Clifton v. Johnson
| Decision Date | 19 June 2019 |
| Docket Number | Case No. 18CA13 |
| Citation | 2019 Ohio 2702 |
| Parties | RONALD L. CLIFTON, et al., Plaintiffs-Appellees, v. PEARL K. JOHNSON, et al., Defendants-Appellants. |
| Court | Ohio Court of Appeals |
DECISION AND JUDGMENT ENTRY
APPEARANCES:
James R. Kingsley, Kingsley Law Office, Circleville, Ohio, for Appellants.
Michael N. Beekhuizen, Carpenter Lipps & Leland LLP, Columbus, Ohio, for Appellees.
{¶1} This is an appeal from a Pickaway County Court of Common Pleas judgment in favor of Appellees', Ronald L. Clifton's and Robert W. Hamman's, claim for unjust enrichment against Appellants, Pearl K. Johnson and his corporation American Eagle Air, Inc. This case is before this court for a third time following our dismissal of Appellants' first direct appeal for lack of a final appealable order in Clifton v. Johnson, 4th Dist. Pickaway No. 14CA22, 2015-Ohio-4246 ("Clifton I"), and our subsequent reversal and remand of a summary judgment in favor of Appellees in Clifton v. Johnson, 4th Dist. Pickaway No. 15CA30, 2016-Ohio-8120 ("Clifton II"). Upon the remand of Clifton II, the court held a trial and issued a judgment in favor of Appellees on their claim of unjust enrichment.
{¶2} It is that judgment that is presently before the court on appeal with Appellants contending that (1) an agreement existed between the parties, which precludes Appellees from recovering unjust enrichment, (2) the trial court erred in granting Appellees contract damages, and (3) the trial court erred when it held that Appellant Johnson was individually liable to Appellees. We overrule Appellants' first and third assignments of error, but sustain their second assignment of error. Therefore, we reverse the judgment of the trial court and remand the cause for proceedings consistent with this decision.
{¶3} The facts and procedure in this decision come primarily from Clifton I and Clifton II. Appellees, Clifton and Hamman, filed a complaint against Appellants, Johnson and his corporation American Eagle Air, Inc., alleging the formation of a partnership and that a joint venture was agreed upon whereby Clifton, Hamman and Johnson, using Clifton's plane, Hamman's camera equipment and Johnson's piloting skills, would jointly provide aerial imaging services for portions of the ATEX pipeline that was being routed through Ohio. Appellees' complaint contained claims for breach of contract and, alternatively, unjust enrichment, alleging that Johnson and American Eagle Air, Inc. collected more than $200,000.00 for work that was jointly performed by Appellees and Appellant Johnson, and that Appellants failed to pay Appellees for work the parties mutually performed. Specifically, Appellees alleged that they had each only been paid $5,000.00 and that Appellants kept the rest of the money.
{¶4} Appellees subsequently moved the court for summary judgment on the unjust enrichment claim alone, reserving the right to proceed on the breach of contract claim and alternatively the unjust enrichment claim at trial, in the event the motion for summary judgment was denied. Appellants opposed the motion, arguing, among other things, that the court could not grant summary judgment on the equitable remedy of unjust enrichment when a breach of contract claim covering the same subject matter had been pled and was still pending. Appellants also argued that the work performed by the parties jointly was rejected by ATEX and that the "prototype" that was eventually accepted by ATEX was created using a camera, aircraft and personnel from MANN Mapping, a corporation completely unrelated to Appellees.
{¶5} Over the objection of Appellants, however, the trial court granted summary judgment in favor of Appellees on their unjust enrichment claim, and awarded them a joint share of the profits, in the amount of $68,282.00 each, for a total judgment of $136,564.00. Appellants filed a direct appeal from the trial court's decision; however, we dismissed the appeal for lack of a final appealable order, based upon the fact that the breach of contract claim remained pending, and thus all of the claims had not been resolved.
{¶6} Appellants filed a motion for reconsideration asking this Court to reconsider our decision that the trial court's order was not final and appealable, which this court ultimately denied. Meanwhile, Appellees filed a motion for voluntary dismissal of their breach of contract claim and motion for entry of final judgment in the trial court. The trial court issued a decision and entry on October 29, 2015 dismissing Appellees' breach of contract claim with prejudice. On November, 12, 2015, the trial court went on to issue a final judgment entry entering final judgment in favor of Appellees on their unjust enrichment claim, determining damages in the same amount as before ($68,282.00 a piece for Clifton and Hamman), and finding no just reason for delay. On appeal, we concluded that genuine issues of material fact existed, which precluded summary judgment. Therefore, we reversed the judgment and remanded the cause to the trial court for further proceedings consistent with this opinion.
{¶7} On remand, after a trial before the magistrate, the trial court issued a judgment overruling Appellants' objections and granting Appellees' unjust enrichment claim and again awarded each appellee $68,282.00. It is from this judgment that appellants appeal, setting forth three assignments of error for our review.
{¶8} A court of appeals applies an abuse of discretion standard when reviewing a trial court's adoption of a magistrate's decision. Anderson v. Anderson, 4th Dist. Ross No. 16CA3571, 2017-Ohio-2827, 86 N.E.3d 349, ¶ 9, citing In re Estate of Humphrey, 10th Dist. Franklin No. 14AP-233, 2014-Ohio-5859, 2014 WL 7671071, ¶ 15. "An abuse of discretion connotes more than an error of law or judgment; it implies that the trial court's attitude is unreasonable, arbitrary or unconscionable." Id., citing Blakemore v. Blakemore, 5 Ohio St.3d 217, 219, 450 N.E.2d 1140 (1983). However, Knox v. Knox, 4th Dist. Gallia No. 03CA13, 2004-Ohio-428, ¶ 8, citing Spencer v. Spencer, 2nd Dist. Clark No. 2724, 1991 WL 70726.
{¶9} Appellants assert that Appellees "at trial proved the existence of an express contract" and "[t]he magistrate found that an express contract existed." Therefore, Appellants allege the trial court's judgment in favor of Appellees' unjust enrichment claim was barred because an unjust enrichment claim is permitted only if no contract exists between the parties.
{¶10} "An unjust enrichment claim is an alternative to a breach of contract claim." MRI Software, L.L.C. v. W. Oaks Mall FL, L.L.C., 8th Dist. Cuyahoga No. 105846, 2018-Ohio-2190, 116 N.E.3d 694, ¶ 34. Consequently, "[w]hen an express contract exists, a party must pursue a breach of contract action." Loop v. Hall, 4th Dist. Scioto No. 05CA3041, 2006-Ohio-4363, ¶ 23. For a contract to exist, each party must consent to the terms of the contract, the parties must have a meeting of the minds, and the contract must be definite and certain. Episcopal Retirement Homes, Inc., 61 Ohio St.3d 366, 369, 575 N.E.2d 134 (1991), Farmers Comm. Co. v. Burks, 130 Ohio App.3d 158, 163-64, 719 N.E.2d 980 (3rd Dist. Sept. 30, 1998). "[T]he elements of a meeting of the minds [are] an offer, acceptance, and consideration." Wandling v. Matthews, 4th Dist. Gallia No. 00CA12, 2001-Ohio-2512, *3, see Noroski v. Fallet, 2 Ohio St.3d 77, 442 N.E.2d 1302 (1982).
{¶11} However, "[w]hen a contract fails for a lack of a 'meeting of the minds,' equity should be imposed to prevent an unjust enrichment." Myers v. Good, 4th Dist. Ross No. 06CA2939, 2007-Ohio-5361, ¶ 12, citing Hailey v. MedCorp., Inc., 6th Dist. Lucas App. No. L-05-1238, 2006-Ohio-4804, ¶ 17-18, Enright v. CSR Enterprises, 6th Dist. Wood No. WD-84-52, 1984 WL 14426.
{¶12} In order to recover on a claim of unjust enrichment, the party asserting the claim must demonstrate "(1) a benefit conferred by a plaintiff upon a defendant; (2) knowledge by the defendant of the benefit; and (3) retention of the benefit by the defendant under circumstances where it would be unjust to do so without payment." HAD Enterprises. v. Galloway, 192 Ohio App.3d 133, 139, 2011-Ohio-57, 948 N.E.2d 473 ¶ 8, citing Hambleton v. R.G. Barry Corp., 12 Ohio St.3d 179, 183, 465 N.E.2d 1298 (1984).
{¶13} Initially, we note that on appeal we review the trial court's judgment that adopts or rejects the magistrate's decision, not the magistrate's decision. Anderson, 4th Dist. Ross No. 16CA3571, 2017-Ohio-2827, 86 N.E.3d 349, ¶ 9, citing Mayle v. Ohio Dept. of Rehab. & Corr., 10th Dist. Franklin No. 09AP-541, 2010-Ohio-2774, 2010 WL 2433119, ¶ 15 ().
{¶14} While the magistrate did make several references in her decision to the parties having an "agreement" or that they acted in "partnership," the trial court's judgment assessment of that issue is instructive:...
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