Nexus Communications, Inc. v. Qwest Communications Corp.
953 N.E.2d 340
Ohio Ct. App.2011Background
- Nexus sued Qwest for breach of the QTAA, claiming rate changes after expiration were unlawful.
- QTAA contracted for inbound toll-free service at a discounted rate (.022/min) with a 22% QTA A discount and a one-year term.
- Initial term auto-renewed unless terminated 60 days before expiration; Nexus delivered a termination letter intending to end the QTAA.
- After March 16, 2007, Nexus attempted to negotiate a month-to-month arrangement; negotiations failed before renewal.
- Following QTAA expiration, Qwest billed at the base month-to-month rate (.044/min) and Nexus paid partial amounts; Nexus later contested charges and proceeded with litigation.
- Qwest moved for summary judgment on contract claims; Nexus cross-moved on accord-and-satisfaction; the trial court granted in part and denied in part; appellate court remanded for issues.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Post-termination base-rate governing conduct | Nexus argues QTAA base rate applies post-termination | Qwest argues base rate per month-to-month services as defined in schedule or website | Genuine issues of material fact remain; remand for rate determination |
| Existence of an implied contract for month-to-month services | Nexus contends no meeting of the minds on needed terms | Qwest contends implied contract formed via conduct | Issues of fact on meeting of the minds; remand needed to resolve contract formation |
| Accord and satisfaction viability | Payment tendered discharged the debt under UCC/Colorado statute | Tender to plaintiff’s counsel satisfied statutory requirement; no good-faith tender by Nexus | No summary judgment; tender to counsel may satisfy only if proper under statute; issues of good faith and proper tender remain for trial |
| Billing and service quality after termination | Defendant billed post-termination and provided substandard service | Billed at base rate after QTAA; service quality issues were not properly raised in the operative pleadings | As to billing, remand needed to address whether charges were proper; service-quality issues to be considered on remand |
Key Cases Cited
- Coventry Tp. v. Ecker, 101 Ohio App.3d 38 (1995) (summary-judgment standard and de novo review guidance)
- Koos v. Cent. Ohio Cellular, Inc., 94 Ohio App.3d 579 (1994) (contract formation and implied-contract analysis)
- Motorists Mut. Ins. Co. v. Columbus Fin., Inc., 168 Ohio App.3d 691 (2006) (contract formation; implied-in-fact contracts and de novo review)