Addressing Commercial Conversion, Tortious Misconduct, and Intellectual Property Theft in an Ohio LLC Dispute
This expert analysis outlines a comprehensive legal strategy designed to address the complex history of commercial misconduct, wrongful appropriation of assets, and tortious acts committed by Jonathan Jackson against Daniel Perley, stemming from their initial limited liability company (LLC) relationship, Best Choice Egress Windows. The primary objective is the initiation of multi-faceted civil litigation in Ohio, aimed at three core outcomes: (1) securing the voiding of an adverse default judgment entered against Mr. Perley by the Ohio Attorney General (AG); (2) establishing legal ownership of highly valuable intellectual property (IP), specifically the TrueFrame window invention and the custom Customer Relationship Management (CRM) system; and (3) recovering substantial compensatory and punitive damages for conversion, breach of fiduciary duty, unjust enrichment, and highly injurious personal torts, including malicious prosecution and defamation.
The strategy necessitates demonstrating a continuous pattern of bad faith, self-dealing, and fraudulent use of both business assets and the legal process by Mr. Jackson. The case must be structured around three distinct phases of the relationship, as the governing legal principles—ranging from LLC statutes to contract law and independent contractor IP rules—shift based on the evolving status of the business relationship.
The relationship between Mr. Perley and Mr. Jackson is categorized into three critical phases, each defining the legal context for claims and remedies.
| Time Period | Entity Status | Relationship to Jackson | Governing Law & Primary Remedy |
|---|---|---|---|
| Phase 1: Year 1 | Best Choice Egress Windows (LLC) | Member/Partner | Corporate/LLC Law, Breach of Fiduciary Duty, Conversion |
| Phase 2: Years 3-6 | Jackson Egress Windows (Fictitious) | Oral Partnership/Co-Venture | Unjust Enrichment, Quantum Meruit, Law |
| Phase 3: Years 6-7 | Jackson Egress Windows (Operational) | Independent Contractor (1099, Perley's LLC) | Intellectual Property Law, Trade Secret, Contract for Services, Tort |
The entire subsequent chain of events, culminating in Mr. Perley's incarceration, is directly traceable to Mr. Jackson's initial acts of commercial misconduct in Phase 1. When Mr. Jackson wrongfully disassociated from Best Choice Egress Windows and seized control of all funds, assets, materials, and vendor relationships, he executed a profound breach of duty. Mr. Jackson's action left Mr. Perley completely exposed, retaining only the labor obligation while being stripped of the managerial capacity required to handle finances and customer obligations (managing taxes, customer deposits, etc.).
Key Connection:
This dereliction of fiduciary duty proximately caused the resulting customer service failures, which in turn led directly to the Ohio Attorney General's consumer sales complaint and, subsequently, Mr. Perley's prosecution for theft by deception. This nexus allows subsequent tort claims to be viewed not as isolated incidents, but as an extension of Mr. Jackson's initial bad faith business practices.
The act of seizing all funds, materials, assets, vendor relationships, and ultimately the intangible business goodwill constitutes the tort of conversion. Conversion applies not only to the cash and physical materials but also to the intangible assets, such as the customer lists, operational methodologies, and business relationships, which represent the company's "going concern" value.
The operation of the subsequent business entity, "Jackson Egress Windows," must be treated as a continuation of the original LLC for liability purposes (the "mere continuation" exception), especially since the transition appears designed to evade liabilities (the pending AG consumer complaint).
The timing of Mr. Jackson's actions—rapidly cancelling the fictitious name "Best Choice Egress Windows" immediately after the AG complaint—suggests fraudulent intent to escape consumer liability. Therefore, Mr. Perley should argue that he must be fully credited for all restitution deductions taken from his portion of the profit split during Phase 2, as Mr. Jackson was simply settling the converted entity's debt using the successor entity's funds.
The successful challenge and vacating of the default judgment entered against Mr. Perley by the Ohio Attorney General is a prerequisite for both clearing Mr. Perley's record and establishing the foundation for tort claims against Mr. Jackson related to the fraudulent nature of the underlying litigation.
Mr. Perley has compelling grounds under two major categories:
The AG "sneaked service" to an old address while Mr. Perley was incarcerated, despite knowing his whereabouts were constrained by the state jail system. Service to a non-resident address under these circumstances, when the plaintiff had institutional knowledge of the defendant's confinement, constitutes a failure of due process. Because proper service was not achieved, the court lacked personal jurisdiction, and the resulting default judgment is **void**.
Mr. Jackson hired an attorney who made an **unauthorized appearance** on behalf of Mr. Perley and the now-defunct LLC. This attorney filed a "shame pleading" that was stricken, leading directly to the default judgment against Mr. Perley. This manipulation of the legal system to achieve an ulterior result—imposing liability on his partner while shielding himself—constitutes fraud or misconduct by an adverse party.
Mr. Jackson committed defamation when he posted replies on Angie's List **blaming Mr. Perley for the iPad theft**, despite the police having arrested Mr. Jackson's brother. Accusing a professional contractor of a crime in a public forum used by potential customers constitutes **defamation per se**, meaning harm to professional reputation is presumed, allowing for recovery for reputational harm and supporting punitive damages.
Since Mr. Perley was engaged as an independent contractor (1099), Ohio law generally favors him retaining IP ownership absent a written assignment.
Mr. Perley performed services and created immense value (massive lead generation capability, modern digital infrastructure, bespoke CRM) that far exceeded the compensation received. The doctrine of unjust enrichment and quantum meruit allows for recovery based on the fair value of these services and materials, compelling compensation for the value retained by Mr. Jackson unjustly.
| Damage Category | Basis for Calculation |
|---|---|
| LLC Conversion Damages (Phase 1) | Value of Mr. Perley's equity interest in Best Choice LLC at the time of conversion, plus legal interest. |
| Lost Profits/Unjust Enrichment (Phases 2 & 3) | Mr. Perley's 50% share of profits for the entire six-year duration of "Jackson Egress Windows," based on a full accounting of the business revenues. |
| IP Misappropriation Damages | Fair market licensing fees for the use of the custom CRM/SaaS system and other copyrighted digital assets, plus potential future lost profit based on the national scaling potential of the TrueFrame invention. |
| Tort Damages (Malicious Prosecution/Abuse of Process) | Comprehensive damages for time incarcerated, emotional distress, damage to reputation, legal costs incurred, and the lost value of the seized business. |
| Restitution Credit Recoupment | Full reimbursement of all consumer repayment costs deducted from Mr. Perley's 50% share during Phase 2. |
Mr. Jackson's continuous pattern of misconduct—using the legal system for commercial seizure, lying in public forums, unauthorized legal appearances, and attempted IP theft—provides overwhelming evidence of **malice and intentional bad faith**, justifying a strong request for punitive damages.