Lakeside Produce Distrib. v. Wirtz, 2021 Ohio 505

Terrence Granzier and his wife entered a signed Collaborative Law Agreement to negotiate their divorce; the agreement stated the parties and attorneys “will work to protect the privacy, respect and dignity of all involved” and that they “pledge to comply with and to promote the spirit and written word of this document.”
Terrence (sole shareholder of Lakeside Produce) alleged counsel for his wife, Amy Wirtz, disclosed confidential divorce-related information to members of a competitor (Cabbage, Inc.), causing Lakeside business harm.
Plaintiffs originally sued for breach of contract, trade-secret misappropriation, and tortious interference; after an initial dismissal and voluntary dismissal of other claims, plaintiffs refiled solely on breach of contract based on the Agreement’s confidentiality language.
Wirtz moved to dismiss under Civ.R. 12(B)(6), arguing the Agreement contained only aspirational language (no enforceable confidentiality term) and that Lakeside lacked standing as a nonparty; the trial court granted dismissal.
On appeal, the court reviewed the Agreement (and attached addendum), examined whether its privacy language created definite contractual obligations, considered parol-evidence and statutory collaborative-law arguments, and affirmed dismissal.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether the Agreement created an enforceable confidentiality obligation	Language like “will” and “pledge” and references to protecting privacy create a binding duty to keep communications confidential	Language is general/aspirational, lacking definite, specific terms (no “shall,” no mechanisms or standards)	Agreement’s privacy language is aspirational and not a sufficiently definite, enforceable confidentiality term; claim fails on first element of contract
Whether parol evidence (oral promises) may be used to supply a confidentiality term	Court should consider Wirtz’s alleged oral assurances and collaborative-process expectations to show mutual intent	Parol evidence is barred because the written Agreement is final, unambiguous, and contains no confidentiality term	Parol evidence not permitted; the written Agreement is unambiguous in lacking confidentiality and cannot be altered by contemporaneous oral statements
Whether the collaborative-law statutory framework implies a confidentiality obligation	R.C. 3105 et seq. and the collaborative process demonstrate parties intended confidentiality	Statute allows parties to agree to confidentiality, but does not mandate it or supply absent contractual language	Statute does not create a confidentiality term here; confidentiality exists only “to the extent agreed in a signed record,” which is absent in this Agreement

Ullmo v. Gilmour Academy, 273 F.3d 671 (6th Cir. 2001) (aspirational handbook language insufficient to create enforceable contractual obligations)
Rulli v. Fan Co., 79 Ohio St.3d 374 (Ohio 1997) (vague contract language will not warrant judicial enforcement)
Kostelnik v. Helper, 96 Ohio St.3d 1 (Ohio 2002) (elements of a contract: offer, acceptance, consideration, and mutual assent)
Mr. Mark Corp. v. Rush, Inc., 11 Ohio App.3d 167 (Ohio Ct. App. 1983) (contract terms must provide basis to determine breach and remedy)
Nilavar v. Osborn, 137 Ohio App.3d 469 (Ohio Ct. App. 2000) (contract formation requires meeting of the minds and definite terms)
Galmish v. Cicchini, 90 Ohio St.3d 22 (Ohio 2000) (parol-evidence rule bars evidence that contradicts an unambiguous final written agreement)