Quitifan v. Shafiq, 70 N.E.3d 43

In Jan. 2011 Khalil (for plaintiffs) signed a written "Intent to Purchase" purportedly to buy the Fuel America gas station/business at 2676 Cleveland Ave. for $270,000 plus BUSTR and other reasonable costs; a $5,000 deposit was paid and another $15,000 payment followed.
The letter of intent identified the business and street address, stated closing would occur within 30 days after R&R purchased the property from a receiver, and required the buyer to sign a fuel supply agreement.
R&R (and related entities owned by Ranjit and Rachpal Takhar) purchased the property from the receiver on March 24, 2011 but did not convey it to plaintiffs; plaintiffs continued to operate under lease until being locked out in Feb. 2013.
Plaintiffs sued for breach of contract, specific performance, and anticipatory breach; both sides moved for summary judgment. The trial court granted summary judgment to defendants, holding the letter violated the statute of frauds and was not an enforceable contract.
On appeal the Tenth District reversed: it held the writing sufficiently identified the real property and stated essential terms with reasonable certainty, so summary judgment for defendants on statute-of-frauds grounds was erroneous; claims (including specific performance and anticipatory breach) were remanded for further proceedings.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether the written "Intent to Purchase" satisfied the statute of frauds for sale of real property	The letter (with address and references to "the property") is a signed memorandum identifying subject matter and essential terms, so it is enforceable	The document is merely an intent to negotiate, vague about costs, and unenforceable because R&R did not yet own the property	Reversed trial court: the writing identified the property and stated price and cost allocation with reasonable certainty; statute of frauds defense fails at summary judgment
Whether plaintiffs presented evidence of anticipatory breach (readiness to perform and repudiation)	Khalil had funds (bank statement showing deposit) and was ready to close; defendants refused to sell, demanded higher price, and missed the agreed closing window	Defendants asserted plaintiffs lacked funds and did not show willingness to assume BUSTR liability; defendants characterized communications as repudiation by plaintiffs	Reversed trial court: defendants’ factual bases failed to negate plaintiff evidence and relied on irrelevant timing assumptions; summary judgment for defendants on anticipatory-breach grounds was improper and issues must be decided below

Hudson v. Petrosurance, Inc., 127 Ohio St.3d 54 (standard of review for summary judgment)
Sinnott v. Aqua-Chem, Inc., 116 Ohio St.3d 158 (summary judgment standard)
Hummel v. Hummel, 133 Ohio St. 520 (unenforceability of agreements that violate statute of frauds)
Oglebay Norton Co. v. Armco, Inc., 52 Ohio St.3d 232 (imposing a reasonableness presumption for missing price terms)
N. Coast Cookies, Inc. v. Sweet Temptations, Inc., 16 Ohio App.3d 342 (memorandum sufficient if it identifies subject matter, establishes a contract, and states essential terms)
Preston v. First Bank of Marietta, 16 Ohio App.3d 4 (price need not be specifically stated to be enforceable if reasonably certain)