Allen v. Ford Motor Co.

• Decision Date: 12 June 1998
• Docket Number: No. 3:97CV7060.,3:97CV7060.
• Citation: 8 F.Supp.2d 702
• Parties: Wayne D. ALLEN, Plaintiff, v. FORD MOTOR COMPANY, Defendant.
• Court: U.S. District Court — Northern District of Ohio

8 F.Supp.2d 702

Wayne D. ALLEN, Plaintiff, v. FORD MOTOR COMPANY, Defendant.

No. 3:97CV7060.

United States District Court, N.D. Ohio, Western Division.

June 12, 1998.

Frederick M. Luper, Jeffrey R. Jinkens, Kenneth M. Richards, Luper, Sheriff & Neidenthal, Columbus, OH, for Wayne D. Allen, plaintiff.

George W. Hairston, Elizabeth Anne McNellie, Randall S. Rabe, Baker & Hostetler, Columbus, OH, for Ford Motor Company, defendant.

Order

CARR, District Judge.

In this breach of contract case, plaintiff claims that defendant breached an agreement to sell the stock of a Ford-Mercury dealership it owned. Because the parties are diverse and the amount in controversy exceeds $75,000, this Court has jurisdiction pursuant to 28 U.S.C. § 1332. Pending are plaintiff's motion for partial summary judgment (Doc. 18) and defendant's motion for summary judgment (Doc. 19).¹ For the following reasons, plaintiff's motion shall be denied and defendant's motion shall be granted.

Background

In April and May, 1995, plaintiff and defendant entered negotiations for the purchase by plaintiff of defendant's stock in a Ford-Mercury dealership in Clyde, Ohio, Western Ford-Mercury, Inc. (Western). On June 9, 1995, plaintiff submitted a written offer to defendant to purchase the stock of Western. The second paragraph of that offer stated:

Purchaser in submitting this offer is completely cognizant of the fact that despite any participation, involvement or assistance which may have been provided by representatives of Ford in connection with its preparation, Ford shall have no obligation to Purchaser if the offer shall be declined and that only an officer of Ford has the authority to execute the proposed agreement on behalf of Ford.

(Doc. 18, ex. A at ex. 2). The offer also provided that it would expire if not accepted by Ford by June 23, 1995, the original closing date. (Id. at ¶ 8).

The proposed offer was never signed or executed by an officer of defendant. Keith Kenner, defendant's representative in the negotiations, however, initialed the first page of the offer. Plaintiff also claims that Kenner told him that his signature would be sufficient to bind Ford to the contract. (Pl. Aff. at ¶ 3).

During the next few weeks, both plaintiff and defendant undertook certain steps in preparation for the June 23 closing. Defendant, among other things, ordered an environmental assessment and completed environmental remediation, began to assess Western's closing net worth, and obtained insurance on plaintiff's behalf. Plaintiff, for his part, deposited $25,000 with defendant and began to manage the dealership.²

The June 23 closing date was rescheduled for early September, 1995, at the agreement of the parties, due to the discovery of environmental problems on the dealership's property. In late August, 1995, defendant learned that, because of a ruling from the Ohio Motor Vehicle Dealers Board,³ it would not be able to issue a new franchise agreement to plaintiff for the Western dealership. The September closing therefore did not occur.

Plaintiff and defendant continued to discuss options for transfer of the Western stock. Defendant submitted two proposals to plaintiff, offering to execute a Hired General Manager Agreement with plaintiff on behalf of Western whereby plaintiff would receive a salary and a bonus equivalent to the net profits of the Western dealership until defendant was able to issue an unencumbered franchise to plaintiff. (Doc. 20, exs. I and J). Because defendant anticipated that it would not be able to execute the franchise agreement until March, 1996, however, the proposals were unsatisfactory to plaintiff. (Pl. Dep. at 72-73). Instead, plaintiff told defendant's representative that he would wait until December 31, 1995, to consummate the sale of the Western stock. (Id.). The sale never occurred, and plaintiff resigned from managing the Western dealership in January, 1996. (Id. 208-210).

Plaintiff filed this suit on January 22, 1997. His complaint asserts four separate causes of action: breach of contract, unjust enrichment, equitable and promissory estoppel, and fraud. Defendant moves for summary judgment on all claims; plaintiff moves for summary judgment on its breach of contract claim only.

Discussion

Summary judgment must be entered "against a party who fails to make a showing sufficient to establish the existence of an element essential to that party's case, and on which that party will bear the burden of proof at trial." Celotex Corp. v. Catrett, 477 U.S. 317, 322, 106 S.Ct. 2548, 91 L.Ed.2d 265 (1986). The moving party bears the initial responsibility of informing the court of the basis for its motion, and identifying those portions of the "pleadings, depositions, answers to interrogatories, and admissions on file, together with the affidavits, if any," which it believes demonstrate the absence of a genuine issue of material fact. Id. at 323, 106 S.Ct. 2548. The burden then shifts to the nonmoving party who "must set forth specific facts showing that there is a genuine issue for trial." Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 250, 106 S.Ct. 2505, 91 L.Ed.2d 202 (1986) (quoting Fed.R.Civ.P. 56(e)).

A. Breach of Contract

Plaintiff asks me to find, as a matter of law, that his written offer to defendant dated June 9, 1995, coupled with the statements of Kenner, defendant's representative, and defendant's actions in preparation for closing the sale of stock, constituted a valid, binding agreement between the parties, and that defendant's failure to close the transaction was a breach of that agreement. Defendant, on the other hand, argues that the June 9 writing was nothing more than a written offer, and, as it was never signed by an officer of defendant, never matured into a binding contract. In light of basic principles of contract law, I agree with defendant that no breach of contract claim can be maintained in this case.

A contract may be effective even though the written instrument evidencing its terms has not been executed. Ohio Jur.3d § 82 (1980). Indeed, "[s]ignature spaces in the form contract do not in and of themselves require that signatures of the parties are a condition precedent to the agreement's enforceability." Richard A. Berjian, D.O., Inc. v. Ohio Bell Tel. Co., 54 Ohio St.2d 147, 151-152, 375 N.E.2d 410 (1978). Where, however, the parties have agreed that a contract shall not be binding until signed by a particular person, party, or official, courts will give effect to that agreement, and thus will not enforce the contract without the requisite signatures. Id. See also Hamilton Foundry & Mach. Co. v. International Molders & Foundry Workers Union, 193 F.2d 209, 213 (6th Cir.1951) (an unsigned contract cannot be enforced by either of the parties, however completely it may express their mutual agreement, if it was also agreed that the contract should not be binding until signed by both of them). Accord Am Jur.2d § 185 (1991) ("in the absence of a statute requiring a signature or an agreement that the contract shall not be binding until it is signed, parties may become bound by the terms of a contract, even though they do not sign it, where their assent is otherwise indicated, such as by the acceptance of benefits under the contract, or the acceptance by one of the performance by the other").

Other courts are in accord. See, e.g., Neff v. World Pub. Co., 349 F.2d 235, 251 (8th Cir.1965) (where offer specifically stated that "signing of the acceptance at the end of this proposal shall constitute this proposal as a binding contract on all parties," rule that assent to an unsigned contract may be shown by delivering the contract or acting under it did not apply); Technographics, Inc. v. Mercer Corp., 777 F.Supp. 1214, 1216 (M.D.Pa. 1991) (because home office acceptance clause precludes the formation of a contract except upon approval of the relevant home office, no contract had formed between the parties); Knight v. Brodnax, 1994 WL 51635, *3-4 (D.Mass. Jan.31, 1994) (summary judgment appropriate where it was clear that both parties intended to have a written, fully executed agreement in place before any contract came into existence between them); Lorimar Distrib., Inc. v. Metrowest Corp., 1989 WL 81815, *3-4 (N.D.Ill. July 11, 1989) (where proposed agreement provided that it was not binding unless and until signed by an officer, failure of the parties to have signed and accepted the agreement precluded plaintiff from claiming that the parties' acts ratified the agreement); Green v. Northeast Motor Co., 166 A.2d 923, 924 (D.C.1961) (standard warranty did not bind seller where the instrument by its own terms was declared to be invalid unless signed by the contracting parties and a witness and it was never signed); O'Daniel Motors v. Handy, 390 S.W.2d 453, 454 (Ky.1965) (purchase order signed by customer was not binding on dealer where order stated that it was not binding until accepted by dealer and approved by his credit department and dealer never signed the agreement); Scutti Pontiac, Inc. v. Rund, 92 Misc.2d 881, 402 N.Y.S.2d 144, 148 (1978) (agreement clearly stating that it "is not valid unless signed and accepted by dealer" did not become a binding contract of sale between buyer and seller where seller never signed the agreement); Antonucci v. Stevens Dodge, Inc., 73 Misc.2d 173, 340 N.Y.S.2d 979, 982-983 (Civ.Ct.1973) (because agreement stated "this order shall not become binding until accepted by dealer or his authorized representative," order and delivery of pickup truck was insufficient to constitute acceptance under the terms of the agreement); West Penn Power Co. v. Bethlehem Steel Corp., 236 Pa.Super. 413, 348 A.2d 144, 152 (1975) (acceptance clause stating that proposal "shall become a contract upon, but no before, acceptance by the Home Office of our company" was valid for purpose of ensuring that negotiating agent had no power to bind the principal and that principal could...