2019 Ohio 55
Ohio Ct. App.2019Background
- Cooper's Excavating (defendant) issued a March 29, 2016 purchase order to S.P. Drilling (plaintiff) for "INSTALL DRILLED SHAFTS FOR EXC. BRACING" at $14,000; the PO did not specify number of holes or start date.
- Parties understood (by emails and oral communications) that eight holes were needed and that S.P. would mobilize when traffic control was in place.
- S.P. mobilized equipment to the site on Tuesday, April 5, 2016 but did not begin drilling that day and planned to return Friday; Cooper hired another subcontractor who completed the drilling the next day.
- S.P. invoiced Cooper for mobilization/profit; Cooper refused, and S.P. sued for breach of contract and unjust enrichment; Cooper counterclaimed for breach.
- After a bench trial the trial court found time for performance was of the essence (implicit in the parties’ communications), found S.P. breached by failing to start drilling on April 5, and awarded no damages to either party.
- Appellate court affirmed: it reviewed the oral findings in the transcript (S.P. had not requested written findings) and upheld the trial court’s credibility determinations and legal conclusions.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the magistrate/trial court improperly added a performance/time requirement to the contract (i.e., whether time was of the essence) | S.P.: time was not part of written or verbal agreement; PO had no timing term; no obligation to start on April 5 | Cooper: parties’ emails/phone calls and nature of the work made prompt performance/April 5 start essential; PO was the core of a larger oral agreement | Time was of the essence (implied by communications and circumstances); trial court credible; S.P. breached by not starting April 5 |
| Whether the purchase order alone controlled contract terms (e.g., number of holes) or oral communications expanded the contract | S.P.: PO constituted the contract and contained the terms | Cooper: PO was the core but oral/emails added essential terms (e.g., eight holes, timing) | PO was the core of a larger agreement; oral communications created additional, enforceable terms (e.g., eight holes and timing expectations) |
| Whether the trial court erred in factual findings absent written findings of fact and conclusions of law | S.P.: general written entry insufficient; should have demanded specific findings | Cooper: trial judge’s oral findings and transcript suffice where no written findings were requested | Appellate court examined transcript; because S.P. failed to request written findings, court presumes correct application of law and relies on transcript for basis of judgment |
| Damages entitlement from alleged breach | S.P.: seeks expectancy/mobilization damages for Cooper’s alleged breach | Cooper: denied liability; counterclaim proven but no damages | Moot on appeal because court held S.P. breached; no damages awarded to S.P.; counterclaim found but no damages for Cooper |
Key Cases Cited
- Taylor Bldg. Corp. of Am. v. Benfield, 117 Ohio St.3d 352 (Ohio 2008) (contract interpretation reviewed de novo; factual findings reviewed for supporting evidence)
- Martin v. Jones, 41 N.E.3d 123 (Ohio App. 2015) (elements of breach of contract claim and types of contracts)
- Wiltberger v. Davis, 110 Ohio App.3d 46 (Ohio App. 1996) (deference to trial court factual findings in contract disputes)
- Green, Inc. v. Smith, 40 Ohio App.2d 30 (Ohio App. 1974) (time not originally of the essence can become so by conduct of the parties)