2018 Ohio 4508
Ohio Ct. App.2018Background
- In March 2015 Nicholas Dolder signed an employment contract to work as manager at Auto Boutique Collision and was paid a $57,000 annual salary; his employment ended in May 2016.
- The written contract also contained a "COMMISSION PAYMENTS" clause: "based on 10-25% OF SALARY of $57,000. This commission will be paid monthly on the thirtieth day of the following month." No commission payments were made.
- Dolder sued in December 2016 for breach of contract (and unjust enrichment, which he did not contest on appeal).
- Both sides moved for summary judgment; the trial court granted defendants’ motion and denied Dolder’s.
- On appeal the sole issue was whether the commission clause created an enforceable obligation or was an illusory promise lacking an objective trigger for earning commissions.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the commission clause created an enforceable right to payments | Dolder: clause required monthly commission payments of at least 10% of $57,000 (i.e., $5,700 annually paid monthly) | Defendants: clause is indefinite/illusory because it does not specify how commissions are earned | Court: clause is indefinite and illusory because it defines payment mechanics but not how a commission is earned; summary judgment for defendants |
Key Cases Cited
- Kostelnik v. Helper, 96 Ohio St.3d 1 (Ohio 2002) (essential contract elements and meeting of the minds requirement)
- Kelly v. Med. Life Ins. Co., 31 Ohio St.3d 130 (Ohio 1987) (contract interpretation seeks parties’ intent from the language used)
- Alexander v. Buckeye Pipe Line Co., 53 Ohio St.2d 241 (Ohio 1978) (ordinary meaning given to undefined words in instrument)
- Aultman Hosp. Assn. v. Community Mut. Ins. Co., 46 Ohio St.3d 51 (Ohio 1989) (parol evidence and limits on showing unexpressed intentions)
- Andreoli v. Brown, 35 Ohio App.2d 53 (Ohio App. 1973) (illusory promise doctrine: promise that leaves performance to promisor’s discretion is no promise)
- Century 21 Am. Landmark, Inc. v. McIntyre, 68 Ohio App.2d 126 (Ohio App. 1980) (contract is illusory when promisor retains unlimited right to determine extent of performance)