2021 Ohio 2555
Ohio Ct. App.2021Background
- Dana (supplier to Chrysler) contracted with TACS on Aug. 23, 2016 under a written "Equipment Purchase Terms and Conditions" (base terms) to perform machinery and facility modifications at Dana’s Auburn Hills driveshaft plant for Chrysler’s Jan. 2018 Ram launch; four purchase agreements and several purchase term sheets/purchase orders were later issued.
- Dana alleged TACS repeatedly missed deadlines and performed inadequately, threatening Dana’s ability to meet Chrysler’s launch schedule; Dana issued a demand for performance (Nov. 15, 2017) and terminated the relationship in writing (Dec. 20, 2017), then hired replacements and incurred extra costs.
- Dana sued TACS for breach of contract (filed Mar. 16, 2018); TACS counterclaimed (including promissory estoppel). The case proceeded to a four-day jury trial in July 2020.
- At trial the court ruled that the contract included the terms, purchase agreements, and purchase orders; it required any contract modifications to be in writing and executed by authorized representatives, and denied Dana’s directed verdicts on breach; it granted Dana’s directed verdict dismissing TACS’s promissory estoppel counterclaim.
- The jury found TACS breached the contract; the trial court entered judgment awarding Dana $630,534.13. TACS appealed raising three assignments of error targeting the directed-verdict/modification rulings and limitations on evidence regarding adequate assurances.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| 1. Whether the trial court erred in directed-verdict rulings about which documents formed the contract | Dana: the base terms and four purchase agreements were the operative written contracts; purchase orders were not additional contract terms | TACS: trial court’s directed-verdict rulings were premature and inconsistent; purchase orders and separate purchase agreements should be treated differently | Court affirmed; TACS waived new timeliness/contract-formation arguments by not raising them below; de novo review finds TACS’s contentions meritless |
| 2. Whether the court improperly prevented evidence of oral or unsigned written contract modifications | Dana: contract’s plain terms (¶35) require written amendments executed by authorized reps; oral/unsigned mods are invalid and rightly excluded unless compliant evidence presented | TACS: should have been allowed to present evidence of oral or unsigned written modifications | Court affirmed; plain-language clause precludes oral mods and requires executed written amendments; TACS could have submitted compliant evidence but did not; related timeliness/contentions waived |
| 3. Whether the court improperly limited TACS’s evidence on adequate assurances of performance | Dana: court did not bar evidence of assurances; it only required any modification evidence to meet contract formalities | TACS: trial court limited its ability to present evidence of adequate assurances, prejudicing its defense | Court affirmed; TACS failed to raise the issue below (waiver) and the record does not show an improper exclusion |
Key Cases Cited
- Grau v. Kleinschmidt, 31 Ohio St.3d 84, 509 N.E.2d 399 (Ohio 1987) (standard of appellate review for directed verdict is de novo)
- Cawley JV, LLC v. Wall St. Recycling, LLC, 35 N.E.3d 30 (8th Dist. 2015) (arguments raised first on appeal are barred by waiver)
- Westfield Ins. Co. v. Galatis, 100 Ohio St.3d 216, 797 N.E.2d 1256 (Ohio 2003) (contract interpretation looks to plain and ordinary meaning to give effect to parties’ intent)