2012 Ohio 475
Ohio Ct. App.2012Background
- Bertovich sued St. John in Garfield Heights Municipal Court for breach of contract related to sale of St. John’s Maple Heights home, seeking $2,670.98 in damages.
- Purchase agreement was for $120,000 and the property was to be sold in “as is” condition; closing date was not specified.
- A Maple Heights point-of-sale inspection provision required parties to decide on who would pay for repairs, with blanks left for days to decide, later supplemented by a handwritten addendum that Bertovich would assume all costs related to the sale.
- Trial evidence showed disagreement over who would pay for repairs required by the inspection; Bertovich claimed he would pay only for driveway repair, while St. John claimed Bertovich agreed to pay all repair costs.
- St. John cancelled the inspection after Bertovich refused to pay for repairs beyond the driveway; Bertovich repudiated the agreement; Bertovich later purchased a Walton Hills home for $125,000.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Was there a meeting of the minds on who pays for repairs? | Bertovich contends the addendum and incomplete form show implied consent to Bertovich paying all repair costs. | St. John contends there was no definite agreement on payment for repairs; addendum only says Bertovich assumes costs related to the sale. | No enforceable contract due to lack of meeting of the minds. |
| Was the lack of a specific closing date fatal to enforceability? | Opening argues the closing date could be read as a reasonable time after signing. | No essential term requiring a specific closing date. | Error on closing-date issue was harmless; contract unenforceable for ambiguity on repairs. |
| Did Bertovich suffer damages despite no enforceable contract? | If a breach occurred, Bertovich would be entitled to damages. | Even if breach, Bertovich’s net costs would be no greater than what he would have paid with performance. | No damages awarded; Bertovich’s damages were not proved. |
Key Cases Cited
- Nilavar v. Osborn, 127 Ohio App.3d 1 (2d Dist.1998) (elements of breach and damages in contract actions)
- Mr. Mark Corp. v. Rush, Inc., 11 Ohio App.3d 167 (8th Dist.1983) (certainty of contract terms; ambiguity can void contract)
- Litsinger Sign Co., Inc. v. Am. Sign Co., 11 Ohio St.2d 1 (1967) (meeting of minds; contract as a whole must show clear terms)
- Park v. Acierno, 160 Ohio App.3d 117 (7th Dist.) (closing date not always essential; reasonable time may apply)
- Mercury Fin. Co., LLC v. Smith, 8th Dist. No. 87562 (2006) (damages principle: put injured party in position as if no breach)