2014 Ohio 4404
Ohio Ct. App.2014Background
- Ayreses owned a building in North Hampton, OH and leased it to the Burnetts for a July 2003-June 2006 term under a 2003 lease signed Oct 13, 2003 with base rent of $1,950.
- Rent was not paid until Feb 2004 when Burnetts began paying $1,500 per month.
- Burnetts later paid $1,650 per month from Sept 2006 to Apr 2007.
- Ayreses alleged oral modifications reduced rent but sought unpaid rent and damages.
- Trial court found modifications and awarded rent; on appeal the court limited parol evidence and rejected pre-February 2004 modification as lacking consideration, but upheld August 2006 modification with consideration.
- The appellate court reversed the trial court on pre-2004 parol-evidence, held February 2004 discussions could modify but required consideration, and found August 2006 modification supported by consideration; case remanded for further proceedings.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Parol evidence pre-2004 admissibility | Ayreses: pre-2004 conversations barred | Burnetts: some pre-written terms discuss rentals | Pre-2004 parol evidence barred; limited to post-2004 discussions |
| Consideration for February 2004 modification | Ayreses: no valid modification without consideration | Burnetts: consideration implied by continued occupancy | No sufficient consideration for February 2004 modification |
| August 2006 modification validity and consideration | Ayreses: no modification after term; no consideration | Burnetts: held over and paid $1,650 with ongoing occupancy | August 2006 modification supported by consideration; valid during holdover; remand for proceedings |
Key Cases Cited
- Bellman v. American International Group, 113 Ohio St.3d 323 (Ohio 2007) (parol evidence rule does not bar subsequent modifications or waivers by conduct)
- Star Leasing Co. v. G & S Metal Consultants, Inc., 2009-Ohio-1269 (10th Dist. Franklin Co. 2009) (parol evidence rule not applicable to post-contract modifications)
- EAC Properties v. Brightwell, 2011-Ohio-2373 (10th Dist. Franklin Co. 2011) (consideration and contract interpretation principles in lease modifications)
- Kanistros v. Holeman, 2005-Ohio-660 (2d Dist. Montgomery 2005) (oral modification requires new and distinct consideration)
- C.E. Morris Co. v. Foley Constr. Co., 54 Ohio St.2d 279 (Ohio 1978) (burden of proving consideration lies with proponent; standard of review for weight of evidence)