2012 Ohio 1493
Ohio Ct. App.2012Background
- Appellee DTB Land Development, LLC entered a purchase agreement to buy the Renaissance Centre from appellant Stephen Development Company on September 17, 2008, stating the amount to be financed was to be determined.
- In December 2008, appellee terminated the agreement.
- Stephen Development filed suit for breach of contract on February 22, 2010; DTB counterclaimed for the return of a $25,000 deposit.
- The trial court granted summary judgment for DTB, holding the contract unenforceable due to the missing financing amount and the financing contingency giving DTB discretion to deem financing unacceptable.
- The Ohio Court of Appeals affirmed the trial court’s summary judgment, holding the contract unenforceable and DTB not excused from performance; the court found no genuine issues of material fact remaining.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Was the purchase agreement enforceable despite missing the financing amount? | Stephen argues lack of essential terms is not fatal; intent evidenced by contract use. | DTB argues financing amount is essential; to be determined shows no meeting of the minds. | Not enforceable; essential term missing. |
| Did the financing provision excuse DTB from performance by allowing seller to void the contract? | Stephen contends the provision allowed seller to declare void only; purchaser options exist. | DTB contends provision gives seller unilateral right to void if financing not obtained. | No; provision effectively excused performance for lack of financing and voidable at seller’s election. |
| Were there genuine issues of material fact precluding summary judgment on Stephen's claim about available financing? | Undisputed facts show financing was available to purchaser. | Financing terms and contingencies meant DTB could reject financing and terminate. | No genuine issues; summary judgment proper for DTB. |
| If any issues remained, were they material enough to defeat summary judgment under Civ.R. 56? | Any issue would preclude summary judgment. | Open terms were adequately resolved by the contingency language and evidence that 100% financing was required. | No; no material issues remained; judgment affirmed. |
Key Cases Cited
- State ex rel. Zimmerman v. Tompkins, 75 Ohio St.3d 447 (1996) (Civ.R. 56 standard; appellate review of summary judgments)
- Smiddy v. The Wedding Party, Inc., 30 Ohio St.3d 35 (1987) (summary judgment standard; same standard as trial court)
- Cleveland Elec. Illuminating Co. v. Cleveland, 37 Ohio St.3d 50 (1988) (interpret contract terms; avoid deleting words)
- Mr. Mark Corp. v. Rush, Inc., 11 Ohio App.3d 167 (1983) (essential terms; open terms may indicate no meeting of minds)