2020 Ohio 4017
Ohio Ct. App.2020Background
- The Board and Ada Wind entered a Renewable Energy Service Agreement (RESA) for a wind turbine on Board property (turbine in service 2010).
- A lightning strike on June 23, 2016 rendered the turbine inoperable; parties agreed this was a Force Majeure under the RESA.
- The Board gave 30 days’ written notice to terminate under the RESA; the RESA terminated July 26, 2017. Section 9.4 required Provider to remove the system at its expense upon termination.
- RESA Section 19.4 imposed a one‑year contractual limitations period to bring “any action”; Section 19.7 required the parties to mediate (mutually agreed mediator) as a condition precedent to filing a lawsuit and allowed arbitration or court adjudication.
- The Board sought to initiate mediation in April–July 2018; Ada Wind initially agreed but by September 10, 2018 refused to mediate. The Board sued December 3, 2018. Ada Wind/NexGen moved to dismiss, arguing the one‑year contractual limitations (which expired July 26, 2018) barred the suit.
- The trial court granted dismissal; the Court of Appeals reversed, holding the Board had initiated the required mediation within the contractual year and that such initiation constituted an "action" under the RESA.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether initiating mediation within the contract year satisfies/reserves the right to later file suit so the one‑year contractual limitations does not bar the claim | Board: its April–July 2018 efforts to arrange mediation satisfied the RESA’s condition precedent and constituted an "action" under Section 19.4 | Ada Wind/NexGen: “action” in Section 19.4 means filing a lawsuit; the one‑year period expired July 26, 2018, so suit was untimely | Court: "any action" in 19.4 must be read with 19.7; initiating mediation within the year constituted an action under the RESA, so dismissal was erroneous |
| Whether the Board is equitably estopped from asserting the contractual limitation because it relied on mediation communications | Board: communications and Ada Wind’s initial willingness to mediate tolled limitations / estopped defendants from asserting the defense | Defendants: no tolling; one‑year ran | Court: Not decided on merits—disposition on the mediation/initiation ground made estoppel argument unnecessary/moot |
| Whether Ohio public policy favoring mediation requires a different outcome | Board: public policy supports mediation and against dismissing claims where mediation was attempted | Defendants: policy does not override clear contract terms | Court: Not addressed—rendered moot by resolution of the first issue |
Key Cases Cited
- State ex rel. Hanson v. Guernsey Cty. Bd. of Commrs., 65 Ohio St.3d 545 (1992) (Civ.R. 12(B)(6) tests legal sufficiency of complaint)
- O'Brien v. Univ. Community Tenants Union, Inc., 42 Ohio St.2d 242 (1975) (complaint should not be dismissed unless it appears beyond doubt plaintiff can prove no set of facts entitling recovery)
- Mitchell v. Lawson Milk Co., 40 Ohio St.3d 190 (1988) (on 12(B)(6) court must accept complaint allegations as true and draw inferences for plaintiff)
- Foster Wheeler Enviresponse, Inc. v. Franklin Cty. Convention Facilities Auth., 78 Ohio St.3d 353 (1997) (contract interpretation: give common words ordinary meaning unless contract shows contrary intent)
- Skivolocki v. E. Ohio Gas Co., 38 Ohio St.2d 244 (1974) (contract interpretation focuses on parties’ intent as evidenced by contractual language)