Oxford Systems Integration, Inc. v. Smith-Boughan Mechanical ServicesOxford Systems Integration, Inc. v. Smith-Boughan Mechanical Services
{¶ 1} This is an appeal and a cross-appeal from a judgment for $10,602.32, plus interest, in favor of plaintiff, Oxford Systems Integration, Inc. (“Oxford”) and against defendant, Smith-Boughan Mechanical Services, Inc. (“Smith-Boughan”).
{¶ 2} The underlying action was commenced by Oxford as a complaint on an account. Oxford alleged that it had provided Smith-Boughan with computer-related goods and services for which Smith-Boughan owed Oxford $28,416.79 that it had failed to pay. Attached to Oxford’s complaint was a “Customer Statement” indicating 13 invoices that Oxford had sent Smith-Boughan representing amounts due and unpaid, which together totaled the amount of Oxford’s demand for judgment.
{¶ 3} Smith-Boughan filed an answer denying the claim in several respects. Smith-Boughan also pleaded several affirmative defenses, including breach of contract.
{¶ 4} Smith-Boughan moved for a change of venue, arguing that the action should have been filed in Allen County, where Smith-Boughan’s business is located and the transactions at issue took place. The trial court denied the motion. The court also denied Smith-Boughan’s
{¶ 5} The matter eventually proceeded to a trial to the court. On April 6, 2004, the court filed its written judgment for Oxford. Smith-Boughan filed a timely notice of appeal. Oxford filed a timely notice of cross-appeal.
Smith-Boughan’s Appeal
FIRST ASSIGNMENT OF ERROR
{¶ 6} “The trial court erred as a matter of law by holding that breach of an express contract and an action on account are ‘a distinction without a difference.’ ”
{¶ 8} Smith-Boughan attacks the trial court’s holding, but not for its logic. Rather, Smith-Boughan argues that the holding ignores what Smith-Boughan sees as a ploy by Oxford to limit the evidence that might be offered to the particular invoices that form the account on which its complaint was founded, also avoiding the need to prove a breach.
{¶ 9}
{¶ 10} “The ‘operative facts’ or ‘operative grounds’ approach places the emphasis upon the facts of the incident or transaction out of which a claim for relief arises. Accordingly, the basic facts of the incident, transaction, or occurrence that gives rise to a clam for relief must be stated.” 1 Klein & Darling, Baldwin’s Ohio Civil Practice (2d Ed.2001) 710-711, Section 8:1.
{¶ 11}
{¶ 12} “When any claim or defense is founded on an account or other written instrument, a copy thereof must be attached to the pleading. If not so attached, the reason for the omission must be stated in the pleading.”
{¶ 13} Read together with
{¶ 14} “Civil Rule 10(C) and
{¶ 15} Unlike other Civil Rules governing pleading,
{¶ 16}
{¶ 17} The trial court’s holding reflects the fact that an underlying contract and its breach are necessary predicates to an action on an account. Smith-Boughan’s particular complaint is that the holding relieved Oxford of its burden to prove the underlying contract and its breach, Oxford not having pleaded one. We agree that the complaint was defective in that regard; Oxford pleaded only that the two parties had “engaged in a business relationship in which the Plaintiff would provide goods and/or services to the Defendants.” That ambiguity may have been a calculated effort to limit the evidence or avoid Oxford’s burden to prove a contract. Smith-Boughan’s remedy was readily available in
{¶ 18} Smith-Boughan didn’t seek
{¶ 19} The first assignment of error is overruled.
SECOND ASSIGNMENT OF ERROR
{¶ 20} “The trial court erred as a matter of law by first finding plaintiff breached its contract, but then improperly shifting the burden to defendant to prove the value of the breach, resulting in the nullification of plaintiffs breach.”
{¶ 21} The parties’ initial agreement provided that Oxford would provide Smith-Boughan a computer network assessment for a fee of $8,000. The unpaid fee was a part of Oxford’s claim on its account.
{¶ 22} The trial court did not find that Oxford had breached the agreement. Rather, the court found that the network assessment was never completed “because of ever changing modifications to Defendant’s system which changed the paper documentation. There was never credible evidence presented to the Court clearly establishing what value, if any, the network assessment had under such conditions, nor can the court say for certain that any of the network assessment which was done, but not provided, was ever billed to the Defendant. The court concludes that the Defendant did not suffer loss by this omission.”
{¶ 23} The trial court appears to have concluded that performance of Oxford’s promise to produce a network assessment was rendered impossible by the changing circumstances attributable to Smith-Boughan but that Oxford was nevertheless owed for the time it had spent and the efforts it made. The court awarded Oxford $8,000, the amount Smith-Boughan promised to pay for the network assessment.
{¶ 24} As best we can understand its contentions, Smith-Boughan complains that it was billed for a service Oxford failed to provide and that the court relieved Oxford of its burden to prove that the service was provided, shifting to SmithBoughan the burden to prove the value of the service that Oxford promised to provide. However, whether the promised service was provided is rendered immaterial by the trial court’s finding.
{¶ 25} The second assignment of error is overruled.
THIRD ASSIGNMENT OF ERROR
{¶ 26} “The trial court erred as a matter of law by finding that venue was proper in Miami County, when all activity took place in Allen County.”
{¶ 27} Smith-Boughan complains that the only connection that Miami County had with the transactions in issue is that Smith-Boughan had sent several
{¶ 28} The third assignment of error is overruled.
Oxford’s Cross-Appeal
ASSIGNMENT OF ERROR
{¶ 29} “The trial court erred as a matter of law by awarding a credit to SmithBoughan for the payment of invoices that do not form the basis of the instant litigation.”
{¶ 30} Oxford, relying on the statement of account attached to its complaint, argued that the amount it is owed by Smith-Boughan is the total of the 13 numerically identified invoices set out in the account. After hearing the evidence concerning all of their transactions, the trial court concluded that the amounts in issue were the product of three separate contracts. The court then stated:
{¶ 31} “The Court also finds there was no breach of any of the contracts.
{¶ 32} “Accordingly, it is determined the Plaintiff was entitled to $8,000.00 on the first written contract; $5,896.08 on the second written contract; and $6,436.00 on the third (oral) contract; for a total of $20,332.08. From this amount the Defendant has already paid $9,729.76 leaving a balance of $10,602.32.”
{¶ 33} The parties stipulated that Smith-Boughan had paid Oxford $9,729.96. Oxford argues on appeal that the trial court erred in crediting that amount against Smith-Boughan’s obligations because the six numerically identified invoices on which the $9,729.96 was paid are not among the 11 numerically identified invoices totaling the $20,332.08 obligation against which the credit was allowed.
{¶ 34} The trial court was not limited to the recitations in the account attached to the complaint or the invoice format on which Oxford relied in determining the parties’ obligations. The court instead viewed their dealings as the product of three contracts. The court heard evidence on the promises that were made, the services that were rendered, the payments that were made, and the amounts due. The $9,729.76 credit that the court allowed is a product of that review. The fact that the credit was not applicable to the particular invoices identified in Oxford’s pleading does not demonstrate that the court abused its discretion.
{¶ 35} The assignment of error is overruled.
{¶ 86} Having overruled the assignments of error presented in the appeal and the cross-appeal, we affirm the judgment of the trial court from which they were taken.
Judgment affirmed.