A recent decision by the Ohio Court of Appeals highlights ongoing questions about payment obligations and service completion in a business relationship involving accounting services. The appellate court issued a mixed ruling in a dispute where one company claims it was not paid for work performed, while the other argues that the work was incomplete or unsatisfactory.
On March 23, 2026, Vaco LLC filed a complaint in Marion County Common Pleas Court against Semco Inc., alleging breach of contract and unjust enrichment after providing accounting services for which it says it was not paid. According to the filing, Vaco asserts that Semco agreed to use its consultant as a part-time controller at an hourly rate of $120.00. Vaco claims it assigned Glenn Smith to perform these duties, paid him accordingly, and sent invoices totaling $39,250.00 to Semco. The company attached copies of these invoices to its complaint.
Semco responded on June 28, 2024, denying most allegations and arguing that Vaco failed to provide a competent controller. In its answer and subsequent filings, Semco asserted counterclaims including negligence and fraud against Vaco. Later, with leave from the court, Semco added its own breach of contract claim, alleging damages amounting to $50,000.00 due to what it described as Vaco’s failure to complete contracted tasks.
The case centers on an oral agreement made in June 2023 for accounting services. Both parties agree there was an intent to enter into such a contract but differ on key terms—particularly when payments were due and whether all required work was completed satisfactorily. Evidence presented included testimony from Shelby Furman, President of Semco Inc., who said only the first three months’ invoices were owed up front with additional payments contingent upon completion of work deemed acceptable by their CPA and bank representatives.
Furman testified that after initial dissatisfaction with another consultant provided by Vaco (Nick Moreno), he agreed to give Vaco another chance based on assurances about Glenn Smith’s abilities. Furman claimed that although some initial invoices were paid for Smith’s work, later payments were withheld because required financial statements and tax documents were not properly completed or delivered.
Vaco disputed these claims through affidavits asserting full performance under the oral agreement. However, the appellate court noted contradictory evidence regarding both the timing of payments and whether contractual duties had been fulfilled: “Viewing this evidence in a light most favorable to Semco,” wrote Judge Willamowski in the opinion, “this Court cannot say that a reasonable trier of fact could not find that the terms of the contract did not require full payment… until the contract was complete as was testified by Furman.”
The trial court had previously granted summary judgment in favor of Vaco on all claims and counterclaims—a decision now partially reversed by the appellate panel due to unresolved factual disputes over payment terms and performance.
In addition to breach of contract issues, Semco alleged fraud based on representations about Smith’s credentials as a Certified Public Accountant (CPA). Furman stated he relied on verbal assurances from Vaco staff but acknowledged receiving Smith’s resume before accepting his appointment—a document which indicated Smith was not actually a CPA. The appeals court concluded there could be no justifiable reliance since Furman had access to information contradicting any alleged misrepresentation: “Without a showing of justifiable reliance,” wrote Judge Willamowski, “Semco cannot establish all of the elements of a fraud claim.” Summary judgment for Vaco on this point was affirmed.
Other procedural matters addressed included scheduling orders related to discovery deadlines and depositions. The trial court extended deadlines multiple times due to changes in counsel for Semco but ultimately denied further requests for extensions after noting repeated noncompliance with discovery demands by Semco while Vaco met its obligations.
The appellate court affirmed these decisions as within the trial judge’s discretion: “All of the reasons given by the trial court were supported by the record… this court does not find that the trial court abused its discretion in denying the motion.”
As a result of its findings, the appeals panel affirmed parts of the lower court’s judgment—specifically those concerning fraud claims and scheduling—but reversed summary judgment on breach-of-contract issues related to payment timing and service completion. The matter is remanded for further proceedings at trial.
Attorneys involved include Kirsten M. Cox representing Semco Inc., with Kimberly Ingram-Hogan and Keith S. Anderson representing Vaco LLC. Judges John R. Willamowski, William R. Zimmerman, and Mark C. Miller presided over Case No. 9-25-20.
Source: 2026Ohio986_Vaco_LLC_v_Semco_Inc_Opinion_Ohio_Court_of_Appeals.pdf
