Center Ridge Ganley, Inc. v. Stinn

• Decision Date: 29 July 1987
• Docket Number: No. 86-1559,86-1559
• Citation: 31 OBR 587,31 Ohio St.3d 310,511 N.E.2d 106
• Parties: , 31 O.B.R. 587 CENTER RIDGE GANLEY, INC. et al., Appellants, v. STINN et al., Appellees.
• Court: Ohio Supreme Court

Page 310

31 Ohio St.3d 310

511 N.E.2d 106, 31 O.B.R. 587

CENTER RIDGE GANLEY, INC. et al., Appellants, v. STINN et al., Appellees.

No. 86-1559.

Supreme Court of Ohio.

July 29, 1987.

Thereafter, Edmund Stinn and Ed Stinn Chevrolet, Inc. filed an answer and counterclaim seeking damages for breach of the assets agreement and emotional distress.

Upon appellants' motion, the trial court bifurcated the specific performance claim from the damages claims, and the cause proceeded before a bench trial solely on appellants' specific performance claims.

At trial, the record indicates that appellants introduced parol evidence to show that the agreements in issue were separate and independent from one another. Appellees likewise introduced parol evidence tending to indicate that the agreements were interrelated and contingent. On October 22, 1985, the trial court issued separate findings of fact and conclusions of law denying appellants' claims for specific performance. The trial court held that based on its findings, " * * * the Plaintiffs' request for specific performance is denied and their alternative request for damages would be precluded."

Upon appeal, the court of appeals affirmed in a split decision. The appellate court held, inter alia, that the appellants could not claim as error the introduction of parol evidence since it was appellants who first offered parol evidence before the trial court. The court of appeals opined that a party may not assign as error, that error which the party invited or induced the trial court to commit. The court stated that even if the introduction of parol evidence constituted error, such error was harmless. The appellate court further held that there was sufficient evidence to support the trial court's finding that the subject agreements were intended to be contingent upon one another. In any event, the court of appeals found that appellants were not ready, willing and able to perform the assets agreement, thereby precluding the equitable remedy of specific performance.

The dissenting appellate judge opined that the cause should be remanded for a determination of any damages which appellees caused appellants " * * * by failing to satisfy their contractual obligations."

The cause is now before this court upon the allowance of a motion to certify the record.

Reminger & Reminger Co., L.P.A., and George S. Coakley, Cleveland, for appellants.

Morganstern & MacAdams Co., L.P.A., and Stanley Morganstern, Cleveland, for appellee Barbara J. Stinn.

Thomas A. Kondzer and Francis A. Sciangula, Westlake, for appellees Edmund A. Stinn and Ed Stinn Chevrolet, Inc.

PER CURIAM.

The first issue before us is whether the introduction of parol evidence constituted reversible error.

The plaintiffs-appellants argue that the terms of the agreements in issue are clear and unambiguous, and therefore the trial court erred in admitting parol evidence. Appellants contend that a court cannot admit parol evidence to divine the intent of the contracting parties unless it first makes a finding that the contract(s) is (are) unclear or ambiguous. Since the trial court made no such preliminary finding, appellants submit that the trial court erred in "going outside the four corners of the contract in considering the parol testimony." Appellants further submit that an unexecuted "Contingency Agreement" was proposed by the parties which would have effectively made the real estate agreement contingent upon the consummation of the assets agreement. Since this contingency agreement was never executed, appellants contend that the parties' rejection of such contingency agreement had the same effect as if the parties had actually signed an agreement that stated that the real estate and assets agreements were independent of one another. In any event, appellants assert that the real estate agreement and the assets agreement were separate transactions, not dependent upon one another, since Thomas Ganley desired to obtain the real estate upon which the dealership was located, regardless of whether the assets agreement was consummated.

Defendants-appellees argue that the real estate agreement was contingent upon the completion of the assets agreement, and that if one agreement was unsuccessful, the entire transfer of the dealership would fail. Appellees contend that parol evidence is proper to supplement the agreements, so long as such parol evidence does not alter or vary the terms of the written agreement. While appellees maintain that the clear language of the agreements indicates one contingent transaction (i.e., sale and transfer of the dealership), appellees point out that it was the appellants who first offered parol evidence before the trial court in order to show that the agreements were not contingent upon one another. Appellees submit that appellants did not object to the introduction of parol evidence at trial, and therefore cannot assign this as error on appeal. In addition, appellees argue that appellants' argument on this issue should be rejected, even if it was error to admit the parol evidence, since it was appellants who invited or induced the trial court to commit the alleged error.

Upon consideration of the arguments submitted by both parties, we find appellants' arguments to be unpersuasive for several reasons. While arguably appellants are correct that objection to the admission of parol testimony cannot be waived, see Florence v. Tri-State Savings & Loan Co. (App.1974), 68 O.O.2d 146, 322 N.E.2d 322, we believe that more than a mere waiver of error is at issue in the cause sub judice. As pointed out by the appellate court below, appellants "invited" the alleged error by calling Edmund Stinn, as on cross-examination, and eliciting testimony from him as to the intent of the parties when entering the contract. Appellants cannot then complain when the appellees, in turn, entered similar but contradictory evidence of intent. Under the "invited error" doctrine, "[a] party will not be permitted to take advantage of an error which he himself invited or induced the trial court to make." Lester v. Leuck (1943), 142 Ohio St. 91, 26 O.O. 280, 50 N.E.2d 145, paragraph one of the syllabus. See, also, State v. Woodruff (1983), 10 Ohio App.3d 326, 10 O.B.R. 532, 462 N.E.2d 457; 5 Ohio Jurisprudence 3d (1978) 97, Appellate Review, Section 543 et seq.

Notwithstanding the applicability of the "invited error" doctrine herein, the admission of parol testimony to explain certain ambiguous terms not inconsistent with or contradictory to the language of the contract was nevertheless proper in this cause. Charles A. Burton, Inc. v. Durkee (1952), 158 Ohio St. 313, 49 O.O. 174, 109 N.E.2d 265. In our view, the real estate agreement was not altogether complete on its face, but rather its very terms indicated that it was part of a larger transaction involving the sale of an automobile dealership. The evidence submitted as to whether the real estate agreement was contingent upon the consummation of the assets agreement did not vary or alter the terms of the real estate agreement; it merely explained the operation of the contract as intended by the parties. In this vein, it is interesting to note that the appellants rely on parol evidence in order to strengthen their case before this court. By pointing out the unexecuted "Contingency Agreement," appellants are asking this court to find the intention of the parties outside the four corners of the agreements in issue. In essence, appellants wish this court to ignore the parol evidence favorable to appellees, and to heed the parol evidence submitted by them. This court, however, uniformly declines to second-guess the proper weight that should be ascribed to evidence, since such a function should more properly be left to the trier-of-fact. See Seasons Coal Co. v. Cleveland (1984), 10 Ohio St.3d 77, 10 O.B.R. 408, 461 N.E.2d 1273.

In any event, upon a review of the trial court's decision, it is not readily apparent that the trial court relied solely on the parol evidence in finding the agreements in issue to be interrelated. As a general rule of construction, a court may construe multiple documents together if they concern the same transaction. See White v. Brocaw (1863), 14 Ohio St. 339; and Thayer v. Luce (1871), 22 Ohio St. 62. We believe that a fair reading of the agreements in issue supports the trial court's finding that said agreements were contingent upon one another, and thus we refrain from disturbing that decision.

Therefore, we hold that the lower courts did not err in denying appellants the equitable remedy of specific performance, and that the decision of the court of appeals with respect to the admission of parol evidence should be affirmed.

The second issue presented is whether the denial of specific performance in this cause precludes, as a matter of res judicata, an action for money damages for breach of contract.

Appellants contend that notwithstanding the denial of specific performance by the trial court, their claims for money damages remain viable. The appellees, on the other hand, submit that while the denial of specific performance of a contract does not, as a matter of res judicata, preclude a subsequent claim for money damages, the trial court below found that appellants were the parties who breached the assets agreement, and that therefore the court could deny appellants' request for damages without further hearings.

Our research indicates very little precedent to guide this court in the determination of this issue. Long ago, this court held that "[a] judgment of dismissal of a petition for the specific performance of an agreement...