Valspar Corp. v. Nguyen
2012 Ohio 2710
Ohio Ct. App.2012Background
- Valspar sued Nguyen and WAMMO for goods and services; Nguyen signed a Personal Guaranty securing WAMMO's debt; action pursued for $47,138.58 as of June 25, 2009.
- Valspar filed for summary judgment; WAMMO was dismissed without prejudice; Nguyen remained as defendant.
- Trial court granted summary judgment in favor of Valspar on November 29, 2011; Nguyen’s counterclaim was dismissed as moot.
- Nguyen argued the guaranty was not enforceable due to unconscionability and other issues; the court considered two Assignments of Error.
- This appeal discusses enforceability of the guaranty under contract law and issues of unconscionability and waiver on appeal.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Enforceability of the Personal Guaranty against Nguyen | Valspar; Nguyen signed the guaranty; contract interpretation supports liability | Nguyen challenges enforceability on multiple grounds | Nguyen liable under the guaranty |
| Whether unconscionability voids the guaranty | Valspar maintains no unconscionability issues were raised below | Nguyen argues unconscionable terms | Review waived; unconscionability not considered on appeal due to failure to raise below |
Key Cases Cited
- Smiddy v. The Wedding Party, Inc., 30 Ohio St.3d 35 (Ohio 1987) (summary judgment standard; de novo review applied on appeal)
- Vahila v. Hall, 77 Ohio St.3d 421 (Ohio 1997) (duty to resolve genuine issues of material fact before summary judgment)
- Dresher v. Burt, 75 Ohio St.3d 280 (Ohio 1996) (standard for granting summary judgment; evidentiary burden)
- Alexander v. Buckeye Pipe Line Co., 53 Ohio St.2d 241 (Ohio 1978) (contract interpretation; plain meaning governs)
- Skivolocki v. East Ohio Gas Co., 38 Ohio St.2d 244 (Ohio 1974) (contract interpretation and guaranty principles)
- Stores Realty Co. v. Cleveland, 41 Ohio St.2d 41 (Ohio 1975) (new issues not raised below not reviewable on appeal)
- Loveland Properties v. Ten Jays, Inc., 57 Ohio App.3d 79 (Ohio App.3d 1988) (execution/validity of guaranty; writing required by statute of frauds)