Besancon v. Cedar Lane Farms, Corp.
2017 Ohio 347
Ohio Ct. App.2017Background
- Cedar Lane Farms leased parcels A and B from the Besancons (and predecessors) under a 1986 lease with renewal options; the lease included a drawing (Exhibit B) showing a small rectangle labeled B within a larger rectangle.
- Dispute centered on whether the larger area north of the small B-box (the “North Field”) was included in parcel B and the parties’ lease rights.
- In 2006 the parties executed a “Second Lease Extension” after settling an eviction action; a transcribed settlement referred to payments of $2,400 (acknowledged in the Second Lease Extension) and an additional $3,000, but the signed Second Lease Extension did not require the $3,000.
- In 2010 Cedar Lane subleased part of the property to Touchstone for algae research; Touchstone paid Cedar Lane, and a $5,000 portion was claimed by the Besancons as owed to them.
- The Besancons sued in 2014 seeking declarations of ownership/possession of the North Field, reformation of the Second Lease Extension, and conversion; Cedar Lane counterclaimed. After bench trial the trial court: awarded the North Field to the Besancons, reformed the Second Lease Extension (to require the $3,000), declared the lease expired Jan. 31, 2016, and found Cedar Lane converted $5,000.
- On appeal this Court affirmed in part (North Field, conversion), reversed reformation of the Second Lease Extension (mutual mistake), and remanded for further proceedings consistent with the opinion.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether Parcel B includes the larger “North Field” (boundaries/possession) | Besancons: North Field was retained by them and not part of parcel B; they continuously paid taxes and farmed it. | Cedar Lane: the drawing in Exhibit B includes North Field within parcel B; summary judgment should have been granted. | Court: Drawing ambiguous; trial evidence supports that North Field was not included in parcel B; judgment awarding North Field to Besancons affirmed. |
| Whether the Second Lease Extension should be reformed for mutual mistake to include a $3,000 payment | Besancons: executed instrument omitted the parties’ true agreement; reformation is appropriate. | Cedar Lane: Second Lease Extension correctly reflects agreement; no mutual mistake. | Court: Reformation for mutual mistake requires clear and convincing proof; mistake was unilateral (Besancons failed to read document); no mutual mistake — reformation reversed. |
| Whether Cedar Lane paid all consideration to exercise option through Jan. 31, 2021 (validity of option) | Besancons: Cedar Lane did not pay the additional $3,000 required under the parties’ understanding, so option invalid. | Cedar Lane: either payment was made/was not required; trial court’s remedy was incorrect. | Court: Issues concerning the option and related remedies are rendered moot by reversal of reformation; those assignments not reached. |
| Whether Cedar Lane converted $5,000 received from Touchstone and whether punitive damages were warranted | Besancons: $5,000 was intended for them for services/consideration and Cedar Lane wrongfully withheld it; punitive damages available for actual malice. | Cedar Lane: Check was payable to Cedar Lane; payment was contingent on a longer lease (no wrongful conversion); no malice for punitive damages. | Court: Evidence showed Besancons had right to $5,000 and Cedar Lane wrongfully retained it after demand — conversion affirmed; punitive damages denied because reasonable evidence supported Cedar Lane’s belief the payment was contingent (no actual malice). |
Key Cases Cited
- Continental Ins. Co. v. Whittington, 71 Ohio St.3d 150 (mootness of summary judgment error where trial resolves disputed facts)
- Eastley v. Volkman, 132 Ohio St.3d 328 (standard for manifest-weight review)
- State v. DeHass, 10 Ohio St.2d 230 (credibility and weight of evidence for trier of fact)
- General Tire, Inc. v. Mehlfeldt, 118 Ohio App.3d 109 (reformation for mutual mistake standard)
- Frate v. Rimenik, 115 Ohio St. 11 (review standard for clear-and-convincing evidence)
- Cross v. Ledford, 161 Ohio St. 469 (definition of clear-and-convincing proof)
- Joyce v. General Motors Corp., 49 Ohio St.3d 93 (definition of conversion)
- Zacchini v. Scripps-Howard Broadcasting Co., 47 Ohio St.2d 224 (conversion principles)