Campbell v. George J. Igel & Co., Inc.
3 N.E.3d 219
Ohio Ct. App.2013Background
- William M. Campbell (landowner) signed a preprinted Construction Site Agreement with George J. Igel & Co., Inc. (contractor) on June 20, 2011, granting the contractor permission to use his property as a staging area for an ODOT road project.
- The Agreement required the contractor to perform site work (embankment, topsoil replacement, grading/seed, drainage, aggregate) and included a "Lump Sum Payment $50,000.00" provision: $25,000 "at start" and $25,000 "upon completion and acceptance."
- Contractor won the ODOT project bid but chose not to use or disturb Campbell's property; it instead used state property and paid Campbell nothing.
- Campbell sued for breach of contract seeking $50,000. The trial court converted a pleading challenge to summary judgment, denied Campbell's summary-judgment motion, and granted the contractor's summary judgment, finding payment was conditioned on actual use of the property.
- The appellate court reviewed de novo, held the Agreement unambiguous and that the payment obligation was not conditioned on actual use of the property, reversed summary judgment for the contractor, and remanded for a damages hearing.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the contractor's $50,000 payment obligation was conditioned on actual use of Campbell's property | Campbell: Payment was an unconditional exchange for making the property available; "at start" and "upon completion" speak only to timing | Igel: Agreement used "permission" and payment timing language to create a condition precedent — payment due only if property was used | Court: Payment was an unconditional contractual promise; use was not a condition precedent |
| Whether parol evidence may show a condition precedent | Campbell: Written agreement is integrated and unambiguous; parol evidence inadmissible | Igel: Surrounding circumstances (no bid yet) justify parol evidence to show contingency | Court: Integration clause and clear written terms bar parol evidence to create a condition inconsistent with the writing |
| Whether plaintiff satisfied elements of breach of contract | Campbell: Performed by making property available; contractor failed to pay | Igel: Contractor argues no obligation arose absent use | Court: Contract existed; Campbell performed; contractor breached; material facts remain on damages |
| Appropriateness of summary judgment for damages | Campbell: Sought summary judgment on breach and damages | Igel: Opposed liability and damages | Court: Reversed contractor's summary judgment on liability; denied Campbell's summary judgment on damages and remanded for damages determination |
Key Cases Cited
- Smith v. McBride, 130 Ohio St.3d 51, 955 N.E.2d 954 (Ohio 2011) (summary-judgment review standard and de novo review)
- Dresher v. Burt, 75 Ohio St.3d 280, 662 N.E.2d 264 (Ohio 1996) (party moving for summary judgment bears initial burden; nonmoving party must then show genuine issue)
- Doner v. Snapp, 98 Ohio App.3d 597, 649 N.E.2d 42 (Ohio Ct. App. 1994) (elements of breach of contract claim)
- National City Bank of Cleveland v. Erskine & Sons, 158 Ohio St. 450, 110 N.E.2d 598 (Ohio 1953) (definition of breach as failure without legal excuse)
- Luntz v. Stern, 135 Ohio St. 225, 20 N.E.2d 241 (Ohio 1939) (when undisputed facts present, performance vs. breach of written contract is a question of law)