2020 Ohio 362
Ohio Ct. App.2020Background
- Seller (TWA, LLC) owned real property in Columbus; buyer (2454 Cleveland, LLC) submitted a purchase offer on June 14, 2017, ultimately resulting in a $975,000 contract after counteroffers were exchanged and the June 22 counteroffer was accepted by seller.
- The contract included a 30-day inspection contingency (giving buyer until July 22, 2017 to accept or terminate) and a closing date of July 31, 2017 (with one 15-day extension available).
- Buyer submitted post‑inspection addenda in July proposing price adjustments; seller responded July 19, 2017 with a termination notice and that same day contracted to sell the property to a third party (Todd Real Estate, Inc.) for $1,025,000.
- Buyer sued for breach of contract (also alleging duty of fair dealing and fraudulent inducement).
- The trial court granted buyer's partial summary judgment, finding a contract existed as of June 22 and seller breached by terminating on July 19; after a damages hearing the court awarded $50,000 (difference between $975,000 and $1,025,000).
- Seller appealed, raising two issues: existence/enforceability of the contract and the appropriateness of the damages measure.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Did the parties form an enforceable contract and did seller breach it? | Buyer: June 14 offer, modified by June 22 counteroffer accepted by seller, created a binding contract; seller's July 19 termination was a breach because inspection contingency had not expired. | Seller: No meeting of the minds on essential terms; later addenda repudiated or altered the contract so no enforceable agreement existed. | Court: Binding contract existed as of June 22; July addenda did not repudiate it; seller's July 19 termination before the contingency deadline was a breach. |
| Was awarding damages as the difference between contract price and resale price appropriate? | Buyer: Resale to third party within a short period reflects fair market value; buyer entitled to difference ($50,000). | Seller: Resale price alone is insufficient proof of fair market value; buyer failed to present independent evidence that resale price equaled market value. | Court: Resale occurred on the open market shortly after breach under similar terms; resale price was competent evidence of market value and supported the $50,000 award. |
Key Cases Cited
- Capella III, LLC v. Wilcox, 190 Ohio App.3d 133 (10th Dist. 2010) (de novo review of summary judgment by appellate court)
- Andersen v. Highland House Co., 93 Ohio St.3d 547 (Ohio 2001) (summary judgment standard)
- Gilbert v. Summit Cty., 104 Ohio St.3d 660 (Ohio 2004) (elements and standard for summary judgment)
- Roesch v. Bray, 46 Ohio App.3d 49 (6th Dist. 1988) (resale shortly after breach can evidence fair market value)