Michael A. Gerard, Inc. v. Haffke, 2013 Ohio 168

Gerard, Inc. contracted with the Haffkes for nanny placement services, charging a nonrefundable $175 search fee.
Gerard placed a candidate, Robin Powelson, who the Haffkes allegedly accepted for a nanny position at $15/hour for 36 hours per week.
Gerard charged a $2,106 placement fee on October 3, 2011, based on the referral, which the Haffkes disputed due to no use of services.
The Haffkes sought a refund of the placement fee; Gerard offered a credit for future services, and credit-card disputes ensued with bank fees involved.
A bench trial resulted in judgment for the Haffkes; the court found ambiguity in the contract regarding when the fee was due.
The court of appeals reversed, holding the placement fee due upon acceptance of the referral, and remanded for judgment in Gerard’s favor.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether the contract is ambiguous about fee timing	Gerard argues multiple clauses set the fee due upon referral acceptance.	Haffkes contend fee due only if they used the care provider's services.	Ambiguity exists; intent determines fee timing, but Gerard prevailed on remand.
What the contract’s primary intent on fee timing was	Placement fee was due when Powelson was hired or accepted by Haffkes.	Fee due only if services were used by the family.	Contract interpreted to require payment upon acceptance of the referral.

Cline v. Rose, 96 Ohio App.3d 611 (Ohio App.3d 1994) (parol evidence to determine intent in ambiguous contracts)
Hillsboro v. Fraternal Order of Police, 52 Ohio St.3d 174 (Ohio) (ambiguous contract interpretation requires examining intent)
Malcuit v. Equity Oil & Gas Funds, Inc., 81 Ohio App.3d 236 (Ohio App.3d 1992) (primary rule governs contract construction; parole evidence admissible)
ABM Farms, Inc. v. Woods, 81 Ohio St.3d 498 (Ohio) (contract interpretation and implied terms in complex agreements)