Roberts v. Marks
2017 Ohio 1320
Ohio Ct. App.2017Background
- Roberts sold his interest in MRT Leasing to Marks and Meyers under a 2005 purchase agreement; Marks orally agreed to make the payments.
- By 2009 Meyers sued for dissolution; FirstMerit accelerated Southpoint’s loan and a receiver was appointed.
- Roberts obtained a judgment for unpaid purchase-price balance; parties disputed who had paid what toward that debt.
- Marks and Meyers executed two settlement documents in 2011 (a handwritten agreement and a typed Settlement Agreement) that conflicted on the scope/amount of indemnification.
- Roberts later obtained summary judgment against Marks and Meyers for $323,794.90; Meyers sought indemnification from Marks under their settlement.
- After a bench trial the trial court awarded Meyers indemnification against Marks for the judgment amount plus additional payments; Marks appealed, arguing the court relied on inadmissible parol evidence and should have granted his summary-judgment motion.
Issues
| Issue | Plaintiff's Argument (Marks) | Defendant's Argument (Meyers) | Held |
|---|---|---|---|
| Whether the typed Settlement Agreement was an integrated contract barring parol evidence so Marks was entitled to summary judgment | Settlement was complete and unambiguous; parol evidence inadmissible; no genuine issue of material fact exists | There were two conflicting instruments (handwritten and typed); parties didn’t have a single final memorial; factual dispute over terms and intent | Court denied summary judgment: factual dispute existed about indemnification amount and parties’ intent, so parol evidence issue was for trial |
| Whether the trial court improperly relied on parol evidence in entering judgment for Meyers after bench trial | Trial court ignored the integrated contract and relied on inadmissible parol evidence to set indemnification | Trial court found Meyers lacked knowledge of the precise debt and credited Marks’ representations; judge relied on witness credibility, not impermissible parol proof | Judgment affirmed: trial court’s factual findings were supported by competent, credible evidence and parol evidence did not improperly alter an integrated agreement |
Key Cases Cited
- Dresher v. Burt, 75 Ohio St.3d 280 (1996) (setting the party burdens for summary judgment in Ohio)
- Murphy v. Reynoldsburg, 65 Ohio St.3d 356 (1992) (summary judgment doubts resolved for nonmoving party)
- Kostelnik v. Helper, 96 Ohio St.3d 1 (2002) (elements required to form enforceable contract and meeting of the minds)
- Rulli v. Fan Co., 79 Ohio St.3d 374 (1997) (when settlement agreement terms are disputed, a trial court must hold an evidentiary hearing before entering judgment)
- Galmish v. Cicchini, 90 Ohio St.3d 22 (2000) (parol evidence rule principles; final written integrations exclude prior contemporaneous agreements)
- Oglebay Norton Co. v. Armco, Inc., 52 Ohio St.3d 232 (1990) (party intent to form a contract is a factual question for the trier of fact)