Campbell v. 1 Spring, L.L.C.
2020 Ohio 3190
Ohio Ct. App.2020Background
- 1 Spring, LLC (owned by James and Samuel Horner) leased rooftop advertising rights to Lamar for $80,000/year. The Horners hired Robert Campbell (former ODOT chief of staff) by a written letter (April 2012) to obtain approval for a sign; the letter promised Campbell 10% of gross receipts ($8,000/year) for 10 years and a handwritten addendum extended a 10% payment into the subsequent term.
- The written agreement included the disputed language: "we are 'in your hands' to facilitate the proper 'permitting issues' needed for the sign with regards to the State of Ohio." The parties disagreed whether this authorized Campbell to pursue either a waiver/variance/nonconforming permit (Horners' view) or any means necessary including prompting a rule change at ODOT (Campbell's view).
- Campbell contacted ODOT officials, who revived previously drafted regulatory amendments that eliminated spacing requirements in defined "business districts." ODOT adopted amendments effective December 6, 2012 and issued the permit for the sign in December 2012; the sign generated revenue beginning in 2013.
- Trial court (on remand from a prior appellate reversal) found the contract ambiguous, concluded Campbell had broad authority under the disputed language, found Campbell performed (his involvement helped lead ODOT to amend the rules), and held appellants liable for unpaid compensation (award of $51,764.14 through June 2019 plus ongoing 10% from July 2019).
- Appellants appealed, arguing the trial court relied on extrinsic evidence improperly and that the findings were against the manifest weight of the evidence; they insisted Campbell was only retained to obtain a waiver/variance and had said he would not pursue changing Ohio law.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Meaning of "in your hands" / "permitting issues" — scope of authority | Campbell: language is ambiguous and authorized him to pursue whatever means necessary to obtain approval, including prompting ODOT rule amendments. | Horners: they intended a narrow authorization to seek a waiver/variance/nonconforming permit quickly; Campbell said he would not change law. | Court: contract ambiguous; extrinsic evidence supports broad authority for Campbell to determine method to obtain approval (no abuse of discretion). |
| Did Campbell perform under the contract? | Campbell: he engaged ODOT, revived and tracked regulatory amendments that enabled the permit; his involvement was instrumental. | Horners: Campbell was often impeached, lacked expertise to amend rules, and told them he would not pursue changing law. | Court: competent, credible evidence (including ODOT officials' testimony) supported that Campbell performed and helped facilitate the regulatory change. |
| Breach / damages — entitlement to compensation | Campbell: entitled to the contracted 10% payments and awarded damages. | Horners: challenge to trial court findings and weight of evidence; argue judgment rests on unsupported/extrinsic findings. | Court: judgment affirmed; trial court did not clearly lose its way and did not abuse discretion in interpreting ambiguous terms or weighing evidence. |
| Standard of review for contract ambiguity and factual findings | N/A — appellate court should defer to trial court on factual interpretation of ambiguous terms and manifest-weight credibility calls. | Appellants asked reversal for abuse of discretion/manifest-weight error. | Court: applied abuse-of-discretion for factfinding on ambiguous contract terms and manifest-weight deferential review; no reversible error found. |
Key Cases Cited
- Blakemore v. Blakemore, 5 Ohio St.3d 217 (1983) (defines abuse-of-discretion standard for appellate review)
- AAAA Enters., Inc. v. River Place Community Urban Redevelopment Corp., 50 Ohio St.3d 157 (1990) (explains when a decision is unreasonable or arbitrary)
- C.E. Morris Co. v. Foley Constr. Co., 54 Ohio St.2d 279 (1978) (evidentiary sufficiency and manifest-weight principles in civil cases)
- Seasons Coal Co. v. Cleveland, 10 Ohio St.3d 77 (1984) (presumption that trier-of-fact findings are correct on appeal)
- Eastley v. Volkman, 132 Ohio St.3d 328 (2012) (when evidence permits multiple constructions, appellate court should adopt the one supporting the judgment)