Roberts v. Marks
2017 Ohio 1320
| Ohio Ct. App. | 2017Background
- Roberts, Marks, and Meyers were equal co-owners of MRT Leasing; Roberts sold his interest to Marks and Meyers under a purchase agreement that called for installment payments (3.5% interest).
- Marks and Meyers orally agreed that Marks would make the payments; neither knew precisely what the other had actually paid.
- Disputes over payments led to litigation: Meyers filed for judicial dissolution; Roberts sued Marks and Meyers for nonpayment and obtained summary judgment for $323,794.90 plus interest.
- Marks and Meyers reached two settlement documents in 2011 (a handwritten agreement and a later typed Settlement Agreement) that differed on indemnification details and the exact amount to be indemnified.
- First Merit Bank approved the settlement and reinstated its loan; later Roberts again sued for unpaid amounts and Meyers cross-claimed against Marks for indemnification under the settlement.
- The trial court held a bench trial, credited Meyers’ testimony that he relied on Marks’ representations about the outstanding debt, and entered judgment for Meyers against Marks for the judgment amount plus additional payments; Marks appealed alleging improper reliance on parol evidence and that summary judgment should have been granted in his favor.
Issues
| Issue | Plaintiff's Argument (Meyers) | Defendant's Argument (Marks) | Held |
|---|---|---|---|
| Whether the settlement was an integrated, unambiguous contract barring parol evidence so summary judgment for Marks was proper | Settlement was ambiguous as to indemnity amount; factual dispute existed about parties’ intent and amount, so parol evidence and hearing were appropriate | The written (typed) Settlement Agreement was a complete integration; parol evidence was inadmissible and summary judgment should have been granted | Court: Two inconsistent settlement instruments meant no single final integration; genuine factual issue existed about indemnity amount; denial of Marks’ summary judgment proper |
| Whether the trial court improperly relied on inadmissible parol evidence at the bench trial when awarding Meyers indemnification | Meyers lacked exact knowledge of the debt and reasonably relied on Marks’ representations; trial court credited that testimony and resolved credibility issues | Marks contends the court disregarded the written contract and relied on inadmissible parol evidence to fix indemnity | Court: Trial court’s factual findings were supported by competent, credible evidence; parol evidence did not improperly govern because parties did not share a precise debt figure; judgment for Meyers affirmed |
Key Cases Cited
- Kostelnik v. Helper, 770 N.E.2d 58 (Ohio 2002) (elements and enforcement of contract require meeting of the minds)
- Galmish v. Cicchini, 734 N.E.2d 782 (Ohio 2000) (parol evidence rule and its scope; written integration principle)
- Rulli v. Fan Co., 683 N.E.2d 337 (Ohio 1997) (when settlement terms are disputed an evidentiary hearing is required before entering judgment)
- Dresher v. Burt, 662 N.E.2d 264 (Ohio 1996) (summary judgment burdens and evidentiary showing required of movant)
- Murphy v. Reynoldsburg, 604 N.E.2d 138 (Ohio 1992) (summary judgment doubts resolved for nonmoving party)
- Oglebay Norton Co. v. Armco, Inc., 556 N.E.2d 515 (Ohio 1990) (intent to be bound is a factual question for the trier of fact)