial court determined that the subsequent

attempted transfers of limited partnership interest were not made in accordance with the

Limited Partnership Agreement and were not consented to by all the partners. It therefore

determined that Stepp did not have an ownership interest in Daft Farms, it granted

defendants’ summary judgment, and dismissed Stepp’s amended complaint.

       {¶32} Stepp appealed.
Vinton App. No. 19CA718                                                               14


                              II. ASSIGNMENT OF ERROR

       {¶33} Stepp designates the following assignment of error:

       I. The Trial Court Erred In Granting Summary Judgment To The Defendants.

                                   A. Jurisdictional Issue

       {¶34} Before addressing the merits, we must first consider a threshold

jurisdictional issue. Ohio law provides that the courts of appeals in this state have

jurisdiction to review the final orders or judgments of inferior courts within their district.

Section 3(B)(2), Article IV of the Ohio Constitution; R.C. 2501.02. In the event that a

jurisdictional issue is not raised by the parties, then we must raise it sua sponte. Whitaker–

Merrell Co. v. Geupel Constr. Co., 29 Ohio St.2d 184, 186, 280 N.E.2d 922 (1972); In re

Murray, 52 Ohio St.3d 155, 159-160, 556 N.E.2d 1169, 1173-1174, fn. 2 (1990); Kouns

v. Pemberton, 84 Ohio App.3d 499, 501, 617 N.E.2d 701, 702 (4th Dist.1992).

       {¶35} Here the trial court’s judgment disposed of the one of the party’s claims, but

it did not resolve a pending counterclaim. In such instances under Civ.R. 54(B) the trial

court may enter final judgment as to one or more but fewer than all of the claims or parties

upon an express determination that there is no just reason for delay. Here the trial court’s

judgment includes the “no just reason for delay” language.

       In deciding that there is no just reason for delay, the trial judge makes what
       is essentially a factual determination—whether an interlocutory appeal is
       consistent with the interests of sound judicial administration, i.e., whether it
       leads to judicial economy. Trial judges are granted the discretion to make
       such a determination because they stand in an unmatched position to
       determine whether an appeal of a final order dealing with fewer than all of
       the parties in a multiparty case is most efficiently heard prior to trial on the
       merits. The trial court can best determine how the court's and the parties'
       resources may most effectively be utilized. The trial court is most capable
       of ascertaining whether not granting a final order might result in the case
       being tried twice. The trial court has seen the development of the case, is
       familiar with much of the evidence, is most familiar with the trial court
Vinton App. No. 19CA718                                                              15


       calendar, and can best determine any likely detrimental effect of piecemeal
       litigation. More important than the avoidance of piecemeal appeals is the
       avoidance of piecemeal trials. It conserves expense for the parties and
       clarifies liability issues for jurors when cases are tried without “empty
       chairs.”

       In making its factual determination that the interest of sound judicial
       administration is best served by allowing an immediate appeal, the trial
       court is entitled to the same presumption of correctness that it is accorded
       regarding other factual findings. An appellate court should not substitute its
       judgment for that of the trial court where some competent and credible
       evidence supports the trial court's factual findings. Likewise, regarding
       Civ.R. 54(B) certification, where the record indicates that the interests of
       sound judicial administration could be served by a finding of
       “no just reason for delay,” the trial court's certification determination must
       stand. An appellate court need not find that the trial court's certification is
       the most likely route to judicial economy, but that it is one route which might
       lead there. Trial courts, however, should be careful not to breach the duty
       entrusted to them, and should avoid a mechanical application of the
       Civ.R. 54(B) language. (Citations omitted.)

Wisintainer v. Elcen Power Strut Co., 67 Ohio St.3d 352, 354-355, 1993-Ohio-120, 617

N.E.2d 1136.

       {¶36} Here the record supports the trial court’s determination that an interlocutory

appeal is consistent with the interest of sound judicial administration. The pending

counterclaim is wholly unrelated to Stepp’s claims, requires proof of different facts,

involves separate legal issues, and allows for differing recoveries. See Jacobs v. Jones,

10th Dist. Franklin No. 10AP-930, 2011-Ohio-3313, ¶ 43 (finding trial court’s Civ.R. 54(B)

certification proper). Thus, we have jurisdiction over this appeal.

                                  B. Standard of Review

       {¶37} We review the trial court's decision on a motion for summary judgment de

novo. Smith v. McBride, 130 Ohio St.3d 51, 2011-Ohio-4674, 955 N.E.2d 954, ¶ 12.

Accordingly, we afford no deference to the trial court's decision and independently review

the record and the inferences that can be drawn from it to determine whether summary
Vinton App. No. 19CA718                                                                  16


judgment is appropriate. Harter v. Chillicothe Long–Term Care, Inc., 4th Dist. Ross No.

11CA3277, 2012-Ohio-2464, ¶ 12; Grimes v. Grimes, 4th Dist. Washington No. 08CA35,

2009-Ohio-3126, ¶ 16.

       {¶38} Summary judgment is appropriate only when the following have been

established: (1) that there is no genuine issue as to any material fact; (2) that the moving

party is entitled to judgment as a matter of law; and (3) that reasonable minds can come

to only one conclusion, and that conclusion is adverse to the nonmoving party. Civ.R.

56(C); DIRECTV, Inc. v. Levin, 128 Ohio St.3d 68, 2010-Ohio-6279, 941 N.E.2d 1187, ¶

15. In ruling on a motion for summary judgment, the court must construe the record and

all inferences therefrom in the nonmoving party's favor. Civ.R. 56(C). The party moving

for summary judgment bears the initial burden to demonstrate that no genuine issues of

material fact exist and that they are entitled to judgment in their favor as a matter of law.

Dresher v. Burt, 75 Ohio St.3d 280, 292–293, 662 N.E.2d 264 (1996). To meet its burden,

the moving party must specifically refer to “the pleadings, depositions, answers to

interrogatories, written admissions, affidavits, transcripts of evidence, and written

stipulations of fact, if any, timely filed in the action,” that affirmatively demonstrate that the

nonmoving party has no evidence to support the nonmoving party's claims. Civ.R. 56(C);

Dresher at 293, 662 N.E.2d 264. Moreover, the trial court may consider evidence not

expressly mentioned in Civ.R. 56(C) if such evidence is incorporated by reference in a

properly framed affidavit pursuant to Civ.R. 56(E). Discover Bank v. Combs, 4th Dist.

Pickaway No. 11CA25, 2012-Ohio-3150, ¶ 17; Wagner v. Young, 4th Dist. Athens No.

CA1435, 1990 WL 119247, *4 (Aug. 8, 1990). Once that burden is met, the nonmoving

party then has a reciprocal burden to set forth specific facts to show that there is a genuine
Vinton App. No. 19CA718                                                            17


issue for trial. Dresher at 293, 662 N.E.2d 264; Civ.R. 56(E); Am. Express Bank, FSB v.

Olsman, 2018-Ohio-481, 105 N.E.3d 369, ¶¶ 10-11 (4th Dist.).

                                        C. Analysis

       {¶39} As a preliminary matter, we note that none of the documents attached to

the parties’ summary judgment motion and opposition memorandum were properly

certified or authenticated. However, the parties did not object and the trial court did not

sua sponte refuse to consider the documents in rendering its judgment. Therefore, any

objections on that basis are waived. State ex rel. Gilmour Realty, Inc. v. Mayfield Hts.,

122 Ohio St.3d 260, 2009-Ohio-2871, 910 N.E.2d 455, ¶ 17 (“Although appellees did not

support these pertinent facts with evidence of the kinds specified in Civ.R. 56(C), courts

may consider other evidence if there is no objection on this basis.”); Martin v. Wandling,

2016-Ohio-3032, 65 N.E.3d 103, ¶ 29 (4th Dist.) (“When the opposing party fails to object

to the admissibility of the evidence under Civ.R. 56, the court may, but need not, consider

such evidence when it determines whether summary judgment is appropriate.”); Jackson

v. McKinney, 2nd Dist. Montgomery No. 26288, 2015-Ohio 1977, ¶ 13 , fn. 2. (where both

parties failed to authenticate documents used to support and oppose summary judgment,

the appellate court considers any authentication argument waived for purposes of

appeal).

       {¶40} The trial court reviewed the 2002 Assignment and found no ambiguity as to

the intent and effect of the assignment. It found that after it was executed, Lawrence Daft

and Starrett “owned all units in the partnership equally.”

       The Court finds that Lawrence G. Daft and Michele L. Starrett were general
       partners as of June 20, 2002. The Court further finds that any transfer of a
       limited partnership interest could be made only in accordance with the
       partnership agreement or with consent of all partners. The Court finds there
Vinton App. No. 19CA718                                                                  18


       is nothing in the record which constitutes consent to the subsequent
       attempted transfers of limited partnership interests. The Court further finds
       the subsequent attempted transfers were not made in accordance with the
       partnership agreement. The Court therefore finds that Plaintiff does not own
       any interest in the partnership. The Court finds that there is no genuine
       issue as to any material fact and that Defendants are entitled to judgment
       as a matter of law.

       {¶41} We find that the trial court erred in granting summary judgment to Starrett,

the Trust, and Daft Farms because the 2002 Assignment is ambiguous and subject to

several reasonable interpretations, there was conflicting evidence as to whether Starrett

was ever a general partner of Daft Farms, and compelling evidence that Stepp has a

limited partnership interest in Daft Farms.

       {¶42} The 2002 Assignment as Amended reads:

       The Assignment and Gift of Partnership Interest is entered into this 20th day of
       June, 2002, by and between Lawrence G. Daft and Michele L. Starrett (hereinafter
       referred to as “Assignors”) and Lawrence G. Daft and Michele L. Starrett
       (hereinafter referred to as “Assignees”).

                                           BACKGROUND

       A. Lawrence G. Daft owns 100 Units as a General Partner and 899 units as Limited
       Partner in the Daft Farms Family Limited Partnership.

       B. Michele L. Starrett owns 1 Unit as Limited Partner in the Daft Farms Family
       Limited Partnership.

       C. Assignors desire to assign and gift all of their rights, title and interest in all their
       individual General Partnership Units and all their individual Limited Partners Units
       in the Daft Farms Family Limited Partnership to the respective Assignees. Such
       assignments shall be made from the General Partnership and Limited Partner
       Units in the Daft Farms Family Limited Partnership owned by Lawrence G. Daft
       and Michele L. Starrett.

       IN WITNESS WHEREOF, this Assignment and Gift of Interest has been executed
       effective on the day and year first above written.

                                                              [Signature of Lawrence G. Daft]
                                                                  Lawrence G. Daft, Assignor
Vinton App. No. 19CA718                                                             19


                                                          [Signature of Michele L. Starrett]
                                                              Michele L. Starrett, Assignor

                                         ACCEPTANCE

       These Assignees do hereby accept the foregoing assignment and agree to be
       bound by the terms of the Daft Farms Family Limited Partnership Agreement of
       Limited Partnership with respect to the interest herein assigned.

                                                          [Signature of Lawrence G. Daft]
                                                               Lawrence G. Daft, Trustee

                                                          [Signature of Michele L. Starrett]
                                                               Michele L. Starrett, Trustee



                                           CONSENT

       The undersigned General Partner of the Daft Farms Family Limited Partnership
       does hereby consent to the transfer of the Assignor’s Partnership Interests effected
       by the foregoing Assignment of the General Partnership Units and Limited
       Partnership Units of the Daft Farms Family Limited Partnership to the Trustees of
       their respective Trusts dated June 20, 2002.

                                                         [Signature of Lawrence G. Daft]
                                                       Lawrence G. Daft, General Partner


       {¶43} The trial court interpreted this Assignment as a full and complete

assignment of all of Daft’s partnership interests to Starrett and a full and complete

assignment of all of Starrett’s partnership interest to Daft, while each also simultaneously

retaining their own respective partnership interests for themselves. This was the

interpretation offered by defendant’s summary judgment motion. Yet this interpretation is

not supported by any affidavit or deposition testimony; it is only an uncorroborated

interpretation put forth by defense counsel.

       {¶44} The trial court interpreted the 2002 Assignment as a complete assignment

of partnership interests, while at the same time a complete retention of partnership
Vinton App. No. 19CA718                                                                20


interests. Yet to interpret it as a complete assignment, we would have to conclude that

Starrett has become the sole general partner and owner of 100 general partner and 899

limited partner units, and Daft has become the owner of 1 limited partner unit. We have

reviewed the entire record and find such an interpretation untenable in view of all of the

other evidence of the parties’ intentions.

        {¶45} First, every other document in the record, except one, identifies Lawrence

G. Daft as the sole general partner of Daft Farms up until his death: (1) The Limited

Partnership Agreement; (2) The 2002 Assignment and Gift of Partnership Interest,

“Background”; (3) The 2002 Amended Assignment and Gift of Partnership Interest,

“Background”; (5) The 2002 Certificates of Ownership, Certificate Numbers One, Two and

Three; (6) The 2005 Assignment and Gift of Partnership Interest, “Background”; (7) The

2005 Certificate of Ownership, Certificate Number Six; (8) The 2006 Amended Certificate

of Ownership, Certificate Number Three; (9) The 2006 Assignment and Gift of Partnership

Interest, “Background”; and (10) The 2006 Certificate of Ownership, Certificate Number

Nine.

        {¶46} The only document that identifies Starrett as a general partner is the original

Certificate of Limited Partnership form filed with the Ohio Secretary of State, which

identifies the name and Ohio business address of each general partner. Both Lawrence

Daft and Starrett are listed. Although this might expose Starrett to liability to third parties,

it does not change the fundamental relations of the partners between themselves. See In

re Westover Hills Ltd., 46 B.R. 300, 305 (Bankr. D. Wyo.1985) (discussing the effect of

limited partners being erroneously identified as general partners on certificate of limited

partnership in the bankruptcy context). More relevant here is the fact that only Lawrence
Vinton App. No. 19CA718                                                             21


G. Daft signed the original certificate of limited partnership as general partner. Under R.C.

1782.11(A)(1) the “original certificate of limited partnership shall be signed by all general

partners.” (Emphasis added.) If Starrett were a general partner in June 2002 she also

should have signed the Certificate of Limited Partnership. She did not.

       {¶47} In addition, Starrett has consistently represented to the trial court through

motions and in her answer, that she is not and never has been a general partner in Daft

Farms. In her first motion to dismiss, filed June 16, 2016, Starrett, through counsel,

represented to the trial court:

       Plaintiff asserts that Defendant, Michele Starrett is the sole General Partner
       of Daft Farms Family Limited Partnership. This is incorrect. Michele Starrett
       is a Limited Partner of the Partnership. The sole General Partner of Daft
       Farms is the Lawrence G. Daft Revocable Living Trust (the “Trust”). On or
       about June 20, 2002, a Limited Partnership Agreement was executed by
       Lawrence G. Daft, now deceased, and Michele Starrett. In this Agreement,
       Lawrence G. Daft was assigned One Hundred (100) Units as the General
       Partner of Daft Farms. On or about September 29, 2010, Lawrence G. Daft
       resolved to transfer his One Hundred (100) shares of the General
       Partnership units to the Trust.

Starrett attached the 2010 Resolution to her motion to dismiss which states, “Lawrence

G. Daft is 100% owner of general partnership units (100 units) in the Daft Farms Family

Limited Partnership, and * * * Lawrence G. Daft established an intervivos revocable trust

on June 20, 2002 called the Lawrence G. Daft Revocable Living Trust Agreement * * *

Lawrence G. Daft now desires to place his 100 shares (100%) of general partnership

units into his trust * * *.” The Resolution was signed “Lawrence G. Daft, 100% owner of

General Partnership Units of Daft Farms Family Limited Partnership.” In Starrett’s

Answer, filed April 13, 2017, Starrett admitted that she was the trustee of the Trust and

the Trust was the general partner of Daft Farms and explicitly denied that she is the

general partner of Daft Farms or that she received any compensation as such.
Vinton App. No. 19CA718                                                            22


       {¶48} Both Lawrence Daft and Starrett executed documents consistently from

2002 up until Lawrence Daft’s death in 2014, that identified Lawrence Daft as the sole

general partner. Starrett has consistently represented that she was never a general

partner in Daft Farms and that, since Lawrence Daft’s death, she is only the trustee and

the Trust is the sole general partner. Because Lawrence Daft’s and Starrett’s own

statements best establish their intentions with respect to their partnership interest, any

analysis of the documents they executed must be considered in totality.

       {¶49} Under the standard for summary judgment, the evidence must be reviewed

in a light most favorable to the non-moving party. Stepp argued that the only reasonable

interpretation of the 2002 Assignment is that it was to set forth the number of shares that

would be initially owned by them and to state each partner’s assent to those numbers,

given that the Limited Partnership Agreement did not set forth how many shares each of

them owned, instead listing only the percentages of the initial capital contributions.

Stepp’s interpretation is a reasonable one.

       {¶50} However, in view of the totality of the evidence and construing the 2002

Assignment in a light most strongly in Stepp’s favor, we find an equally plausible

interpretation of the 2002 Assignment. Lawrence Daft, in his individual capacity, assigned

his general and limited partnership units to himself (his “respective assignee”) in his

capacity as “Trustee.” Likewise, Starrett, in her individual capacity, assigned her limited

partnership interest to herself (her “respective assignee”) in her capacity as “Trustee.”

This was done so that each could hold their respective units as trustees, rather than

individuals. And, as trustees of their respective trusts they could place their respective

partnership units in their respective trusts.
Vinton App. No. 19CA718                                                              23


       {¶51} Both Lawrence Daft and Starrett were identified as “assignors” who desired

to assign their individual units to their “respective Assignees.” Under the “Acceptance”

section, as Assignees, they accepted the assignment “with respect to the interest herein

assigned” and then each signed their acceptance as “Trustee.” Lawrence Daft, General

Partner, gave his consent to the transfer of these interests “to the Trustees of their

respective Trusts dated June 20, 2002.” According to the 2010 Resolution Starrett

submitted with her motion to dismiss, the Lawrence G. Daft Revocable Living Trust

Agreement was created on June 20, 2002. Thus, the 2002 Assignment was the method

used to: (1) transfer Lawrence Daft’s units to himself in his capacity as trustee so that he

could subsequently transfer them to the Lawrence G. Daft Revocable Living Trust, which

he subsequently did in 2010 and (2) transfer Starrett’s unit to herself as trustee so that

she could subsequently transfer it to her trust. Our interpretation, like Stepp’s

interpretation, confers no general partnership interest to Starrett and is consistent with

subsequent actions taken by Lawrence Daft and Starrett.

       {¶52} We find that the trial court’s determination that Starrett was a general

partner in Daft Farms was erroneous as a matter of law. There are genuine issues

concerning the proper interpretation of the 2002 Assignment as reasonable minds can

come to more than one conclusion. Importantly, Starrett herself repeatedly denied that

she was the general partner of Daft Farms in her answer to Stepp’s amended complaint.

Because the trial court erred in determining that Starrett was a general partner in 2002, it

likewise erred in determining that the attempted transfers of the limited partnership units

were ineffective to confer a limited partnership interest to Stepp. The trial court’s analysis

of the transfer of the limit partnership interest was cursory. However, it made the
Vinton App. No. 19CA718                                                             24


determination that “any transfer of a limited partnership interest could be made only in

accordance with the partnership agreement or with the consent of all partners.” Thus, the

trial court agreed with Stepp’s argument that, under R.C. 1782.42(A), Stepp could

become a limited partner with the consent of all other partners without compliance with

the provisions of the Limited Partnership Agreement.

       {¶53} Appellees argue that R.C. 1782.42(A) must be read in conjunction with R.C.

1782.17(B)(2), which they argue requires compliance with the provisions of the Limited

Partnership Agreement, specifically section 10.3, even though R.C. 1782.42(A)(2)

requires only the consent of all partners. However, Appellees did not file a cross appeal

challenging the trial court’s determination that the partnership interests could be

transferred with the consent of all partners. Therefore, they have waived it. Moreover, this

interpretation would render R.C. 1782.42(A)(2) superfluous and ineffective. “We must

presume that in enacting a statute, the General Assembly intended for the entire statute

to be effective. R.C. 1.47(B). Thus, all words should have effect and no part should be

disregarded.” D.A.B.E., Inc. v. Toledo-Lucas Cty. Bd. of Health, 96 Ohio St.3d 250, 2002-

Ohio-4172, 773 N.E.2d 536, ¶ 19 (2002).

       {¶54} Stepp produced a 2005 Assignment and Gift of Partnership Interest by

which Lawrence Daft assigned 25 Units of Limited Partnership and “all of his rights, title

and interest in” those Units in Daft Farms to Stepp. Stepp also produced a 2005 Certificate

of Ownership Number Six in which Lawrence Daft “certifies that Shawn E. Stepp II is the

owner of 25 units in the Daft Farms Family Limited Partnership, and has been admitted

to said Partnership as a Limited Partner.” It was signed by Lawrence G. Daft as general

partner and accepted and signed by Starrett as the custodian of Stepp, who was a minor
Vinton App. No. 19CA718                                                             25


at the time of transfer. In 2006, a similar assignment occurred of 50 of the limited

partnership units. Again, it was signed by Lawrence G. Daft and accepted and signed by

Starrett. Stepp also submitted his affidavit in which he stated that both Lawrence G. Daft

and Michele Starrett referred to him as a Limited Partner, Starrett provided Stepp with tax

forms for his limited partnership interest, and made verbal offers to buy out Stepp’s limited

partnership interest.

       {¶55} Appellees produced no evidence to support their contention that Starrett

withheld consent to the transfers. Her signatures on both transfers accepting the units on

behalf of her son, are, at the very least, evidence of her tacit approval of the transfers.

Starrett provided no affidavit testimony concerning these transfers, nor did she refute

Stepp’s affidavit that she provided him tax documents related to his limited partnership

units and made past offers to buy out Stepp’s limited partnership interest. And, any

assertions by her that the transfers were not consensual, some fifteen years later, raises

estoppel concerns and strains credibility.

       {¶56} Additionally, we find that the appellees provided no evidence in the trial

court to support their bald assertions that Lawrence Daft and Stepp failed to comply with

the provisions of section 10.3. For example, the summary judgment motion states

“Section 10.4(e) of the Agreement has been violated because the $1,000 transfer fee was

never paid.” Yet no financial records or affidavit testimony was submitted to support this

assertion.

       {¶57} Construing the evidence most strongly in favor of Stepp, we find that a

genuine issue exists as to whether he has a limited partnership interest in Daft Farms.

The evidence in the record strongly indicates that Starrett was never a general partner in
Vinton App. No. 19CA718                                                          26


Daft Farms and that she approved Lawrence Daft’s transfers of his limited partnership

units to Stepp in 2005 and 2006. Since reasonable minds could come to different

conclusions with regard to Stepp’s interest in Daft Farms, appellees were not entitled to

summary judgment. As a matter of law, the trial court erred in granting appellees summary

judgment. We sustain Stepp’s assignment of error.

                                   III. CONCLUSION

      {¶58} The trial court erred in granting appellees summary judgment. We sustain

Stepp’s sole assignment of error and reverse the judgment of the trial court.

                                                               JUDGMENT REVERSED.
Vinton App. No. 19CA718                                                         27




                                   JUDGMENT ENTRY

         It is ordered that the JUDGMENT IS REVERSED and that Appellees shall pay the
costs.

         The Court finds there were reasonable grounds for this appeal.

      It is ordered that a special mandate issue out of this Court directing the Vinton
County Court of Common Pleas to carry this judgment into execution.

       Any stay previously granted by this Court is hereby terminated as of the date of
this entry.

      A certified copy of this entry shall constitute the mandate pursuant to Rule 27 of
the Rules of Appellate Procedure.

Smith, P.J. & Abele, J.: Concur in Judgment and Opinion.


                                          For the Court

                                          BY:    ________________________________
                                                 Michael D. Hess, Judge



                                 NOTICE TO COUNSEL


Pursuant to Local Rule No. 14, this document constitutes a final judgment entry
and the time period for further appeal commences from the date of filing with the
clerk.
