Yellow Book Sales v. Beamer, 2012 Ohio 654

Beamer, an employee of Gutter Worx, signed a Yellow Book advertising contract on February 7, 2007 for Gutter Worx’s ads in Yellow Book; Beamer signed as “Authorized Signature Individually and for the Customer.”
The contract provided for Yellow Book to publish Gutter Worx ads for $947 per month for 12 months; there was a $30 billing charge as well.
Yellow Book filed suit on August 10, 2009 seeking $10,447, showing eleven months of unpaid advertising and fees; Gutter Worx was later joined and a default judgment entered against it.
A bench trial occurred on July 27, 2010; Beamer testified he did not read the contract before signing and was told the contract was standard and not to worry.
The trial court ultimately found Beamer liable for $10,447, issued August 5, 2010; findings of fact and conclusions were issued August 1, 2011; four assignments of error were raised on appeal.
The court remanded on the fourth assignment to amend the judgment to reflect joint and several liability with Gutter Worx; the judgment was affirmed in part and reversed/remanded in part.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether there was valid consideration for Beamer’s contract	Yellow Book argues consideration was exchanged via Gutter Worx’s ad; Beamer contends no benefit to him.	Beamer contends he received no consideration personally; contract should be invalid without personal consideration.	Contract valid; consideration existed via benefit to Gutter Worx and performance by Yellow Book; Beamer liable.
Whether Beamer signed in his individual capacity or only as Gutter Worx’s employee	Yellow Book contends Beamer signed individually; the contract language makes him personally liable.	Beamer asserts he signed as a representative of Gutter Worx, not in his own capacity.	Beamer signed in his individual capacity; contract language unambiguously imposes personal obligation.
Whether the contract is unconscionable (substantive or procedural)	Yellow Book argues no unconscionability; contract was standard business terms.	Beamer asserts both substantive and procedural unconscionability due to adhesion and misrepresented terms.	Contract not unconscionable; no evidence of adhesion, substantive unfairness, or procedurally unfair bargaining.
Whether Beamer and Gutter Worx are jointly and severally liable	Contract language creates joint and several liability; remand not necessary.	Liability should be joint and several but missing from judgment; remand required.	Contract creates joint and several liability; remand to amend judgment accordingly.

Carlisle v. T & R Excavation, Inc., 123 Ohio App.3d 277 (9th Dist. 1997) (formation elements; consideration burden)
Nilavar v. Osborn, 137 Ohio App.3d 469 (2nd Dist. 2000) (consideration; promisor need not receive benefit)
Owusu v. Hope Cancer Ctr. of Northwest Ohio, Inc., 2011-Ohio-4466 (3d Dist. 2011) (contract interpretation and signs; intent in contract terms)
Cheap Escape Co. Inc. v. Crystal Windows & Doors Corp., 2010-Ohio-5002 (8th Dist. 2010) (unconscionability; adhesion contract analysis; de novo review)
Lear v. Rusk Industries, Inc., 2002-Ohio-6599 (3d Dist. 2002) (adhesion contract; lack of bargaining power; exposure)
Hayes v. Oakridge Home, 2009-Ohio-2054 (Supreme Court of Ohio 2009) (substantive unconscionability factors)
Taylor Bldg. Corp. of Am. v. Benfield, 2008-Ohio-938 (Supreme Court of Ohio 2008) (unconscionability framework; procedural/substantive elements)
Preferred Capital, Inc. v. Power Engineering Group Inc., 2007-Ohio-257 (Supreme Court of Ohio 2007) (contract interpretation; reading terms; no implied waiver)