Clark v. Corwin
2018 Ohio 1169
Ohio Ct. App.2018Background
- Clark sued Corwin for tortious interference; after remand the parties mediated and signed a settlement term sheet on March 23, 2016 describing a $250,000 gross settlement paid by three checks and listing core terms (release, confidentiality, non‑disparagement, payment deadlines).
- The term sheet required the defendant to draft a formal settlement agreement within specified timeframes; parties exchanged multiple drafts but could not agree on final language for certain provisions.
- Disputes focused on (1) whether the release covered Corwin only or Corwin plus his company R.W. Corwin Co., and (2) whether the ‘‘21 days thereafter’’ payment deadline ran from mediation or from full execution of the finalized agreement.
- Both parties filed competing motions to enforce; a hearing was held with testimony and documentary correspondence submitted.
- The trial court found Corwin’s interpretations supported by the record (and alternatively found the parties reached an enforceable agreement no later than May 13, 2016), granted Corwin’s motion to enforce, denied Clark’s motions for enforcement, sanctions, and interest, and ordered steps to finalize payment and a journal entry if Clark refused to sign.
- Clark appealed; the Court of Appeals affirmed, overruling six assignments of error.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the mediated term sheet created an enforceable settlement | Clark: term sheet limited release to Corwin only; she never agreed to release the company and had not received consideration for expanded terms | Corwin: term sheet and correspondence show parties intended release to include Corwin’s company; payment timing tied to execution of final agreement | Court: No error — evidence supports that release included R.W. Corwin Co.; alternatively parties reached binding agreement by May 13, 2016 |
| Whether defendant improperly added unilateral terms (confidentiality, indemnity, liquidated damages, extended payment window) | Clark: Corwin added terms post‑mediation beyond what was agreed | Corwin: drafts reflected negotiated language; parties exchanged and approved drafts; payment contingent on executed agreement | Court: There was a genuine dispute but not bad faith; terms were part of negotiations and either were agreed or later resolved; enforcement appropriate |
| Whether Clark was entitled to interest and attorney fees/sanctions | Clark: entitled to post‑settlement interest from March 23, 2016 and sanctions/fees because Corwin litigated in bad faith | Corwin: payment was not due until execution; no bad faith so fees not warranted | Court: Denied fees/sanctions (no bad faith and Clark was not prevailing party); interest not awarded from March 23 because payment was not due until signed agreement was returned |
| Whether trial court deprived Clark of due process or dismissed suit without consent | Clark: court dismissed case / deprived her of funds without due process | Corwin: court held hearing and ordered procedures to finalize settlement; no dismissal occurred | Court: No due‑process violation; hearing provided opportunity to be heard and order did not dismiss the suit at that stage |
Key Cases Cited
- Kostelnik v. Helper, 96 Ohio St.3d 1 (2002) (settlement enforceability requires reasonably certain terms; hearing appropriate when uncertainty exists)
- Rullie v. Fan Co., 79 Ohio St.3d 374 (1997) (same—terms must be reasonably certain for enforceable settlement)
- Hartman v. Duffey, 95 Ohio St.3d 456 (2002) (purpose of postsettlement interest is to compensate creditor for debtor’s use of money)
- Continental W. Condominium Unit Owners Assn. v. Howard E. Ferguson, Inc., 74 Ohio St.3d 501 (1996) (de novo review applies to questions of law in settlement‑enforcement disputes)
- Blakemore v. Blakemore, 5 Ohio St.3d 217 (1983) (abuse of discretion standard defined)