2018 Ohio 3787
Ohio Ct. App.2018Background
- Sellers Jeff and Karri Schrand owned a Mt. Adams home; buyers Mike and Joseph Mezher negotiated purchase via email in Sept. 2017.
- Email chain (Sept. 29–30) showed price negotiations and culminated in sellers stating "We accept" and buyer responding "Great, I agree too," with price $982,500 and discussion of drafting a "simple contract" and earnest money.
- On Oct. 5 buyers delivered a printed "Contract to Purchase Real Estate" signed by Christine Mezher (not previously disclosed to sellers); sellers did not sign and an argument occurred; sellers assert no contract.
- Mezhers sued for specific performance and damages; Schrands moved for summary judgment arguing no enforceable contract and the statute of frauds bars enforcement.
- Trial court granted summary judgment for Schrands, finding the emails did not satisfy the statute of frauds (property description insufficient). The appellate court reversed and remanded, holding a factual dispute exists about whether the parties intended to be bound by the emails.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the Sept. 29–30 email exchange satisfied statute of frauds for sale of land | Mezher: emails identified buyer/sellers, property (subject line), price ($982,500), and included electronic signatures — so writing requirement met | Schrand: emails were negotiations only; no signed, formal contract; statute of frauds not satisfied | Issue of fact exists whether parties intended to be bound by the emails; summary judgment for Schrands reversed and remanded |
| Whether parties intended to be bound before executing formal contract | Mezher: parties manifested intent to be bound ("We accept," agreed price, plan to sign contract and deliver earnest money) | Schrand: parties contemplated later formal execution; other essential terms were unresolved; buyer identity changed on Oct. 5 form | Court: intent to be bound is a factual question; reasonable minds could differ — remand for factfinding |
| Whether Mezhers had standing given Oct. 5 contract named Christine as buyer | Mezher: complaint alleged contract formed by emails with Mike; Joseph has independent interest in neighbor's sidewalk/construction needs | Schrand: the signed document named Christine, suggesting Mike/Joseph lack standing | Court: standing argument not properly raised below and does not defeat claim; Mezhers' standing challenge lacked merit at summary judgment stage |
| Whether trial court correctly granted summary judgment to Schrands and denied Mezhers' motion | Mezher: trial court erred — genuine issue of material fact exists | Schrand: trial court correct — no enforceable contract as matter of law | Court: trial court erred in granting summary judgment to Schrands; denial of Mezhers' summary judgment was not error; remanded for further proceedings |
Key Cases Cited
- Normandy Place Assoc. v. Beyer, 2 Ohio St.3d 102 (Ohio 1982) (parties may be bound despite contemplation of a formal written agreement if intent to be bound is manifested)
- Arnold Palmer Golf Co. v. Fuqua Indus., Inc., 541 F.2d 584 (6th Cir. 1976) (question of intent to be bound is factual)
- LHPT Columbus, L.L.C. v. Capitol City Cardiology, Inc., 24 N.E.3d 712 (10th Dist. 2014) (writing satisfies statute of frauds if it identifies subject matter, establishes a contract, and states essential terms)
- Alligood v. Procter & Gamble Co., 72 Ohio App.3d 309 (1st Dist. 1991) (essential terms for land-sale contracts include parties, subject matter, consideration, quantity, and price)