RotoSolutions, Inc. v. Crane Plastics Siding, L.L.C.
2013 Ohio 4343
Ohio Ct. App.2013Background
- RotoSolutions and Crane formed a 2006 contract to manufacture and package Crane's faux-stone siding; the contract required written modifications signed by both parties.
- In March 2007 Crane emailed a commitment to buy 1,500,000 square feet per year for three years from each of two ovens, establishing a potential modification.
- RotoSolutions installed two ovens and continued reliance on Crane's commitment, with Crane acknowledging ongoing purchase commitments.
- RotoSolutions alleged Crane waived the no-modification-in-writing clause through a course of conduct and related communications.
- Crane terminated the agreement in November 2011 without purchasing the additional quantity; RotoSolutions sued for breach of contract on April 30, 2012.
- The trial court granted Crane's motion for judgment on the pleadings (October 9, 2012) and denied leave to amend (December 4, 2012); RotoSolutions appealed, and the appellate court reversed and remanded.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether oral modification by course of dealing can modify a written contract. | RotoSolutions contends the letter and conduct show a valid oral modification. | Crane argues the written modification clause prevents any modification without a signed writing. | Yes; the modification claim can proceed via amended complaint. |
| Whether the trial court abused its discretion in denying leave to amend. | RotoSolutions asserts amendment would cure defects and add a viable modification claim. | Crane argues amendment would be futile given the pleadings. | Yes; denial was an abuse of discretion; permit amendment and proceed. |
Key Cases Cited
- State ex rel. Crabtree v. Franklin Cty. Bd. of Health, 77 Ohio St.3d 247 (1997) (materials attached to pleading may be considered in dismissals)
- Gawloski v. Miller Brewing Co., 96 Ohio App.3d 160 (1994) (motion to dismiss after answer; pleadings incorporated by reference)
- Franks v. Ohio Dept. of Rehab. & Corr., 145 Ohio App.3d 114 (2011) (de novo review of judgment on the pleadings)
- Lincoln Elec. Co. v. St. Paul Fire and Marine Ins. Co., 210 F.3d 672 (6th Cir. 2000) (course of conduct in modification inferences despite no-formal written change)
- Smaldino v. Larsick, 90 Ohio App.3d 691 (1993) (oral modifications binding when parties act on them and no fraud/injury)