Americana Invest. Co. v. Natl. Contracting & Fixturing, L.L.C.
2016 Ohio 7067
| Ohio Ct. App. | 2016Background
- National Contracting & Fixturing (National) contracted with Lowe's (2010) to install customer-purchased flooring as an independent contractor; the written contract did not obligate Lowe's to provide work and barred oral modifications and certain expenses.
- In early 2014 Lowe's selected National as one of two installers for central Ohio, conditioned on National relocating to a larger Grove City facility; Lowe's field manager Vaughn inspected and approved the facility and provided a supporting letter to the landlord, Americana Investment Co.
- National signed a three-year lease with Americana, moved into the Grove City site, and began performing as one of Lowe's two installers.
- In July 2014 Lowe's abruptly terminated its relationship with National; National vacated the leased premises and later was sued by Americana for breach of lease.
- National filed a third-party claim against Lowe's for promissory estoppel, alleging reasonable reliance on Lowe's oral promise to make it one of two installers and seeking recovery for lease-related losses.
- The trial court granted summary judgment to Lowe's; National appealed, arguing disputed material facts precluded summary judgment. The appellate court affirmed.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether promissory estoppel can be invoked when an express written contract governs the parties' relationship | National: Lowe's oral promise induced reasonable detrimental reliance; promissory estoppel should apply | Lowe's: An enforceable written contract governs; promissory estoppel cannot supplant or remake an express contract | Court: Existence of an enforceable written contract bars promissory estoppel on the same subject matter |
| Whether an oral promise by Lowe's modified the written contract to create enforceable rights | National: Oral promise made clear modification; reliance and performance rendered it enforceable | Lowe's: Contract contains an anti-oral-modification clause prohibiting oral changes | Court: Even if oral modification could be enforced via reliance, National did not plead breach of the written contract; modification would not alter Lowe's non‑liability for installer expenses |
| Whether Lowe's is liable for National's lease-related expenses (security deposit, improvements, rent) | National: Damages flowed from Lowe's promise and its termination | Lowe's: Contract expressly disclaims obligation for installer expenses and allowed offering work to others; no basis for recovery | Court: The contract’s expense-allocation clause leaves National bearing expansion risks; Lowe's not liable for those losses |
| Whether genuine issues of material fact precluded summary judgment | National: Disputed facts about promises and reliance exist | Lowe's: No legal theory supports National’s recovery given the contract terms | Court: No genuine issue of material fact that defeats Lowe's entitlement to summary judgment; judgment affirmed |
Key Cases Cited
- Hudson v. Petrosurance, Inc., 127 Ohio St.3d 54 (summary judgment standard and de novo review)
- Sinnott v. Aqua-Chem, Inc., 116 Ohio St.3d 158 (standard for summary judgment)
- Olympic Holding Co., L.L.C. v. Ace Ltd., 122 Ohio St.3d 89 (promissory estoppel as quasi-contractual remedy)
- Baumgardner v. Bimbo Food Bakeries Distrib., 697 F.Supp.2d 801 (where enforceable express contract exists, no quasi-contract fashioning)
- Right-Now Recycling, Inc. v. Ford Motor Credit Co., LLC, [citation="644 F. App'x 554"] (existence of express contract precludes promissory estoppel recovery)