Reed Elsevier, Inc. v. Carter
2017 Ohio 7513
| Ohio Ct. App. | 2017Background
- Reed Elsevier sued Julius L. Carter and his law firm (Julius L. Carter Co., LPA) for unpaid LexisNexis subscription fees; Reed sought $5,585.69.
- Parties disputed claims and counterclaims; some counterclaims were stayed due to arbitration provisions, but the nonpayment claim remained in court.
- At a May 12, 2016 court appearance the parties announced an on-the-record settlement: the LPA would pay $3,000, and the case would be dismissed with prejudice; Carter sought the release to apply only to the LPA (not him personally) but agreed to the settlement structure.
- Reed submitted a written settlement agreement containing additional release and exclusion language not expressly stated on the record; the LPA resisted signing, claiming the written document added material terms.
- The trial court held hearings, concluded the written language did not conflict with the oral terms but rather clarified inherent aspects of a release, ordered Carter (on behalf of the LPA) to sign the written agreement and pay $3,000, and later dismissed the case after compliance.
- The appellate court affirmed, holding the written agreement reasonably reflected the parties’ oral settlement and that the added language was not a material change.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the trial court erred by enforcing Reed Elsevier’s written settlement over the parties’ on-the-record oral settlement | Reed: The written agreement reflected and clarified the oral settlement; any extra language merely articulated inherent aspects of a release and excluded unrelated claims | Carter/LPA: The written agreement added material, conflicting terms (broad releases and exclusions) that were not agreed on the record and therefore cannot be enforced | Held: No error. The additional language did not change essential terms (amount, parties, dismissal with prejudice) and merely clarified the scope of the release, so the written agreement could be enforced |
| Whether the trial court improperly required Carter (as signatory) to sign the written agreement on behalf of the LPA | Reed: Signing by Carter for the LPA was consistent with the parties’ agreement that the LPA would execute the settlement and pay $3,000 | Carter/LPA: Carter should not be compelled to sign a document materially different from the oral agreement; he had agreed release would be with the LPA only | Held: No. Court found the written agreement was not materially different and properly ordered Carter to sign for the LPA |
| Whether the written settlement added new obligations affecting other contracts between the parties | Reed: Paragraphs were clarifying exclusions and did not alter settlement obligations or create new liabilities | Carter/LPA: Paragraphs 2 and 4 introduced new exclusions and preserved other claims/agreements, contrary to the oral deal | Held: No. The court treated paragraphs as articulations of inherent principles (scope of release and non-effect on unrelated contracts) and not material additions |
| Whether a court may supply or formalize omitted, less-essential terms in a written settlement reflecting an on-the-record agreement | Reed: Court may adopt and clarify less-essential terms to effectuate the parties’ clear intent to settle | Carter/LPA: Any terms not negotiated or stated should not be imposed | Held: Court may fashion less-essential terms that are consistent with the parties’ intent when the essential terms were agreed on the record; doing so here was proper |
Key Cases Cited
- Spercel v. Sterling Indus., 31 Ohio St.2d 36 (Ohio 1972) (a settlement made in court in the presence of the judge is binding)
- Continental W. Condominium Unit Owners Assn. v. Howard E. Ferguson, Inc., 74 Ohio St.3d 501 (Ohio 1996) (settlement agreements are contracts that are enforceable to terminate claims)
- Mr. Mark Corp. v. Rush, 11 Ohio App.3d 167 (Ohio Ct. App. 1983) (an agreement is enforceable if it includes the essential elements; less-essential terms can be resolved later or by the court)