Board of Com'rs of Columbiana County v. Samuelson

• Decision Date: 28 May 1986
• Docket Number: No. 85-1344,85-1344
• Citation: 24 OBR 142,24 Ohio St.3d 62,493 N.E.2d 245
• Parties: , 24 O.B.R. 142 BOARD OF COMMISSIONERS OF COLUMBIANA COUNTY, Appellee, v. SAMUELSON et al., Appellants.
• Court: Ohio Supreme Court

Page 62

24 Ohio St.3d 62

493 N.E.2d 245, 24 O.B.R. 142

BOARD OF COMMISSIONERS OF COLUMBIANA COUNTY, Appellee, v.SAMUELSON et al., Appellants.

No. 85-1344.

Supreme Court of Ohio.

May 28, 1986.

The property which is the subject of this dispute is owned by Columbiana County and operated as the County Nursing Home Facility by the lessee, Windsor Manor, Inc.On May 13, 1982, the Board of County Commissioners of Columbiana County advertised to sell this facility.By June 17, 1982, there were two bids received.One was from Windsor Manor for $415,000 and the other was from appellants, Gene H. Samuelson, M.D., Fausto P. Castillo, M.D., Marta J. Chaplynsky, M.D., Robert A. Benninger, M.D., and Allan A. O'Brien, M.D. in the amount of $856,004.03.The bid of appellant doctors was accepted by the commissioners on June 21, 1982.

Thereafter, the parties entered into negotiations over the details of the purchase, which negotiations ultimately proved unfruitful.In December 1982, the commissioners filed an action for specific performance in the trial court below.Appellants asserted in defense that the commissioners could not, for various reasons, convey the facility as advertised.

On October 24, 1983, after a trial on the merits, the court granted the remedy sought by the commissioners and added that "[i]f the Defendants do not pay the Plaintiff in accordance with this order within 30 days, Judgment awarded Plaintiff against Defendants, jointly and severally in the amount of $856,004.03, plus interest at the maximum rate allowed by law from June 21, 1981, to date of this Judgment.Costs taxed against Defendants."¹The appellants accordingly filed their appeal from such judgment.

At that time, the parties reopened negotiations.Apparently, some agreement was reached on or about December 1, 1983.Thereafter, appellants filed a notice of intent to purchase, as required by law, with the Ohio Department of Health.On December 5, 1983, appellants filed a voluntary motion to dismiss the appeal, which was granted on December 19, 1983.On January 5, 1984, appellants delivered to the commissioners the signed purchase agreement plus five checks totaling $85,600 as down payment on the purchase.²The closing date was set, by the terms of the purchase agreement, for forty-five days after the date of execution of the agreement.In May 1984, the commissioners initiated proceedings to execute the October 24, 1983trial court judgment upon appellants, who thereupon countered with a motion to have a satisfaction of such original judgment entered.The trial court refused to enter a satisfaction of judgment.The court of appeals affirmed the decision of the trial court.

This cause is now before the court pursuant to the allowance of a motion to certify the record.

David Tobin, Pros.Atty., for appellee.

Zagula, Hill, Dittmar & Thomas and Barry M. Hill, Weirton, W.Va., for appellants.

PER CURIAM.

The sole issue presented upon appeal is whether the agreement between the parties of December 1, 1983 constituted a satisfaction of the October 24, 1983trial court judgment.We hold that, as a matter of law, the terms of the agreement were sufficient to satisfy the trial court's judgment and, accordingly, the purchase agreement between the parties now embodies their rights and obligations pertaining to the purchase and sale of the subject property.

The proponent of a motion to satisfy the judgment must demonstrate what the parties intended as a replacement for the judgment awarded.In the present case, there was no dispute that the parties intended to, and did, form an oral agreement, the purpose of which was to settle their dispute and end the litigation.There was, however, a conflict in the testimony as to the terms of such oral agreement.The unenviable task of the courts below was to determine whether, as the commissioners claim, there was to be satisfaction of judgment only after appellants paid for the property in full, or whether, as appellants claim, the surrender of their right to appeal was given in exchange for their act of entering into the purchase agreement.Apparently, the courts below were unconvinced that appellants had met their burden of proof and, consequently, dismissed the motion to satisfy judgment.We believe that appellants adequately supported their motion and demonstrated the existence of a completed compromise and settlement.

"It is common sense that the law favors 'the prevention of litigation, by the compromise and settlement of controversies.' "State, ex rel. Wright v. Weyandt(1977), 50 Ohio St.2d 194, 197, 363 N.E.2d 1387[4 O.O.3d 383];quotingWhite v. Brocaw(1863), 14 Ohio St. 339, 346;andShallenberger v. Motorist Mut. Ins. Co.(1958), 167 Ohio St. 494, 505, 150 N.E.2d 295[5 O.O.2d 173].Such settlement extinguishes or merges the original rights or claims and correlative obligations and, where the agreement is executory, substitutes for the original claim the new rights and obligations agreed to.See, e.g., 15 Ohio Jurisprudence 3d (1979) 525-526, Compromise, Accord and Release, Section 13.Certainly, a compromise and settlement of a claim, before or after a trial court renders judgment, may effectively bar any later pursuit of the original claim.Furthermore, where a party has taken the benefits and secured the advantages of an agreement of compromise and settlement he will be conclusively estopped from asserting any claim against that which was released or assured to the other party to such agreement.SeeWhite v. Brocaw, supra, at 347-348.Nor do we doubt that the release of a good and valid appeal is sufficient consideration for an agreement of compromise and settlement.Wood v. Archer(1825), 2 Ohio 22, 23.

The issue in this case is therefore reducible to the question of what was intended by the parties as a present exchange for the appellants' right to appeal the former judgment.The single rational conclusion to be drawn from the evidence of the conduct of the parties presented below is that the parties intended the entry into the purchase agreement to constitute the full and present exchange of value for such right of appeal.

Testimony of counsel for the commissioners established that they...