Town & Country Co-op, Inc. v. Sabol Farms, Inc.
2012 Ohio 4874
Ohio Ct. App.2012Background
- In 2002, Sabol Farms executed a business credit agreement with Town & Country that made Mr. Sabol personally liable for all debts incurred by Sabol Farms.
- In 2007, the grain contract required Sabol Farms to deliver 10,000 bushels of wheat to Town & Country for $4.37 per bushel between July 1 and August 31, 2008.
- In January 2009, Town & Country sued Sabol Farms, Kenneth Sabol, and William Sabol for breach of contract and related claims arising from non-delivery and related invoicing.
- Town & Country alleged it issued a cancellation notice and invoiced $15,500, alleging breach of the grain contract and debt under the business credit agreement; Sabol failed to pay.
- The trial court granted summary judgment to Town & Country, finding personal liability under the business credit agreement and that Sabol Farms and Mr. Sabol were jointly and severally liable for the invoice.
- The Ninth District reversed and remanded, sustaining the first assignment of error that the business credit agreement may be ambiguous regarding its applicability to the grain contract.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Does the business credit agreement apply to the grain contract claim? | Sabol Farms and Sabol argued the agreement is separate from the grain contract and does not extend to it. | Town & Country contends the agreement covers all debts, including those arising from the grain contract. | Issue sustained; ambiguity precluded summary judgment on applicability. |
| Does Kenneth Sabol Jr. subject himself to personal liability by signing the credit agreement in his official capacity? | Sabol argues no personal liability arising from his official-capacity signatures. | Town & Country contends the personal guarantee language makes him liable. | Moot; court did not resolve due to ruling on Issue 1. |
| Does Kenneth Sabol Jr. subject himself to personal liability by signing the commodity contract in his official capacity? | Sabol challenges personal liability arising from the grain contract signature. | Town & Country argues personal liability via signing the contract applies. | Moot; court did not resolve due to ruling on Issue 1. |
| Was discovery properly completed before summary judgment? | Sabol asserted discovery remained incomplete at the time of summary judgment. | Town & Country contends discovery issues were not controlling. | Moot; court did not resolve due to ruling on Issue 1. |
Key Cases Cited
- Dresher v. Burt, 75 Ohio St.3d 280 (Ohio 1996) (Dresher requires evidentiary burden shift for summary judgment)
- Grafton v. Ohio Edison Co., 77 Ohio St.3d 102 (Ohio 1996) (summary judgment standard; Civ.R. 56 burden-shifting)
- Temple v. Wean United, Inc., 50 Ohio St.2d 317 (Ohio 1977) (summary judgment must show no genuine issues of material fact)
- Long Beach Assn., Inc. v. Jones, 82 Ohio St.3d 574 (Ohio 1998) (contract interpretation; ambiguity governs factual inquiry)
- Lager v. Miller-Gonzalez, 120 Ohio St.3d 47 (Ohio 2008) (unambiguous guarantee interpretation; breadth of liability)