Alexander Local Sch. Dist. Bd. of Educ. v. Vill. of Albany
101 N.E.3d 21
| Ohio Ct. App. | 2017Background
- In 2004 the Village of Albany passed a resolution authorizing Alexander Local School District to connect its “new school facility” on Ayers Road to the village wastewater system, referencing separate March 26, 2004 correspondence and requiring fulfillment of certain conditions (including a tap fee) within 60 days of connection.
- The school allegedly paid $95,000 and received authorization for 111 Equivalent Dwelling Units (EDUs); related letters and engineer calculations were attached to the complaint.
- In 2015 the District sought to connect a newly constructed Wellness Center to the same sewer tap; the Village denied the application citing a 2010 ordinance prohibiting sewer taps outside village limits unless the property is annexed and a 2015 ordinance requiring permits for additional facilities.
- The School sued seeking declaratory judgment, breach of contract, injunction, and mandamus, alleging the 2004 resolution (plus related communications) created contractual rights to connect and to 111 EDUs of flow.
- The trial court dismissed under Civ.R. 12(B)(6), holding the phrase “new school facility” unambiguously referred only to the 2004 renovated building and did not authorize future buildings (like the 2015 Wellness Center).
- The appellate court reversed, holding the resolution and attached documents were susceptible to multiple reasonable interpretations and the complaint plausibly alleged a contract and breach; dismissal was improper on the pleadings.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the 2004 resolution/attachments created a binding sewer-services contract | The resolution plus letters and payment show an agreement to allow connection and discharge up to 111 EDUs; the documents and conduct evidence a contract | The resolution is a legislative act, not a contract: it lacks meeting of the minds and essential terms | Court: At pleading stage, allegations and attached writings plausibly plead a contract; cannot dismiss as a matter of law |
| Whether “new school facility” unambiguously excludes post-2004 additions (the 2015 Wellness Center) | The phrase is ambiguous and can reasonably include later additions to the school facility so long as total EDUs not exceeded | The phrase plainly referred only to the facility as it existed in 2004; the 60‑day window and past‑tense wording limit authorization to that project | Court: Phrase is susceptible to more than one reasonable interpretation; ambiguity precludes dismissal |
| Whether the 60‑day provision in the resolution permanently limited connection rights to that period | District: 60 days related to resolving tap fee and conditions, not to permanently bar future connections so long as contract limits (EDUs) are respected | Village: The 60‑day window was an express expiration of authorization to connect beyond that period | Court: On the pleadings, the 60‑day clause does not unambiguously bar all future connections; factual development needed |
| Whether subsequent ordinances (2010, 2015) defeated District’s contract claim by terminating or altering rights | District: Later ordinances cannot be resolved on a motion to dismiss where reasonable dispute exists about whether a contract was formed and whether terms were breached | Village: Ordinances provided notice/authority to require annexation or new permits, effectively terminating any prior entitlement | Court: Whether Village gave reasonable notice or lawfully terminated is a factual question not resolvable on Civ.R. 12(B)(6) |
Key Cases Cited
- Slife v. Kundtz Props., Inc., 40 Ohio App.2d 179 (8th Dist. 1974) (12(B)(6) dismissal appropriate only where complaint shows plaintiff can prove no set of facts)
- O'Brien v. Univ. Community Tenants Union, 42 Ohio St.2d 242 (Ohio 1975) (standard: dismissal only when plaintiff can prove no set of facts entitling recovery)
- Volbers-Klarich v. Middletown Mgt., Inc., 125 Ohio St.3d 494 (Ohio 2010) (Civ.R. 12(B)(6) tests sufficiency of allegations; courts may consider writings incorporated into complaint)
- Aultman Hosp. Assn. v. Community Mut. Ins. Co., 46 Ohio St.3d 51 (Ohio 1989) (plain, unambiguous contractual language controls and courts need not look beyond the instrument)
- Westfield Ins. Co. v. Galatis, 100 Ohio St.3d 216 (Ohio 2003) (when contract language is unclear, extrinsic evidence admissible; ambiguity typically a fact issue for the finder of fact)