Murra v. Farrauto, 85 N.E.3d 1231

Murra sued Farrauto, her husband, and Bright Star Academy alleging partnership and related claims; defendants asserted Murra was an employee, not a partner.
At the January 25, 2016 trial setting the parties put an agreement on the record: defendants would pay $35,000 within 30 days and $20,000 in additional quarterly payments over 36 months; plaintiff would dismiss with prejudice (except enforcement of payments).
The court issued a Notice of Settlement requiring counsel to prepare an entry; counsel exchanged drafts but could not agree on language — plaintiff’s draft added terms (interest/penalties and a new payee) not stated on the record.
Communications broke down and plaintiff moved to enforce the oral settlement as stated on the record, alleging defendants had repudiated by demanding additional terms.
After a conference and submission of competing entries, the trial court found defendants’ draft did not conflict with the record terms, filled in nonessential payment and release details, and entered a settlement (detailing payment schedule, mail/payee instructions, mutual release, and retention of jurisdiction).
Plaintiff appealed, arguing the court improperly allowed defendants to repudiate the on-the-record agreement and adopted terms never agreed to by plaintiff.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether defendants repudiated the oral on-the-record settlement	Murra: the on-the-record agreement was binding; any later added terms were unilateral repudiation and the court erred by adopting them	Farrauto: no repudiation; parties negotiated wording and requested court to resolve nonessential details	Court: no evidence of clear, unequivocal repudiation; basic economic terms were agreed and court permissibly supplied nonessential details to effectuate the settlement
Whether the trial court could fashion and enter additional settlement terms	Murra: court substituted terms never proposed or accepted, prejudicing him	Farrauto: court may adopt reasonable, nonconflicting provisions to avoid ambiguity and effectuate parties’ intent	Court: where parties intended to be bound, trial court may fill in less-essential terms; the entry mirrored the record and added boilerplate/payment mechanics, so no error

Continental W. Condominium Unit Owners Assn. v. Howard E. Ferguson, Inc., 74 Ohio St.3d 501 (1996) (settlement agreements are contracts and enforceable if they include essential elements)
In re All Kelley & Ferraro Asbestos Cases, 104 Ohio St.3d 605 (2004) (standards for when courts may enforce settlements)
McDonald v. Bedford Datsan, 59 Ohio App.3d 38 (Eighth Dist. 1988) (repudiation must be clear and unequivocal; mere request for change not necessarily repudiation)
Mr. Mark Corp. v. Rush, Inc., 11 Ohio App.3d 167 (1983) (an agreement is enforceable if it contains the essential elements; less-essential terms can be resolved later)
Litsinger Sign Co. v. American Sign Co., 11 Ohio St.2d 1 (1967) (courts may supply omitted provisions necessary to effectuate parties’ intent)