Campbell v. 1 Spring, L.L.C., 2019 Ohio 623

1 Spring, LLC (owned by James and Samuel Horner) leased rooftop advertising space to Lamar for $80,000.04/year for 10 years; Lamar had a 10-year extension option.
Before the lease, 1 Spring obtained local approval but learned ODOT rules likely barred the sign unless existing nearby advertising was acquired or rules were changed; ODOT indicated a rule change might be possible.
1 Spring retained Robert W. Campbell (former ODOT chief of staff) by a short written agreement: Campbell would be paid 10% of gross receipts ($8,000/year) for the initial 10-year term and 10% of the negotiated annual amount for the subsequent 10 years; the letter stated 1 Spring was "in your hands" to facilitate the proper "permitting issues" with the State of Ohio.
Campbell met with ODOT officials and others, participated in efforts that culminated in a rule change and issuance of a permit; Lamar began paying rent in Sept. 2013.
Campbell sued in Oct. 2015 for breach of contract, promissory estoppel, and unjust enrichment claiming he was not paid; the trial court found a binding written contract, that Campbell performed, and awarded damages plus 10% of future rent under the contract.
On appeal, the defendants argued the trial court applied the wrong legal standard in finding the contract unambiguous, refused to consider course-of-performance evidence, and improperly awarded unjust enrichment despite an express contract.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether the written agreement was ambiguous	Campbell: Agreement clearly required him to secure permitting by any lawful means and he performed those duties	Horners: Key phrases ("in your hands," "permitting issues") are ambiguous and meant only to cover obtaining an ODOT waiver/permit, not rule changes	Reversed and remanded: trial court appears to have relied on extrinsic evidence when declaring the contract unambiguous; court must reapply correct legal standard and determine ambiguity from four corners before considering extrinsic evidence
Whether extrinsic evidence (course of performance) could be considered in contract interpretation	Campbell: Court properly found contract not ambiguous and need not consult extrinsic evidence	Horners: Court improperly excluded course-of-performance evidence when construing the contract	Moot on remand: because ambiguity determination was incorrectly handled, this issue is rendered moot pending proper ambiguity analysis
Whether unjust enrichment claim could stand alongside an express contract	Campbell: Equitable relief appropriate if contract did not fully cover the dispute	Horners: Unjust enrichment inappropriate where an express contract governs the subject matter	Moot on remand: because contract validity/interpretation must be re-evaluated, unjust enrichment issue is remanded with the case

Covington v. Lucia, 151 Ohio App.3d 409 (Ohio Ct. App. 2003) (contractual language is ambiguous only when meaning cannot be determined from the four corners or is reasonably susceptible to multiple interpretations)
Potti v. Duramed Pharmaceuticals, Inc., 938 F.2d 641 (6th Cir. 1991) (quoted for the proposition on ambiguity and contractual interpretation)