2018 Ohio 481
Ohio Ct. App.2018Background
- AMEX sued Klaas Olsman (and Holland Investment Inc.) in two Portsmouth Municipal Court actions to collect unpaid balances on two business credit cards; the cases were consolidated.
- Cardmember Agreements and monthly statements attached to AMEX’s complaints identified Olsman as the Basic Cardmember and Holland Investment Inc. as the Company for each account.
- AMEX moved for summary judgment; Olsman filed no memorandum contra but submitted an affidavit claiming he acted only as a corporate representative and never accepted personal liability.
- The trial court granted AMEX summary judgment: Olsman personally liable for the account ending in 2000; Olsman and Holland Investment Inc. jointly and severally liable for the account ending in 4003.
- Olsman appealed pro se, contesting personal liability; he did not dispute the account creation or amounts owed.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether Olsman is personally liable under the Cardmember Agreements | AMEX: Agreements name Olsman as Basic Cardmember and bind “you and the Company” jointly and severally; use of card constitutes acceptance | Olsman: He acted only as corporate representative and never personally guaranteed the company’s debt; he did not sign an individual guaranty | Court: Olsman is personally liable under the agreement language; use and receipt of the agreement binds him even without separate signature |
| Whether summary judgment was appropriate | AMEX: No genuine issue of material fact; entitled to judgment as a matter of law based on agreement terms and supporting documents | Olsman: Raised factual dispute about personal liability via affidavit but offered no contrary contractual evidence | Court: Summary judgment proper; moving party met burden and nonmoving party failed to raise specific factual dispute |
Key Cases Cited
- Smith v. McBride, 130 Ohio St.3d 51 (Ohio 2011) (standard of review for summary judgment)
- Dresher v. Burt, 75 Ohio St.3d 280 (Ohio 1996) (moving party’s burden in summary judgment)
- DIRECTV, Inc. v. Levin, 128 Ohio St.3d 68 (Ohio 2010) (summary judgment standards)
- MBNA Am. Bank, N.A. v. Goodman, 140 P.3d 589 (Utah App. 2006) (use of card and delivery of agreement can bind cardholder under Utah law)