SST Bearing Corp. v. Twin City Fan Cos., Ltd.
2012 Ohio 2490
Ohio Ct. App.2012Background
- This is a contract dispute over which terms became part of the agreement for SST's bearings and Twin City's obligations.
- Twin City sent a proposed contract with a form 1-1113 and SST attached its own terms and conditions.
- SST signed the contract and included its terms; Twin City did not object to SST's terms.
- Twin City approved SST's bearings and placed installment purchase orders; SST delivered shipments.
- Twin City canceled the contract after rejecting the first shipment as allegedly defective; SST sued for breach, fees, and late charges.
- The trial court found Twin City breached, awarded SST contract price, attorney fees, and late fees, then the appellate court vacated the late fees portion.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| What terms formed the contract. | SST's terms joined the contract; Twin City did not object. | Twin City's Form No. 1-1113 terms incorporated by reference. | Contract formed on blanket PO terms; neither party's terms controlled. |
| Was Twin City's cancellation a breach? | SST performed and delivered conforming bearings. | Twin City validly cancelled for nonconformity. | Twin City breached; SST entitled to full contract price. |
| Attorney and late-fee awards | Fees allowed under SST's terms and bad-faith conduct by Twin City. | SST terms not part of contract; no fee-shifting statute. | Attorney fees affirmed for bad faith; late fees vacated as not contractually authorized. |
| Scope of damages | Recovery includes contract price, fees, and late charges. | Damages limited to actual costs per non-contract terms. | Damages awarded for breach; late fees not permitted. |
Key Cases Cited
- Brunsman v. W. Hills Country Club, 151 Ohio App.3d 718 (2003-Ohio-891) (establishes breach-of-contract elements and weight of evidence standard)
- Seasons Coal Co., Inc. v. Cleveland, 10 Ohio St.3d 77 (1984) (credibility and appellate weight of bench judgments)
- Sorin v. Warrensville Hts. Sch. Dist. Bd. of Edn., 46 Ohio St.2d 177 (1976) (American Rule exceptions for fee-shifting in contract actions)
- Keal v. Day, 164 Ohio App.3d 21 (2005-Ohio-5551) (American Rule and exceptions for attorney fees in contract actions)
- Eastley v. Vollman, 2012-Ohio-2179 (Ohio 2012) (breach-and-weight-of-evidence standard in civil cases)