Cafaro-Peachcreek Joint Venture Partnership v. Spanggard, 2022 Ohio 4468

Cafaro-Peachcreek Joint Venture Partnership (Cafaro) licensed retail unit 410 at Millcreek Mall to Jill Spanggard (doing business as Vapor Guy) for 14 months beginning November 2019; agreement required use as an e-cigarette retail store and included rent/marketing/trash charges but no force majeure clause.
On March 16, 2020, the Pennsylvania governor ordered closure of nonessential businesses; Cafaro notified tenants the mall would close and, according to Spanggard, denied her access and locked entryways that day.
Spanggard’s associate returned possession of the unit to Cafaro on May 4, 2020; Spanggard alleges she was later allowed to retrieve property; the mall reopened June 26, 2020.
Cafaro sued in September 2020 for unpaid charges; Spanggard counterclaimed for wrongful eviction, breach of quiet enjoyment, and related claims.
The trial court initially denied Cafaro’s summary judgment motion, then later granted summary judgment to Cafaro on breach and counterclaims and awarded $18,513.67 in damages.
On appeal, the Eleventh District reversed the summary judgment and damages award, finding genuine factual disputes about whether Cafaro performed its contractual obligations and remanded for further proceedings.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether trial court correctly granted summary judgment for breach of contract	Cafaro argued Spanggard breached by vacating and owed unpaid charges; summary judgment proper	Spanggard argued Cafaro first breached by denying access and thus did not perform	Reversed: genuine issues of material fact exist about Cafaro’s performance; summary judgment improper
Applicability of frustration-of-purpose doctrine to excuse performance	Cafaro argued doctrine inapplicable	Spanggard argued COVID closure frustrated the contract’s purpose	Court: doctrine not adopted by this district; trial court did not err in rejecting it
Whether equitable relief/force majeure could suspend obligations	Cafaro relied on contract terms; no force majeure clause exists	Spanggard urged equitable suspension of obligations while mall was closed	Court: issue waived on appeal and, in any event, no contractual force majeure to invoke; no error in declining to "balance equities"
Damages and contractual post-judgment interest	Cafaro sought $42,644.26 plus 18% post-judgment interest; trial court awarded $18,513.67 without explicit contractual interest	Spanggard challenged amount and timing of many charges	Because summary judgment reversed, damages award and interest issue rendered moot and remanded for further proceedings

Wroblesky v. Hughley, 169 N.E.3d 709 (11th Dist. 2021) (refused to adopt frustration-of-purpose doctrine)
Mosher v. Cook United, Inc., 405 N.E.2d 720 (Ohio 1980) (license defined as permission to use another’s land without estate)
Chemtrol Adhesives, Inc. v. American Manufacturers Mutual Insurance Co., 537 N.E.2d 624 (Ohio 1989) (parties free to allocate commercial risks by contract)
Haverhill Glen, LLC v. Eric Petroleum Corp., 67 N.E.3d 845 (7th Dist. 2016) (discussion of force majeure and its contractual nature)
Sentinel Consumer Prods., Inc. v. Mills, Hall, Walborn & Associates, Inc., 673 N.E.2d 967 (Ohio App. 1996) (conflicting evidence about first breach should be for jury)
Di Renzo v. Cavalier, 135 N.E.2d 394 (Ohio 1956) (license vs. lease decided by parties’ intent)