Tornstrom Indus. Dev. Corp. v. 123 Lyndhurst, L.L.C.
2025 Ohio 2302
| Ohio Ct. App. | 2025Background
- Tornstrom Industrial Development Corporation (TIDC) sold a storage unit facility to 123 Lyndhurst, LLC (Lyndhurst) in 2021, allowing TIDC and its relatives three months of rent-free possession of two storage units post-sale.
- Plaintiff Todd Tornstrom, through his company Pricom Asphalt Sealcoating, Inc. (Pricom), left property in and around the units beyond the allowed period; Pricom was not a party to the lawsuit.
- Lyndhurst refused to release the personal property without rent for the extended period and allegedly damaged some property during removal; TIDC and others asserted claims for negligence and conversion.
- Lyndhurst counterclaimed for breach of contract, good faith, fraud, trespass, and unjust enrichment, alleging unauthorized occupancy and property damage by plaintiffs after the permitted period.
- The trial court granted summary judgment for Lyndhurst against Todd and TIDC, finding they lacked standing because neither personally owned the property in question; certain counterclaims survived, but the plaintiffs’ claims were dismissed.
- On appeal, only the standing of Todd (as purported third-party beneficiary) was contested.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Standing: Did Todd have standing as a third-party beneficiary to sue under the purchase agreement? | Todd was an intended third-party beneficiary with post-closing rights. | Only Pricom owned the property; Todd not directly benefited; not named in contract. | Todd not an intended third-party beneficiary; lacked standing. |
| Contractual duty owed: Did Lyndhurst owe Todd a contractual duty? | If a beneficiary, Lyndhurst owed him a duty. | No express contractual duty owed to Todd individually. | No contractual duty owed to Todd. |
| Ownership of personal property: Was Todd the owner of the property implicated in the dispute? | Todd asserted ownership/control via Pricom. | Property was corporate, not Todd's personal, property. | Property belonged to Pricom, not to Todd personally. |
| Ambiguity of 'relatives' in contract: Did the term create enforceable rights for Todd? | Todd argued 'relative' included him via relationship to TIDC/ownership of Pricom. | 'Relative' is ambiguous; corporations have no relatives. | Ambiguity insufficient; Todd not covered as intended beneficiary. |
Key Cases Cited
- Zivich v. Mentor Soccer Club, Inc., 82 Ohio St.3d 367 (summary judgment standard)
- Hill v. Sonitrol of Southwestern Ohio, Inc., 36 Ohio St.3d 36 (intended vs. incidental beneficiaries of a contract)
- Adair v. Wozniak, 23 Ohio St.3d 174 (corporate injury vs. shareholder injury)
- Rhorbacker v. Citizens Bldg. Assn., 138 Ohio St. 273 (third-party beneficiary may maintain contract action if intended)