2019 Ohio 2222
Ohio Ct. App.2019Background
- 5106 Franklin, Inc. (landlord) and A & A, Inc. (tenant/operator of Ohio City Deli) executed a commercial lease (Sept. 1, 2014) that included a tenant option to purchase the premises for $400,000 during the first five-year term, with landlord-financing for 15 years and $100,000 down.
- Disputes arose over related asset payments, rent shortfalls, and alleged lease breaches (including an unauthorized movie shoot and alleged misconduct by tenant employees); tenant notified landlord it was exercising the purchase option (Aug. 11, 2015).
- Tenant filed for specific performance in common pleas court; matter moved to Cleveland Municipal Court (housing division) where the court granted summary judgment ordering the sale to A & A on the option terms and set financing terms.
- Landlord filed multiple motions for relief from judgment under Civ.R. 60(B)(5), arguing attorney negligence; the trial court denied relief as untimely, lacking meritorious defense, and finding no attorney abandonment.
- Landlord later filed a separate eviction action; the housing court granted summary judgment to A & A there as well, finding A & A continued to act in good faith to close and had not forfeited its option.
- On appeal, the Eighth District consolidated three appeals and affirmed: it rejected the Civ.R. 60(B) motions and affirmed summary judgment(s), finding waiver where landlord failed to oppose summary-judgment motions or adequately brief appellate issues.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the trial court abused discretion by denying landlord's Civ.R. 60(B)(5) motion for relief from judgment | Landlord: Attorney negligence (failure to oppose summary judgment) justifies relief; has meritorious claims | A & A: No abandonment by attorney; motion untimely; no meritorious defense shown | Denied — court found no abandonment, untimely filing, and no meritorious defense; affirmed |
| Whether summary judgment ordering conveyance for $400,000 and financing was erroneous (specific performance/declaratory relief) | Landlord: Genuine factual disputes existed — tenant breached related agreements and/or was in arrears, forfeiting option | A & A: Properly exercised option; acted in good faith to close; breaches cured/waived or immaterial | Affirmed — summary judgment for A & A; option enforced and sale ordered |
| Whether A & A forfeited the option by delaying tender of down payment or adding conditions to closing | Landlord: Delay and added conditions amounted to breach of purchase terms, justifying eviction/denial of specific performance | A & A: Continued good-faith efforts to close; any delays did not forfeit vested option | Held for A & A — delay did not amount to forfeiture; court set closing terms and deadlines |
| Whether appellate arguments are preserved despite failure to oppose summary judgment and comply with App.R. 16(A) | Landlord: Challenges to summary judgment on the merits | A & A: Landlord waived issues by failing to oppose below and by inadequate appellate briefing | Held for A & A — waiver of issues and failure to cite record/authority; appellate arguments overruled |
Key Cases Cited
- GTE Automatic Elec., Inc. v. ARC Indus., 47 Ohio St.2d 146 (Ohio 1976) (establishes three-prong standard for Civ.R. 60(B) relief)
- Rose Chevrolet, Inc. v. Adams, 36 Ohio St.3d 17 (Ohio 1988) (standard of review for Civ.R. 60(B) is abuse of discretion)
- Blakemore v. Blakemore, 5 Ohio St.3d 217 (Ohio 1983) (definition of abuse of discretion)
- Pattison v. W.W. Granger, Inc., 120 Ohio St.3d 142 (Ohio 2008) (dismissal without prejudice does not create a final appealable order)
- Thompson v. Ghee, 139 Ohio App.3d 195 (Ohio App. 2000) (failure to respond to summary-judgment motion waives issues on appeal)
- Maust v. Meyers Prods., Inc., 64 Ohio App.3d 310 (Ohio App. 1991) (same waiver principle for unresponsive parties)