Frisby v. Solberg
2016 Ohio 7644
| Ohio Ct. App. | 2016Background
- Frisby and James and Elizabeth Solberg conducted transactions involving purchase, repair, and resale of antique motorcycles and parts; parties disputed whether their arrangement was a partnership or merely payments for work/parts.
- Frisby denied a partnership; the Solbergs contended they formed a partnership to split profits after restoration and sale.
- A bench trial produced conflicting testimony; the trial court found an oral contract/partnership existed, discredited Frisby (noting she offered a witness $30,000), and awarded the Solbergs $107,520.07.
- A handwritten note signed by Frisby and the Solbergs stated the Solbergs owned half of the bikes and parts and expressed Frisby’s wishes for her half of proceeds; the trial court relied on this as material evidence of partnership.
- Frisby appealed, challenging (1) manifest weight finding of a contract/partnership, (2) the damages award and failure to offset certain payments and property, and (3–4) that the judgment was not final and conversion claims were unaddressed.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Existence of an enforceable oral contract/partnership | Frisby: no partnership — she only agreed to pay for parts/work and split proceeds from unused parts, not bikes | Solberg: parties agreed to a partnership to restore and split profits; conduct and note show mutual assent | Court: affirmed partnership/finding of contract — credible evidence (including signed handwritten note and testimony) supports judgment |
| Damages and required offsets | Frisby: trial court should offset ~ $70,000 (cash/check payments, trailer value, traded items, reimbursements, and labor) against Solbergs’ award | Solberg: entitled to damages for parts purchased and labor; some claimed payments not proven and should not offset award | Court: partially agreed — rejected offsets for alleged cash/check payments and labor (insufficient proof), but ordered offsets for a $1,112.63 reimbursement check and $26,415 (traded-in items/tools and trailer), reducing award to $79,992.44 |
| Finality of judgment and conversion claims | Frisby: judgment not final/appealable because trial court did not explicitly resolve her conversion claims | Solberg: partnership created liens; much disputed property titled to Solbergs, negating conversion; trial court effectively resolved all matters | Court: judgment is final and implicitly denied conversion claims; third and fourth assignments overruled |
Key Cases Cited
- State v. Thompkins, 78 Ohio St.3d 380 (1997) (defines the manifest-weight standard and when a factfinder may have "lost its way")
- C.E. Morris Co. v. Foley Const. Co., 54 Ohio St.2d 279 (1978) (judgment will stand if supported by some competent, credible evidence on essential elements)
- Kostelnik v. Helper, 96 Ohio St.3d 1 (2002) (oral contracts are enforceable when terms are sufficiently particular and may be shown by words, deeds, acts, or silence)