H & C AG Servs., LLC v. Ohio Fresh Eggs, LLC

• Decision Date: 14 September 2015
• Docket Number: No. 6–15–02.,6–15–02.
• Court: Ohio Court of Appeals
• Parties: H & C AG SERVICES, LLC, d.b.a. LandTech Co., Plaintiff–Appellee/Cross–Appellant, v. OHIO FRESH EGGS, LLC, et al., Defendants–Appellants/Cross–Appellees.

41 N.E.3d 915

H & C AG SERVICES, LLC, d.b.a. LandTech Co., Plaintiff–Appellee/Cross–Appellant

v.OHIO FRESH EGGS, LLC, et al., Defendants–Appellants/Cross–Appellees.

No. 6–15–02.

Court of Appeals of Ohio, Third District, Hardin County.

Sept. 14, 2015.

John C. Albert, Columbus, for Appellant/Cross–Appellee, Ohio Fresh Eggs, LLC.

Douglas R. Cole, Columbus, for Appellant/Cross–Appellee, Trillium Farm Holdings, LLC.

Terrence G. Stolly, Bellefontaine, for Appellee/Cross–Appellant.

OPINION

PRESTON

, J.

{¶ 1} Defendants-appellants/cross-appellees, Ohio Fresh Eggs, LLC (“OFE”) and Trillium Farm Holdings, LLC (“Trillium”), appeal the November 12, 2014 and January 20, 2015 judgment entries of the Hardin County Court of Common Pleas entering judgment on the jury's verdict and denying their motions for judgment notwithstanding the verdict following a jury trial, respectively. Plaintiff-appellee/cross-appellant, H & C Ag Services, LLC, d.b.a. LandTech Co. (“LandTech”), appeals the January 20, 2015 judgment entries of the Hardin County Court of Common Pleas denying LandTech's motion for judgment notwithstanding the verdict and denying its motion to certify the judgment as a joint and several, total damage award. For the reasons that follow, we reverse.

{¶ 2} This case stems from a dispute concerning the rights to remove chicken manure from egg-laying facilities in Hardin County, Ohio. (See Doc. No. 17). After initially filing a complaint on August 23, 2013, LandTech, on September 27, 2013 and with leave of court, filed its first amended complaint. (Doc. Nos. 1, 17). In its first amended complaint, LandTech asserted a total of ten counts. Four counts were against both OFE and Trillium: Count One of breach of a July 1, 2006 written contract titled, “Ohio Fresh Eggs, LLC Contractor Outsourcing Agreement” (the “Agreement”); Count Three of breach of a contract for manure brokering; Count Four of breach of a “2012 Manure Implied–in–Fact Contract”; and Count Five of promissory estoppel. (Doc. No. 17). Against Trillium only, LandTech asserted five counts: Count Two of “Breach of 2011 Implied in Fact Contract”; Count Six of tortious interference with contractual relations; Count Seven of tortious interference with business relations; Count Eight of negligent misrepresentation; and Count Nine of fraud. (Id. ). Against OFE only, LandTech asserted Count Ten of respondeat superior. (Id. ).

{¶ 3} On October 1, 2013, LandTech filed a motion for an ex parte temporary restraining order and a preliminary injunction. (Doc. No. 20).

{¶ 4} On October 2, 2013, OFE filed its answer, and Trillium filed its answer and counterclaim. (Doc. Nos. 29, 21). Trillium's counterclaim against LandTech included: Count One of declaratory judgment; Count Two of tortious interference with contractual relationship; and Count Three of tortious interference with business relations. (Doc. No. 21). Also on October 2, 2013, Trillium filed a memorandum in opposition to LandTech's motion for an ex parte temporary restraining order and a preliminary injunction. (Doc. No. 24).

{¶ 5} The trial court denied LandTech's ex parte motion for a temporary restraining order, but it held a hearing on October 3, 2013 concerning LandTech's request for a preliminary injunction. (Doc. No. 31); (Oct. 3, 2013 Tr. at 2). On October 14, 2013, the trial court filed an entry denying LandTech's motion for a preliminary injunction. (Doc. No. 36).

{¶ 6} On October 16, 2013, LandTech filed a reply to Trillium's counterclaim. (Doc. No. 37).

{¶ 7} On August 28, 2014, Trillium and OFE each filed a motion for summary judgment on all of the counts against each in LandTech's first amended complaint. (Doc. Nos. 93, 94).

{¶ 8} On September 11, 2014, LandTech filed a notice of voluntary dismissal of Counts Two through Ten of its first amended complaint, leaving only Count One. (Doc. No. 95). That same day, LandTech filed a combined memorandum in opposition to Trillium's and OFE's motions for summary judgment. (Doc. No. 96).

{¶ 9} On September 18 and 19, 2014, Trillium and OFE, respectively, each filed a reply memorandum in support of its motion for summary judgment. (Doc. Nos. 103, 104).

{¶ 10} On September 29 and 30, 2014, Trillium and OFE, respectively, each filed a “motion for summary judgment on damages.” (Doc. Nos. 106, 110).

{¶ 11} On October 3, 2014, the trial court denied all of Trillium's and OFE's motions for summary judgment, concluding that genuine issues of material fact remained. (Doc. No. 111).

{¶ 12} The case was tried to a jury on October 29, 30, and 31, 2014. (See Doc. No. 160). At the outset of the trial, Trillium dismissed Counts Two and Three of its counterclaim, leaving only Count One for declaratory judgment. (Trial Tr., Vol. I, at 70). During the trial, Trillium and OFE made motions for a directed verdict under Civ.R. 50

, which the trial court denied. (See Doc. Nos. 142, 160). At the conclusion of the trial, the jury returned a verdict in favor of LandTech and against OFE in the amount of $2,584,846.50 and against Trillium in the amount of $2,584,846.50. (Trial Tr., Vol. VII, at 157–161); (Doc. No. 145).

{¶ 13} On November 12, 2014, the trial court filed a judgment entry on the jury's verdict granting judgment in favor of LandTech and against OFE in the amount of $2,584,846.50, and judgment in favor of LandTech and against Trillium in the amount of $2,584,846.50. (Doc. No. 160). The trial court also “denied” Trillium's counterclaim for declaratory judgment. (Id. ).

{¶ 14} On December 1, 2014, Trillium filed a motion for judgment notwithstanding the verdict. (Doc. No. 166).

{¶ 15} On December 10, 2014, OFE filed a motion for judgment notwithstanding the verdict or, alternatively, for a new trial. (Doc. No. 175).

{¶ 16} On December 10, 2014, LandTech filed a motion for certification of the judgment. (Doc. No. 176). In that motion, LandTech requested that the trial court certify the judgment as a joint and several, total damage award of $5,169,693 against OFE and Trillium. (Id. ).

{¶ 17} Also on December 10, 2014, LandTech filed a motion for judgment notwithstanding the verdict. (Doc. No. 177).

{¶ 18} On December 15, 2014, LandTech filed a memorandum in opposition to Trillium's motion for judgment notwithstanding the verdict. (Doc. No. 179).

{¶ 19} On December 23, 2014, Trillium filed memorandums in opposition to LandTech's motions for judgment notwithstanding the verdict and to certify the judgment. (Doc. Nos. 182, 183). Trillium also filed a reply memorandum in support of its motion for judgment notwithstanding the verdict. (Doc. No. 184).

{¶ 20} On December 23, 2014, LandTech filed a memorandum in opposition to OFE's motion for judgment notwithstanding the verdict or, alternatively, for a new trial. (Doc. No. 185).

{¶ 21} On December 23, 2014, OFE filed a memorandum in opposition to LandTech's motions for judgment notwithstanding the verdict and to certify the judgment. (Doc. No. 186).

{¶ 22} On December 30, 2014, LandTech filed a reply memorandum in support of its motions for judgment notwithstanding the verdict and to certify the judgment. (Doc. No. 187).

{¶ 23} On December 30, 2014, OFE filed a reply memorandum in support of its motion for judgment notwithstanding the verdict or, alternatively, for a new trial. (Doc. No. 189).

{¶ 24} On January 20, 2015, the trial court filed an entry denying Trillium's, LandTech's, and OFE's motions for judgment notwithstanding the verdict and OFE's alternative request for a new trial. (Doc. No. 190). The trial court also filed an entry denying LandTech's motion to certify the judgment. (Doc. No. 192).

{¶ 25} OFE and Trillium filed their notices of appeal on February 18, 2015. (Doc. Nos. 202, 199). LandTech filed its notice of cross-appeal on March 2, 2015. (Doc. No. 205). OFE raises seven assignments of error, Trillium raises five assignments of error, and LandTech raises two assignments of error. Because they are dispositive, we address only OFE's and Trillium's first assignments of error together.

OFE's Assignment of Error No. I

The trial court erred in denying Ohio Fresh Eggs judgment as a matter of law because the agreement between Ohio Fresh Eggs and plaintiff LandTech expressly left open the quantity of manure that Ohio Fresh Eggs was to provide and therefore did not create an enforceable contract as a matter of law. (App. at B16)

Trillium's Assignment of Error No. I

The trial court erred in denying Trillium's JNOV motion, and the jury's verdict is against the manifest weight of the evidence, because the 2006 Agreement was an unenforceable “agreement to agree,” or, alternatively, an unenforceable illusory requirements contract that failed to provide any requisite conditions or circumstances from which the quantities involved in the contract could be approximated. (See Order Denying JNOV at 2; Trial Transcript, Vol. VIII at 157–161; Jury Verdict Form And Interrogatories).

{¶ 26} In its first assignment of error, OFE argues that, because the Agreement lacks a quantity term and is not a requirements contract, it is unenforceable, and the trial court erred by denying its motion for summary judgment and its motion for judgment notwithstanding the verdict. Trillium, in its first assignment of error, similarly argues that, for the same reasons OFE offers, the trial court erred by denying its motion for judgment notwithstanding the verdict. In response, LandTech argues that the Agreement provides a quantity term or, in the alternative, is a requirements contract. We agree with OFE and Trillium. This case never should have gone to trial.

{¶ 27} The relevant portions of the Agreement are as follows. Paragraph 3 of the Agreement, titled “Service Fees,” provides, “Subject to the terms and conditions of this agreement, Bidder agrees to pay OFE for the transfer of manure ownership under the conditions set forth in Appendix ‘A & B.’ ” (Joint Trial Ex. 1). Paragraph D of Appendix A provides, “Tonnage of the manure removed will be tracked and billed according to the quantities...