Wroblesky v. Hughley, 2021 Ohio 1063

Landlord Anthony and Frank Wroblesky leased commercial premises to tenants Renza Hughley, Jr. and Tom Dyson beginning December 1, 2017; rent was $1,750 monthly plus taxes and insurance due on the first of each month.
The lease authorized use “exclusively as a restaurant and bar” and required the tenant to procure any licenses and permits necessary for the tenant’s use.
The lease contains a force majeure clause that expressly excludes the tenant’s obligation to pay rent and other charges from being excused by governmental restrictions or other causes beyond control.
Tenants paid December 2017 rent and some later payments but defaulted; landlords sued for breach of lease and sought damages for unpaid rent, taxes, and insurance.
Tenants defended that issuance of an Ohio liquor permit was a condition precedent to enforcement and asserted defenses of frustration of purpose and impracticability due to government action; trial court granted summary judgment to landlords for $24,709.86; tenants appealed.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Condition precedent	Lease contains no condition — rent due during the lease term and tenant must obtain permits	Enforcement should be conditioned on issuance of liquor permit	No condition precedent: lease language shows rent obligations began Dec. 1, 2017 and contained no permit-contingent payment clause.
Frustration of purpose	Doctrine not applicable; lease allows restaurant use without liquor and force majeure carves out rent	Lack of liquor permit defeated the lease’s principal purpose (operating a bar)	Court declined to adopt frustration doctrine here; even if available, tenants failed to show total frustration, the lease contemplated restaurant/bar use, and risk of permit delay was allocated to tenant.
Impracticability due to government action	Parties allocated risk of permit delay to tenant via lease and force majeure carve-out	Government delay in issuing permit made performance impracticable	Impracticability defense fails: court held government interference did not excuse payment because lease placed the risk on the tenant.

Mumaw v. W. & S. Life Ins. Co., 97 Ohio St. 1, 119 N.E. 132 (Ohio 1917) (defines condition precedent and clarifies intent is determined from the entire contract)
Dresher v. Burt, 75 Ohio St.3d 280, 662 N.E.2d 264 (Ohio 1996) (summary judgment movant’s initial burden to point to evidentiary material)
Mitseff v. Wheeler, 38 Ohio St.3d 112, 526 N.E.2d 789 (Ohio 1988) (nonmoving party’s burden under summary judgment rules)
Security Sewage Equip. Co. v. McFerren, 14 Ohio St.2d 251, 237 N.E.2d 898 (Ohio 1968) (risk of obtaining governmental license rests with party contracting to render performance requiring such license)
Chef Italiano Corp. v. Kent State Univ., 44 Ohio St.3d 86, 541 N.E.2d 64 (Ohio 1989) (final-judgment and appealability principles)