L.E. Lowry Ltd. Partnership v. R&R JV, L.L.C.
195 N.E.3d 544
Ohio Ct. App.2022Background
- Lowry contracted to sell ~80 acres at $44,000 per usable acre (subject to reductions for unusable acres) with a contract floor price of $3,388,000.
- Parties executed three addenda; the third (Dec. 2020) acknowledged a 3-acre dispute over "usable" acreage, closed the sale Dec. 18, 2020, and required the seller to either sue within three months of closing or waive claims.
- Lowry filed suit in Fairfield County on March 18, 2021 (within three months), dismissed that action on Aug. 3, 2021, and refiled the complaint in Licking County the same day.
- R&R moved to dismiss under Civ.R. 12(B)(6), arguing the contractual 3‑month limitation barred suit (and that the Ohio Savings Statute did not apply), and alternatively that Lowry failed to state a claim and omitted indispensable parties.
- The trial court dismissed all counts, holding the contract’s time limit barred suit and that the declaratory-judgment counts failed; on appeal the court reversed the trial court’s timeliness ruling (holding the Savings Statute applies) and reversed the dismissal of the breach claim, but affirmed dismissal of the declaratory judgment counts for lack of a showing that "speedy relief" was necessary.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether R.C. 2305.19 (the Savings Statute) applies to a contractually created limitations period | Greulich/Cero principles: prior timely-filed action that failed otherwise than on the merits preserves refiling under R.C. 2305.19; the Fairfield suit was timely | Contractual 3‑month clause reflects parties' intention; Savings Statute should not override an agreed contractual bar | Savings Statute applies to contractual limitation periods; trial court erred in finding contract barred refiling |
| Whether declaratory-judgment counts were justiciable / required speedy relief to preserve rights | Lowry: there is a present controversy about payment for the 3 disputed acres requiring declaration | R&R: no ripe, justiciable issue requiring immediate relief; declaratory relief will not preserve rights | Counts 1–3 (declaratory judgment) dismissed: plaintiff failed to plead that speedy relief was necessary, so declaratory relief was not appropriate |
| Whether breach-of-contract count (refusal to pay full price pending acreage dispute) stated a claim | Lowry: alleged R&R paid only minimum price and refused to provide/justify documentation or analyze usability as contract contemplated | R&R: breach claim depends on declaratory resolution; absent declarations claim fails | Count 4 states a viable breach claim; dismissal of breach count was reversed and matter remanded for further proceedings |
Key Cases Cited
- Greulich v. Monnin, 142 Ohio St. 113 (1943) (Ohio Supreme Court applies savings provision despite a contract's one‑year limitation; favors resolving cases on their merits)
- Cero Realty Corp. v. Am. Mfrs. Mut. Ins. Co., 110 Ohio App. 521 (1959) (Ohio appellate court applied savings statute where prior action filed within contractual time failed otherwise than on the merits)
- Arnott v. Arnott, 132 Ohio St.3d 401 (2012) (framework on justiciability and ripeness for declaratory-judgment actions; review for abuse of discretion)
- Burger Brewing Co. v. Liquor Control Comm., 34 Ohio St.2d 93 (1973) (declaratory-judgment actions require pleading that speedy relief is necessary to preserve rights)
- Greeley v. Miami Valley Maintenance Contractors, Inc., 49 Ohio St.3d 228 (1990) (standard of review for Civ.R. 12(B)(6): accept complaint allegations and review de novo)