Borkey v. J.F. Glaze Cleveland L.L.C., 18 N.E.3d 820

Borkey and Glaze Cleveland, L.L.C. entered into a 2008 sale of Jack Frost Donuts, including a non-compete.
Settlement agreement reached in January 2013 to resolve all claims stemming from the sale and to govern a real-property transfer and a non-compete.
On July 9, 2013, Borkey moved to enforce the settlement, alleging failure to execute a new non-compete and to transfer property.
Trial court found the non-compete issue moot after the parties executed a second non-compete, and crafted an equitable remedy: transfer by Jan 1, 2014 or a $500 monthly reduction in the purchase price, with further sanctions possible.
Property ultimately transferred to Borkey; Borkey appealed arguing the settlement should be enforced as written and the remedy was improper.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Did the court properly handle mootness and enforceability of the non-compete?	Borkey argues the settlement required a specific enforcement of the non-compete terms.	Glaze contends the second non-compete resolved the issue and the mootness ruling was proper.	Issue resolved moot; no reversible error; mootness supported by new agreement.
Was the court's missing-term remedy for the transfer appropriate enforcement of the settlement?	Borkey contends the remedy created by the court deviates from the agreement.	Glaze argues the remedy reasonably fills gaps to accomplish contemplated transfer.	Remedy, as crafted, reasonably filled missing terms and aligns with intended settlement.

Normandy Place Assocs. v. Beyer, 2 Ohio St.3d 102 (Ohio 1982) (preliminary agreement enforceability depends on intention and definiteness of terms)
Oglebay Norton Co. v. Armco, 52 Ohio St.3d 232 (Ohio 1990) (whether parties manifested binding intent despite missing terms must be assessed)
Litsinger v. American Sign Co., 11 Ohio St.2d 1 (Ohio 1967) (court may fill gaps to effect a fair and just result when parties intend to be bound)