Certified Computer v. Rieth & Antonelli Co.

• Decision Date: 16 March 2005
• Docket Number: No. 2003 CVF 33295.,2003 CVF 33295.
• Citation: 135 Ohio Misc.2d 1,2005 Ohio 5936,841 N.E.2d 866
• Parties: Muhlfelder d.b.a. CERTIFIED COMPUTER SOLUTIONS INC., v. RIETH & ANTONELLI COMPANY.<SMALL><SUP>*</SUP></SMALL>
• Court: Ohio Supreme Court

841 N.E.2d 866

135 Ohio Misc.2d 1

2005-Ohio-5936

Muhlfelder d.b.a. CERTIFIED COMPUTER SOLUTIONS INC., v. RIETH & ANTONELLI COMPANY.^*

No. 2003 CVF 33295.

Cleveland Municipal Court.

Decided March 16, 2005.

COPYRIGHT MATERIAL OMITTED

Michael J. Lerner, Mentor, for plaintiff.

Craig Hairston, for defendants.

JOAN SYNENBERG, Judge.

{¶ 1} Judge Mary Eileen Kilbane assigned Magistrate William F.B. Vodrey to hear the trial in this case, pursuant to Civ.R. 53. Magistrate Vodrey held the trial on December 14, 2004, and January 24, 2005. Judge Kilbane has now begun her duties on the Court of Appeals of Cuyahoga County, and the undersigned judge has inherited much of her caseload. After review of the case, and consistent with the magistrate's recommendation, the court's decision is as follows.

{¶ 2} Pursuant to Civ.R. 21, Rieth & Antonelli Company is substituted for all originally named codefendants. Judgment is granted for defendant on the complaint. Judgment is granted for plaintiff on the counterclaim. The court's findings of fact and conclusions of law are attached hereto.

FINDINGS OF FACT

{¶ 3} Plaintiff is an independent computer consultant. Although his complaint was filed in both his own name and that of "Certified Computer Solutions, Inc.," plaintiff testified that Certified Computer Solutions is not incorporated. He is cautioned not to indicate otherwise in any future court filings.

{¶ 4} In January 2003, defendants responded to an advertising postcard sent by plaintiff. Defendants, partners of a family law firm, were having recurring problems with their client-billing software and were frustrated by the general slowness and unreliability of their office computer system. Plaintiff met with defendants and, on January 8, 2003, sent them a written proposal. Defendants liked it and hired plaintiff to improve the system. The parties did not have a written contract. Plaintiff testified that defendants did not choose the optimal (and most expensive) solution that he suggested but that he did his best given the decisions they made. He detected and removed many computer bugs and viruses that he found on the firm's computers, installed MicroSoft Windows XP software on several of the computers, installed RAM boards for additional memory capacity, recovered TimeSlips data lost when the system crashed, and replaced memory modules and several failing items of the law firm's hardware. Codefendant Dominic Antonelli testified that as far as he was aware, plaintiff did all of the work shown on the invoices that plaintiff submitted.

{¶ 5} Defendants testified that neither of them is particularly "computer literate" and that they heavily relied upon plaintiff's advice. As bad as things were before plaintiff began his work, they testified, the system was "a nightmare" afterwards. The system slowed to a crawl, and the number of computer crashes or freezes was not significantly reduced.

{¶ 6} By March 2003, defendants brought in Dean M. Boland to advise them. Boland is a lawyer in private practice and a principal of Boland Consulting LLC, a law and technology consulting firm. A former assistant prosecuting attorney of Cuyahoga County, he has extensive computer and office-technology experience and has been qualified as an expert witness on questions of law and technology in United States district courts in Oklahoma and Texas, as well as in three Ohio courts of common pleas and one other Ohio municipal court. He is a columnist for the Cleveland Bar Journal on law and technology, has been an adjunct professor at Case Western Reserve University School of Law, and has often taught Supreme Court-approved continuing-legal-education courses on law and technology. At trial, on motion of the defense and over plaintiff's objection, Boland was certified as an expert witness pursuant to Evid.R. 702.

{¶ 7} Boland strongly disagreed with much of what plaintiff had proposed. In his opinion, defendants' computer system was fast becoming obsolete, had reached its limits in terms of memory capacity and speed, was overburdened by the demands being placed upon it, and ought to be replaced. Relying on Boland's advice, defendants spent $8,060.55 to upgrade and improve their computer system. Due to Boland's connections in the computer industry, defendants enjoyed a hefty discount in their purchases of hardware and software. Boland and a networking assistant, Paul Knapp, completed the project, and defendants testified that they were very pleased with the system's performance thereafter. At trial Boland testified that in his expert opinion, plaintiff's proposals and work had not adequately addressed defendants' concerns and had left them, in some ways, worse off than they had been before. Installing Windows XP software on the firm's aging computers was, as Boland put it, "like putting high-quality fuel in a Yugo."

{¶ 8} At trial, the witnesses disagreed as to the nature of the law firm's computer problems, when plaintiff began his work, when he finished, when (if ever) he learned of defendants' dissatisfaction with his work, whether or not defendants either understood or fully accepted his advice, and whether plaintiff did what he had been hired to do. It was clear from the testimony, however, that defendants had not been wholly candid with plaintiff as to their dissatisfaction, and kept paying him long after Boland began his work. No written evidence was submitted in which either defendant expressed dissatisfaction with plaintiff's services at any time. Over time, defendants paid plaintiff $2,500 for his work.

{¶ 9} Although plaintiff originally sought $2,815, he amended his complaint at trial to seek $1,315. Defendants counterclaimed for $2,513.

CONCLUSIONS OF LAW

{¶ 10} At trial, a court must determine the credibility of witnesses and the weight to be given the evidence. In re Lieberman (1955), 163 Ohio St. 35, 56 O.O. 23, 125 N.E.2d 328; Bowlin v. Black & White Cab Co. (1966), 7 Ohio App.2d 133, 36 O.O.2d 288, 219 N.E.2d 221. The quality of evidence is more important than its quantity. If trial testimony or other evidence is in conflict, the court must decide which to believe and which to disbelieve. State v. DeHass (1967), 10 Ohio St.2d 230, 39 O.O.2d 366, 227 N.E.2d 212.

{¶ 11} All of the witnesses in this case were generally credible. However, plaintiff's credibility suffered when he gave inconsistent testimony as to his awareness of codefendant Richard Rieth's dissatisfaction with his work, as to the extreme slowness of the law firm's computer system after he installed MicroSoft Windows XP software, and as to his January 25, 2003 offer to accept a lump-sum payment of $1,000 in full satisfaction for what he believed the firm still owed him, after which he would leave the firm and never return.

{¶ 12} At the conclusion of the evidence and pursuant to Civ.R. 21, defendants moved to substitute "Rieth & Antonelli Company," the actual name of the law firm, for the four originally named codefendants (Richard Rieth, Dominic Antonelli, and each doing business as the law firm). The court took this motion under advisement at trial and now grants it. All of Richard Rieth's and Dominic Antonelli's dealings with plaintiff were as partners of the law firm, not in their personal capacities. Plaintiff was hired to assist the law firm, not these individuals, and the law firm is clearly the real party in interest. Civ.R. 17 and 21; W. Clermont Edn. Assn. v. W. Clermont Local Bd. of Edn. (1980), 67 Ohio App.2d 160, 21 O.O.3d 457, 426 N.E.2d 512.

{¶ 13} It is a basic tenet of contract law that a binding agreement will not be deemed to have been formed unless the parties have had a meeting of the minds, through the presentation of an offer by one side and an acceptance of that offer by the other. Marshall v. Beach (2001), 143 Ohio App.3d 432, 436-437, 758 N.E.2d 247. There are three "paradigm elements essential to contract formation — i.e. offer, acceptance, [and] consideration." Helle v. Landmark, Inc. (1984), 15 Ohio App.3d 1, 8, 15 OBR 22, 472 N.E.2d 765. The interpretation of a contract is a matter of law. Long Beach Assn., Inc. v. Jones (1998), 82 Ohio St.3d 574, 697 N.E.2d 208; Graham v. Drydock Coal Co. (1996), 76 Ohio St.3d...