A dispute over who controls the board of a non-profit road maintenance corporation has resulted in a court ruling affirming the enforceability of a settlement agreement, with implications for both the organization’s governance and payment of legal fees. The case centers on claims by former trustees that they remain the lawful leaders, while newly elected trustees assert their own legitimacy following an election among property owners.
The complaint was filed on June 8, 2021, by Plalan Lake Road Maintenance, Inc., Greg Bacon, and Chase Windell in the Trumbull County Court of Common Pleas against James Fabian, Kathy Difford, Lori Benedetto, Randy Rutherford, and Tracie Morris. According to court documents, Plalan Lake Road Maintenance, Inc. (PLRM) is a non-profit corporation responsible for maintaining roads within the Plalan Lakes Community. Bacon and Windell served as trustees at the time of filing.
The plaintiffs alleged that despite being voted out during an “alleged meeting” in 2021 where new trustees were purportedly elected by lot owners, Bacon and Windell continued to be “the legal and rightful board of trustees” absent verification to the contrary. They requested that the court declare them as the rightful board members and sought an injunction preventing the defendants from acting on behalf of PLRM. In response, defendants claimed they were validly elected as new trustees and counterclaimed for recognition as such.
On April 20, 2023, the trial court noted that counsel had advised that the case was settled. A hearing held on December 7, 2023 revealed all parties verbally agreed to revised language in a settlement agreement. Subsequently, on January 11, 2024, all claims and counterclaims were dismissed “in accordance with the terms recited on the record.”
However, further disputes arose regarding enforcement of the settlement agreement—specifically about who would pay attorney fees. On April 30, 2024, plaintiffs filed a motion to enforce the settlement agreement with signatures from all involved parties as well as third-party defendant Eric Bacon. The agreement stated that defendants are recognized as lawful trustees of PLRM and specified: “plaintiffs shall pay their own legal fees” and “defendants shall pay their own legal fees.” It also included provisions regarding dues payments and land sales within PLRM.
During subsequent hearings, differing interpretations emerged about whether PLRM itself was responsible for any party’s attorney fees or if each side would bear its own costs. The magistrate’s February 21, 2025 decision found ambiguity in how attorney fees should be handled but concluded that because all individuals with authority over PLRM signed the agreement—even if not explicitly signing in their official capacity—the corporation should be bound by its terms.
The magistrate rejected arguments from appellants (the new trustees) that only they could bind PLRM or that PLRM should be treated solely as aligned with defendants following their recognition as lawful trustees. Instead it ruled: “all those who could have claimed authority to bind the corporation were signatories to the settlement agreement.” Further analysis determined there was no basis under Ohio law requiring approval from members before entering into such agreements unless specifically provided by regulations—a point not demonstrated by appellants.
Appellants also argued statutory provisions under R.C. 1702.12(E)(4) required member authorization for indemnification or other actions affecting PLRM; however, courts found no evidence this standard applied here since there was no determination by disinterested directors or members regarding indemnification nor did any party show such requirements existed in corporate regulations.
Ultimately, on March 25, 2025, objections to enforcement were overruled by Judge John J. Eklund who adopted findings that “the settlement agreement is enforceable” and ordered appellants may not seek payment against Bacon or Windell for attorney fees through PLRM.
In its opinion dated March 9, 2026—and joined by Judges Eugene A. Lucci and Robert J. Patton—the Eleventh District Court of Appeals affirmed these decisions: “For the foregoing reasons,” wrote Judge Eklund for the court,“the judgment of the Trumbull County Court of Common Pleas is affirmed.” Costs were taxed against appellants.
Attorneys listed include Brendan J. Keating representing plaintiff-appellee Chase Windell; Greg Bacon appearing pro se; Michael A. Partlow representing defendants-appellants; Judges named are John J. Eklund (author), Eugene A. Lucci (concurring), Robert J. Patton (concurring). The case ID is 2025-T-0020.
Source: 2026Ohio788_Plalan_Lake_Road_Maintenance_Inc_v_Fabian_Opinion_Ohio_Court_of_Appeals.pdf
