Stride Studios, Inc. v. Alsfelder, 2023 Ohio 1502

Stride Studios (landscape designer) prepared a written contract and cover letter for Bob and Debbie Alsfelder after meetings; only Bob signed the contract but Debbie was listed as a client and the cover letter was addressed to both.
Design work began Jan 2020; Stride produced plans and sent invoices: $4,262.50 (Feb invoice, later paid), $4,710.25 (June/July invoice, unpaid), and $1,240.25 (Mariemont pavilion work, unpaid).
Debbie attended multiple meetings and paid the first invoice by a check drawn on her account; both Alsfelders participated in design decisions according to Stride.
Stride sued Bob and Debbie in Hamilton County Municipal Court (Small Claims) for unpaid invoices; the Alsfelders counterclaimed seeking return of the $4,262.50.
The magistrate found an implied-in-fact contract binding on both Alsfelders, awarded Stride $4,710.25 for the residence invoice, and denied recovery on the pavilion invoice and the Alsfelders’ counterclaim; the trial court adopted the magistrate’s decision.
On appeal, this court affirmed, holding Debbie was a proper contracting party and the Alsfelders forfeited a challenge to mutual assent by failing to properly object below (and they did not press plain error).

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether Debbie could be held liable though she did not sign the written contract	Stride: Debbie is a party to the contract (listed as client), participated in meetings, and conduct shows assent — enforceable (implied-in-fact/privity).	Alsfelders: Debbie did not sign the contract; express contract language limits enforcement to signatories.	Court: Debbie was a proper party; failure to sign is not dispositive where conduct and contract language show she was a client and in privity — implied-in-fact contract enforceable.
Whether there was no meeting of the minds (no agreed concept) so Stride cannot recover	Stride: parties proceeded with design work and accepted invoices; performance confirms agreement.	Alsfelders: no mutual agreement on concept; Bob did not authorize construction drawings; thus no enforceable agreement for unpaid invoices.	Court: Issue forfeited for appellate review because Alsfelders did not specifically object to the magistrate’s factual finding below and did not invoke plain error; judgment affirmed.

Aultman Hosp. Assn. v. Community Mut. Ins. Co., 46 Ohio St.3d 51 (Ohio 1989) (clear, unambiguous written instruments are interpreted by their plain language).
Inland Refuse Transfer Co. v. Browning-Ferris Indus. of Ohio, Inc., 15 Ohio St.3d 321 (Ohio 1984) (ambiguity in a contract raises factual issues).
Foster Wheeler Enviresponse, Inc. v. Franklin Cty. Convention Facilities Auth., 78 Ohio St.3d 353 (Ohio 1997) (court must read contract as a whole and give words ordinary meaning to ascertain parties’ intent).
Grant Thornton v. Windsor House, Inc., 57 Ohio St.3d 158 (Ohio 1991) (only parties to a contract or intended third-party beneficiaries may sue on the contract).
Am. Rock Mechanics, Inc. v. Thermex Energy Corp., 80 Ohio App.3d 53 (Ohio Ct. App. 1992) (contract obligations bind only contracting parties or those in privity).
Richard A. Berjian, D.O., Inc. v. Ohio Bell Tel. Co., 54 Ohio St.2d 147 (Ohio 1978) (failure to sign a written contract does not preclude enforceability if parties act as if contract exists).
State v. Quarterman, 140 Ohio St.3d 464 (Ohio 2014) (plain-error doctrine should be invoked by the appellant; courts do not normally invoke it sua sponte).