716 N.E.2d 238 | Ohio Ct. App. | 1998
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David Reid Dillon, for appellants.1
Accordingly, we affirm in part and reverse in part the decision of the trial court, and we remand this case to the trial court for further proceedings consistent with this opinion.
Vargo provided funds, mainly by incurring debt on her credit card, for "building the store and buying inventory and equipment. Vargo also paid some of the Clarks' bills. On April 1, 1996, C C Grocery opened for business. Vargo and each of the Clarks spent about the same amount of time in the store. However, due to personal and/or financial, difficulties between Vargo and the Clarks, Vargo returned to Michigan in July 1996. The Clarks paid on Vargo's credit card from approximately July 1996 until March 1997. Vargo then filed an action for breach of contract.
At trial, the Clarks asserted that Vargo volunteered all of the funds she contributed to their business but also testified that they agreed to give her one third of the business. Wayne Clark testified that he never entered into a written contract with Vargo because he did not want anyone to have an interest in his land. The Clarks' home and their daughter's home also sit on the six-acre tract that they used for, the grocery. Wayne testified that the real estate (the store and the land it occupies) is worth approximately $75,000, the inventory $10,000 to $12,000, and the equipment $20,000.
Nancy testified that she and her husband borrowed approximately $22,000 from American General and $35,000 from Wayne's father to contribute to the business. The Clarks presented no other evidence of their expenses.
Vargo testified that she and the Clarks agreed that she would contribute to C C Grocery and receive fifty percent of the business in return. Vargo presented evidence of cash disbursements to the Clarks and C C Grocery and of her credit card and other debt incurred in financing the grocery.
The trial court found that the Clarks and Vargo formed a joint venture to carry out their grocery store plan, and Vargo provided funds for the business, incurring $35,081 in debt. The trial court further found that the Clarks contributed their land and Nancy contributed her "knowledge of the grocery business.
The trial court found that the assets of C C grocery include the store and land, worth $75,000, inventory worth $10,000 to $12,000, and equipment worth $20,000. The court totaled C C's assets at a value of $106,000 and found debts of $35,081.
The trial court then divided the assets and debts based upon Vargo's contention that her share equaled fifty percent jointly and severally as follows: *594
50% of Assets of $106,000.00 = $53,000.00 50% of Debts of $35,081.00 = $17,540.50 __________ Total judgment $70,540.50
The Clarks appeal the judgment of the trial court, asserting the following assignments of error:
"I. A joint venture was not created between the parties, as found by the trial court, because there was no evidence that there was a contract among the parties.
"II. Even assuming that the court was correct in holding that a joint venture existed between the parties, the trial court erred to the prejudice of appellants in holding that the real estate and other assets were assets of the joint venture and subject to division between the parties.
"III. The trial court erred in determining the losses of the alleged joint venture by failing to consider contributions made by defendants-appellants to the alleged joint venture.
"IV. The trial court erred in falling to find that defendants-appellants were not liable to plaintiff-appellee for moneys expended by her."
A finding of a joint venture depends on the facts and circumstances of each case. Kahle v. Turner (1979),
The Ohio Supreme Court defines a "joint venture" as follows:
"`An association of persons with intent, by way of contract, express or implied, to engage in and carry out a single business adventure for joint profit, for which purpose they combine their efforts, property, money, skill and knowledge, without creating a partnership, and agree that there shall be a community of interest among them as to the purpose of the undertaking, and that each *595
coadventurer shall stand in the relation of "principal, as well as agent, as to each of the coadventurers[.]'" Al Johnson Constr.Co. v. Kosydar (1975),
The major distinction between a joint venture and a partnership is that a joint venture relates to a single enterprise and a partnership relates to a continuing business. Ford at 502 — 503, 56 Ohio Op. at 412 — 413,
Generally, courts recognize three types of contracts: express, implied in fact, and implied in law. Legros v. Tarr (1989),
In order to determine whether a court can enforce a contract, a court must be able to determine the terms of the contract. Vagueness of expression, indefiniteness, and uncertainty as to any of the essential terms of an agreement prevent the creation of an enforceable contract. Rulli v. Fan Co. (1997),
Here, in light of the accompanying factors and circumstances, competent, credible evidence, supports the "trial court's finding that the Clarks and Vargo entered into a valid contract to form a joint venture.' The Clarks and Vargo *596 limited their cooperative efforts to C C Grocery. The Clarks provided the land on which to build the grocery and knowledge of the grocery business. Vargo provided capital. All three worked equally at the store.
The Clarks correctly assert that they did not agree on or ever draw salaries. However, all parties testified that they discussed the division of the grocery business. The Clarks testified that each of the members was to have one third of the grocery, while Vargo testified that she was to receive one half of the grocery. A joint venture does not require that the parties agree on salaries, only that they have an expectation in the profits. Thus, the record shows that the Clarks and Vargo discussed how they would divide the business and the profits. Their testimony conflicted as to what proportion each party would receive. From these facts, the trial court could reasonably infer that the parties intended to share in the business and its losses and gains, in equal half shares. See Kahle, supra.
Therefore, we overrule the Clarks' first assignment of error.
The intent of the parties determines what property shall be considered the property of the joint venture. See Goepper v.Kinsinger (1883),
Wayne testified that he did not enter into a formal written agreement with Vargo because he wanted to retain the six-acre tract solely as his own and he never intended to contribute it to the business. However, the Clarks wanted to use the land to build the store but lacked the necessary capital for construction. Vargo contributed the funds that the Clarks deposited into the C C Grocery account and that eventually paid for substantial portions of C C Grocery and its inventory. Vargo moved to the Clarks' property and worked in the grocery store equally with the Clarks. The Clarks and Vargo testified that they intended for Vargo to receive a portion of the store; however, they disagreed as to her percentage. Under these surrounding facts and circumstances, we find competent, credible evidence to support the trial court's finding that the Clarks *597 intended to contribute their land to the joint venture in' return for Vargo's contribution of capital.
The Clarks assert that even if competent, credible evidence supports the trial court's finding that they intended to contribute their land to the joint venture, the Statute of Frauds bars the enforcement of an oral conveyance of an interest in real estate.
Ohio's version of the Statute of Frauds states that "[n]o action shall be brought whereby to charge the defendant * * * upon a contract or sale of lands, * * * or [an] interest in [land] * * * unless the agreement * * * is in writing and signed by the party to be charged therewith or [his authorized agent]." R.C.
Here, Vargo sent the Clarks money to deposit into a "C C Grocery account at the bank. Vargo quit her job and moved from Michigan to Ohio to live with the Clarks. She provided substantial sums of money to complete C C Grocery, took part in its actual construction, and purchased inventory and equipment. The Clarks provided the real estate for the construction of the grocery and knowledge of the grocery business. Once the store opened, the Clarks and Vargo worked equally in running the store. The Clarks and Vargo built C C Grocery on the Clarks' land and paid for it largely through funds from the C C Grocery account provided by Vargo. Without Vargo's contributions and actions, the joint enterprise would not exist.
Therefore, we find competent, credible evidence that the performance of Vargo and the Clarks took the transfer of the real estate to the joint venture outside the purview of the Statute of Frauds. The property being titled only in the Clarks' name does not preclude Vargo from having an interest in the improvements if it is owned as a joint-venture asset and she has an interest in the joint venture. See State ex. rel. Ross v. O'Grady (Sept. 27, 1994), Franklin App. No. 94APD03 — 443, unreported, 1994 WL 532056, referring to R.C.
Accordingly, we overrule the Clarks' second assignment of error.
Here, however, the monetary contributions provided by Vargo to C C Grocery do not constitute "services," and, therefore, Hinkle is not applicable here. Furthermore, we found in the Clarks' first assignment of error that the Clarks and Vargo formed a joint venture through a contract implied in fact. The mere fact that the Clarks are related to Vargo does not remove their contractual obligations to her. Hinkle does not support the notion that implied-in-fact contracts cannot exist between family members. Accordingly, we overrule the Clarks' fourth assignment of error.
Accordingly, we affirm in part and reverse in part the judgment of the trial court and remand this case to the trial court for further proceedings consistent with this opinion.
Judgment affirmed in part, reversed in part and cause remanded.
STEPENSON, P.J., concurs.
HARSHA, J., concurs in judgment only.