2023 Ohio 704
Ohio Ct. App.2023Background
- Meyer Tool ordered two custom P1000 hexapods and two sealing "boots" from Mikrolar per a written purchase order after a quote; contract required cancellations in writing.
- Mikrolar delivered one hexapod in Oct 2017; Meyer Tool told Mikrolar to pause shipment of the second while it addressed integration/manpower issues.
- Mikrolar completed the second hexapod; Meyer Tool inspected in July 2018 and again instructed Mikrolar not to ship; Meyer Tool paid the remaining $45,000 in Oct 2018 (total $70,000 paid for the second hexapod and boots).
- In March 2019 Meyer Tool informed Mikrolar the program was discontinued but did not provide written cancellation; Mikrolar later no longer had the hexapod (sold or disassembled) and refused to refund.
- Meyer Tool sued in Apr 2021 for breach of contract and unjust enrichment; the trial court granted summary judgment for Meyer Tool, awarding $70,000. Mikrolar appealed.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether Mikrolar breached the contract / summary judgment proper | Meyer Tool: Mikrolar accepted payment and failed to deliver; no written cancellation; breach and damages due | Mikrolar: various defenses (contract canceled, prevented from performing, reasonable time expired, abandonment) justify nonperformance | Court: Summary judgment for Meyer Tool; breach established and $70,000 awarded |
| Whether oral statements or conduct waived the contract's written-cancellation requirement | Meyer Tool: No written cancellation; conduct (delay) did not waive writing requirement | Mikrolar: Oral notifications and Meyer’s long delay waived the written-notice clause | Court: Writing requirement is unambiguous; no clear-and-convincing waiver shown; writing required and absent |
| Whether Mikrolar was prevented from performing or excused because Meyer Tool failed to demand delivery within a "reasonable time" | Meyer Tool: Paid and never repudiated; no notice from Mikrolar treating contract as breached | Mikrolar: Meyer Tool’s delay and failure to schedule delivery prevented performance / was unreasonable | Court: Mikrolar never attempted delivery, never gave notice of cancellation; prevention/reasonable-time defenses fail |
| Whether Meyer Tool abandoned the contract or should have damages reduced under the contract’s termination/offset clause | Meyer Tool: Payment and repeated instructions to hold small that it did not abandon; clause triggers only on buyer’s written termination | Mikrolar: Meyer Tool abandoned the project; cancellation/termination clause should reduce Meyer’s recovery | Court: Payment and lack of unequivocal relinquishment show no abandonment; cancellation clause not triggered without written termination — no offset allowed |
Key Cases Cited
- Lucarell v. Nationwide Mut. Ins. Co., 97 N.E.3d 458 (Ohio 2018) (preventing-performance doctrine bars a party who caused nonperformance from relying on that nonperformance to avoid liability)
- Uebelacker v. Cincom Sys., Inc., 48 Ohio App.3d 268 (Ohio App.) (written notice requirements in contracts are enforceable absent clear waiver)
- 3637 Green Rd. Co. v. Specialized Component Sales Co., 69 N.E.3d 1083 (Ohio App. 2016) (waiver of a written-contract provision must be clear and unequivocal)
- Davis v. Suggs, 10 Ohio App.3d 50 (Ohio App. 1983) (good-faith notification required before treating a contract as breached for failure to demand performance within a reasonable time)
- White v. Pitman, 156 N.E.3d 1026 (Ohio App.) (elements of breach of contract and summary-judgment standard)
- State ex rel. Reeder v. Mun. Civ. Serv. Comm., 166 N.E.2d 264 (Ohio 1959) (abandonment requires absolute, unequivocal relinquishment)