Sabatine BK Dev., L.L.C. v. Fitzpatrick Ents., Inc.
2017 Ohio 805
| Ohio Ct. App. | 2017Background
- Fitzpatrick owns Thursday’s Plaza; tenants have non-exclusive parking and access to common driveways.
- Macaroni Grill leased an outlot (approx. 6,800 sq ft building on ~0.54 acres). Lease expired 2014; Fitzpatrick marketed the site.
- Sabatine (buyer) submitted a purchase offer referencing an attached “Exhibit A” replat but did not attach it; offer contemplated a mutually agreeable replat.
- Fitzpatrick prepared and attached a Cooper & Associates replat depiction showing a larger ~0.75-acre parcel, signed a counteroffer including a permanent non‑exclusive access/parking easement, and sent it to Sabatine.
- Sabatine rejected that counteroffer and later proposed materially different terms (exclusive parking, different parcel splits); Fitzpatrick withdrew its counteroffer and sued for declaratory judgment that no enforceable contract existed. The trial court granted Fitzpatrick judgment; Sabatine appealed.
Issues
| Issue | Plaintiff's Argument (Fitzpatrick) | Defendant's Argument (Sabatine) | Held |
|---|---|---|---|
| Whether Sabatine was entitled to a jury trial | Action seeks primarily equitable relief (specific performance); no right to jury | Sabatine argued it had a right to jury on its counterclaims for damages | Court: No jury right; equitable relief (specific performance) dominated the counterclaim |
| Whether parties formed an enforceable contract for sale of the property | No — no meeting of the minds; essential term (precise land to be conveyed) was not agreed | Yes — purchase offer, counteroffer, and conduct established a binding agreement | Court: No contract; essential term (property boundaries) lacked sufficient certainty |
| Whether the referenced replat/Exhibit A created a condition precedent | The replat requirement was a condition precedent; it never became mutually agreed, excusing performance | Sabatine argued parties had reached terms and Fitzpatrick improperly terminated | Court: Replat language was a condition precedent; failure to obtain mutual agreement discharged obligations |
| Whether Fitzpatrick negotiated in bad faith / prematurely terminated | Fitzpatrick permissibly withdrew its counteroffer after Sabatine rejected material terms | Sabatine argued Fitzpatrick acted in bad faith and prematurely terminated the agreement | Court: No bad faith / premature termination; denial of Sabatine’s summary judgment and claims affirmed |
Key Cases Cited
- Pyromatics, Inc. v. Petruziello, 7 Ohio App.3d 131 (1983) (equitable relief with incidental damages does not entitle parties to jury trial)
- Quarto Mining Co. v. Litman, 42 Ohio St.2d 73 (1975) (specific performance is an equitable remedy)
- Kostelnik v. Helper, 96 Ohio St.3d 1 (2002) (elements required to form a contract)
- Episcopal Retirement Homes, Inc. v. Ohio Dep't of Indus. Rel., 61 Ohio St.3d 366 (1991) (mutual assent and definiteness required to prove contract)
- Foster v. Ohio State Univ., 41 Ohio App.3d 86 (1987) (an acceptance that changes terms is a counteroffer)
- Schmidt v. Weston, 150 Ohio St. 293 (1948) (land-sale contracts must identify the land with certainty)
- H & C Ag Servs., L.L.C. v. Ohio Fresh Eggs, L.L.C., 41 N.E.3d 915 (2015) (reserving an essential term for future mutual agreement renders the contract unenforceable)