Cugini & Capoccia Builders, Inc. v. Tolani
2016 Ohio 418
Ohio Ct. App.2016Background
- In Dec. 2011 Cugini & Capoccia Builders, Inc. (CCBI) contracted with Dr. Olugbenga Tolani, Feyisayo Tolani, HG Property Holdings LLC and His Grace Medical LLC to provide architectural/design services for remodeling a commercial building for the Tolani School of Nursing.
- A separate construction contract was executed in Mar. 2012 for CCBI to perform the identified improvements.
- CCBI sued in Feb. 2014 for breach of contract and related claims, alleging unpaid amounts and bounced checks; the Tolanis counterclaimed for breach and unjust enrichment alleging defects.
- After year-long settlement negotiations, CCBI moved to enforce a settlement (filed Sept. 17, 2015); the Tolanis opposed, denying that a settlement had been reached.
- The trial court found a binding settlement existed: Appellants agreed to pay $35,000 into counsel’s trust account for release upon completion of a defined list of work items; judgment was granted in favor of CCBI for $35,000 and CCBI was ordered to complete the listed work.
- Appellants appealed only the enforcement ruling; the appellate court affirmed, concluding clear-and-convincing evidence proved the settlement and its essential terms.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether a binding settlement existed | CCBI: parties reached agreement on material terms (price, scope, deposit procedure) and acted accordingly | Tolanis: no executed written agreement; proposed addition of a cognovit note shows no meeting of the minds | Court: settlement established by clear and convincing evidence; essential terms were agreed and parties were bound |
| Whether oral/unsigned terms were too indefinite to enforce | CCBI: material terms were definite (amount, scope, deposit timing) and parties conducted themselves consistent with agreement | Tolanis: unresolved terms and unmet drafting meant no enforceable contract | Court: oral settlement enforceable where words, acts, and accepted modifications show agreement; not too vague |
| Whether trial court improperly created new contract by omitting some draft language in its judgment | CCBI: judgment mirrors the parties’ material agreement (payment and completion obligation) | Tolanis: judgment omitted certain conditional language from their proposed final draft, effectively creating a new contract | Court: judgment reflected material agreed terms; any enforcement of unperformed obligations remains available to the parties |
| Standard of proof for oral settlement | CCBI: evidence and conduct satisfy required standard | Tolanis: disputes factual sufficiency | Court: when oral, existence/terms require clear and convincing evidence — standard met here |
Key Cases Cited
- State v. Butts, 112 Ohio App.3d 683 (1996) (settlement agreements treated as contracts)
- Nilavar v. Osborn, 127 Ohio App.3d 1 (1998) (party asserting settlement bears burden to establish its existence and terms)
- Rulli v. Fan Co., 79 Ohio St.3d 374 (1997) (contracts require consideration, certainty, and meeting of the minds)
- Noroski v. Fallet, 2 Ohio St.3d 77 (1982) (meeting of the minds occurs with offer and acceptance)
- Nagle Heating & Air Conditioning Co. v. Heskett, 66 Ohio App.3d 547 (1990) (conduct and performance can constitute acceptance)
- Pawlowski v. Pawlowski, 83 Ohio App.3d 794 (1992) (oral settlement existence/terms require clear and convincing evidence)
- Kostelnik v. Helper, 96 Ohio St.3d 1 (2002) (trial court may consider words, deeds, acts, and silence to find an oral agreement)