2020 Ohio 1470
Ohio Ct. App.2020Background
- North Side Bank & Trust (NSBT) obtained judgment against debtor Trinity Aviation and sought to liquidate airplane parts pledged as collateral stored in "Building 13."
- Transportation Planning, Inc. (TPI) marketed the parts; Arlington Heights Recycling (A&A Recycling) inspected the inventory and submitted per‑pound bids for two phases of materials, offering a $20,000 deposit.
- A&A removed Phase I materials and, after bidding on Phase II, submitted emails on July 13 outlining per‑pound prices, removal plans, and the deposit; TPI/NSBT replied July 14 accepting the bid terms.
- A receiver was later appointed; NSBT and the receiver argued no enforceable sale existed because assets were commingled and some items had been moved, and the trial court found no "meeting of the minds."
- A&A (with HRG and Induspro) sued for contract enforcement and, after the trial court denied contract relief, obtained an unjust‑enrichment award for moving/storage; the appellate court reviewed whether the emails formed a contract and whether unjust enrichment survived.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the July emails created an enforceable contract for the sale of metals from Building 13 | Emails were a valid offer/acceptance with essential terms (price per pound, "all material" in Building 13, $20,000 deposit) — contract formed | No meeting of the minds; writings lacked definite quantity/subject because inventory was commingled and some items were relocated | Court held the emails constituted a valid written contract (offer, acceptance, consideration); reversed trial court on that issue |
| Whether the quantity/definiteness requirement (statute of frauds) was satisfied given commingled/moved goods | Offer covered "all material" at Building 13 and per‑pound pricing gave sufficient definiteness; statute of frauds met via writings | Lacked the required certainty (quantity/description) and relocation/commingling made subject matter indeterminate | Court held terms were sufficiently definite for enforcement; later relocation affects proof of scope but does not defeat contract formation |
| Whether an unjust‑enrichment award can stand if a contract exists | A&A sought unjust enrichment for moving/storage if contract failed; alternatively claimed equitable relief for any non‑contracted inventory | NSBT argued unjust enrichment is barred where an express contract governs the subject matter | Court vacated the unjust‑enrichment award because the parties have an enforceable contract; unjust enrichment may remain only for inventory not covered by the contract (e.g., items outside Building 13) |
Key Cases Cited
- Linder v. Am. Natl. Ins. Co., 155 Ohio App.3d 30 (1st Dist. 2003) (distinguishes express, implied‑in‑fact, and quasi‑contracts)
- Reedy v. Cincinnati Bengals, Inc., 143 Ohio App.3d 516 (1st Dist. 2001) (elements of a valid contract: offer, acceptance, consideration; meeting of the minds)
- Kostelnik v. Helper, 96 Ohio St.3d 1 (Ohio 2002) (lists essential contract elements and mutual assent requirements)
- Alligood v. Procter & Gamble Co., 72 Ohio App.3d 309 (1st Dist. 1991) (essential terms include subject, parties, price, and quantity; courts may supply nonessential omissions)
- Episcopal Retirement Homes, Inc. v. Ohio Dep't of Indus. Relations, 61 Ohio St.3d 366 (Ohio 1991) (no contract when writings lack necessary plans/specifications and essential terms)
- Ullmann v. May, 147 Ohio St. 468 (Ohio 1947) (unjust enrichment not available where an express contract governs the same subject)
- McSweeney v. Jackson, 117 Ohio App.3d 623 (4th Dist. 1997) (acceptance is manifestation of assent; conduct can constitute acceptance)
- First Natl. Bank of Omaha v. iBeam Solutions, L.L.C., 61 N.E.3d 740 (2016) (statute of frauds requires writing containing essential terms; writing need not be precise)