Cyrus v. Ohio Rehab. Servs. Comm'n

• Decision Date: 05 May 2023
• Docket Number: L-22-1031
• Citation: 2023 Ohio 1506
• Parties: James E. Cyrus Appellant v. Ohio Rehabilitation Services Commission n/k/a Opportunities for Ohioans with Disabilities, Bureau of Services for the Visually Impaired Appellee
• Court: Ohio Court of Appeals

1

2023-Ohio-1506

James E. Cyrus Appellant v. Ohio Rehabilitation Services Commission n/k/a Opportunities for Ohioans with Disabilities, Bureau of Services for the Visually Impaired Appellee

No. L-22-1031

Court of Appeals of Ohio, Sixth District, Lucas

May 5, 2023

Court of Appeals No. L-22-1031 Trial Court No. CI0202102256

Fazeel S. Khan, for appellant.

Dave Yost, Ohio Attorney General, and Crystal R. Richie, Principal Assistant Attorney General, for appellee.

DECISION AND JUDGMENT

OSOWIK, J.

{¶ 1} This is an accelerated appeal from a judgment of the Lucas County Court of Common Pleas which denied appellant's motion to enforce settlement agreement and for preliminary injunction. For the reasons set forth below, this court affirms the judgment of the trial court.

I. Background

{¶ 2} On June 9, 2021, as amended on August 16, plaintiff-appellant James E. Cyrus filed a complaint for enforcement of settlement agreement and for injunctive relief against defendant-appellee Opportunities for Ohioans with Disabilities, Bureau of Services for the Visually Impaired ("OOD/BSVI").^[1] Appellant alleged that in 2006, he and appellee entered into a valid, enforceable settlement agreement (hereafter, "the Settlement Agreement")^[2] which appellee unilaterally terminated. Appellant alleged the Settlement Agreement authorized appellant the exclusive right to be the blind-vendor operator of broad types of vending services at the University of Toledo's Health Sciences Campus ("UTHSC") under various conditions, which he met. Appellant prayed for an order enforcing the Settlement Agreement against appellee and for preliminary and permanent injunctive relief against appellee "from taking any actions to prevent Cyrus from resuming operation of the Market Café," which he suspended in September 2020. Appellant alleged the Market Café, which he began operating in 2018, is a type of non- vending-machine vending service enforceable against appellee under the Settlement Agreement.

{¶ 3} For context, Congress enacted the Randolph-Sheppard Act ("RSA") in 1936 to provide blind persons with economic opportunities by authorizing qualified individuals to operate vending facilities on federal property under state-agency-issued licenses. Ohio v. United States, 986 F.3d 618, 621 (6th Cir.2021). Through its mini-RSA, Ohio expanded blind-person priority vending to state properties through OOD's Business Enterprise program ("BEP"), as implemented by BSVI, a division of OOD. Id.; see Ohio Adm.Code 3304:1-21-01(J) (defining the BEP). "The BSVI acts as a middleman by creating two different kinds of contracts. The first kind -- the Bureau-Grantor agreement [("BGA")] -- establishes a property or facility as part of the RSA program and defines the terms for granting use of the facility for RSA vending." Ohio at 621; see Ohio Adm.Code 3304:1-21-01(F) (defining a BGA as a signed agreement between BSVI and the grantor^[3] for a facility^[4]). "The second kind -- the Bureau-Operator agreement [("BOA")] -- brings a blind vendor into the program and defines the terms for operating an RSA facility." Ohio at 621; see Ohio Adm.Code 3304:1-21-01(G) (defining a BOA as a signed agreement between BSVI and a visually-impaired operator assigning them a "facility"); see also Ohio Adm.Code 3304:1-21-06 (BOA requirements).

{¶ 4} Appellant alleged he began operating vending machines in 1993 at the current University of Toledo Medical Center ("UTMC")^[5] under a 1992 BGA,^[6] to which appellant is not a party and is not a BOA by definition. Nevertheless, it is undisputed that appellant initially operated two vending machines at the current UTMC, known as facility No. 304. In the ensuing years appellant added either 10 or 12 more vending machines, and then appellant administratively grieved, appealed and litigated the right to add 23 more vending machines to his facility No. 304. In 2006, appellant's state and federal claims against appellee were resolved by the subject of this litigation, the Settlement Agreement. Later, appellant applied for and was awarded by appellee the right to be the visually-impaired operator of the self-service vending site called a micro-market.^[7] Appellant does not dispute any of the foregoing vending machine/micro-market operations in this litigation.

{¶ 5} On June 6, 2018, appellee and UTHSC entered into a stand-alone BGA^[8] for a new suitable location for a vending facility,^[9] described as a combination coffee kiosk and sandwich stand, which appellant pursued and prevailed to be the selected blind-vendor operator. Appellant operated the coffee kiosk and sandwich stand, known as the Market Café, until September 2, 2020, when he ceased operations during the Covid-19 pandemic and around the start of the new university semester.^[10] UTHSC then notified appellee it was in breach of the 2018 BGA, which UTHSC eventually terminated effective on October 5, 2020. There is currently no BGA in place between UTHSC and appellee for a combination coffee kiosk and sandwich stand at UTMC.^[11]

{¶ 6} On June 9, 2021, appellant filed a motion for a temporary restraining order ("TRO"), which appellee opposed. The trial court held the TRO hearing on June 15, and denied the motion on June 17. Also on June 17, appellee notified appellant that the Settlement Agreement was terminated, stating, "with the abolishment of MCO, the non- payment of a commission, and the passage of fifteen years, this agreement is no longer valid."

{¶ 7} Prior to filing his August 16 amended complaint, on August 13, appellant filed a motion to enforce settlement agreement and for preliminary injunction. The allegations in the motion and the relief sought are repeated in his amended complaint, and the hearing on the motion was held on August 31. Appellee opposed the motion and orally answered the amended complaint at the hearing.^[12] The trial court then received post-hearing briefs from the parties on September 8.

{¶ 8} Also on September 8, appellant filed an amended prayer of relief for his pending motion, seeking an order enforcing the Settlement Agreement and preliminary injunctions preventing appellee from: (1) "preventing [appellant] from resuming operation of the coffee and sandwich kiosk known as the Market Café as part of his Facility 304"; (2) "from installing any vendor other than [appellant] as the temporary or permanent licensed blind vendor operator of the coffee and sandwich kiosk known as the Market Café"; and (3) "from installing any vendor other than [appellant] as a temporary or permanent licensed blind vendor operator of any expansion of vending services on the Health Science Campus of the University of Toledo."

{¶ 9} While the motion to enforce settlement remained pending, appellant sought, and the trial court granted on October 18, a TRO against appellee "from 1) entering into any operator agreement, temporary or otherwise, with any vendor other than plaintiff for the purpose of operating the coffee and sandwich kiosk known as the Market Café, which is located inside the University of Toledo Medical Center, or 2) placing any vendor other than Mr. Cyrus as the operator of said coffee and sandwich kiosk."

{¶ 10} The TRO remained in effect until the trial court dissolved it on January 27, 2022. Concurrently, the trial court denied appellant's motion to enforce the Settlement Agreement and for a preliminary injunction. Appellant timely appealed and set forth five assignments of error:

I. The lower court erred by failing to conduct the requisite evidentiary hearing prior to making a final determination on the merits of Appellant's Motion to Enforce Settlement Agreement.

II. The lower court erred by concluding that the Settlement Agreement is no longer valid due to Appellant not complying with the provision concerning payment of commissions, despite the payment of commissions not be required under Bureau Grantor Agreements since 2014 and the Ohio Attorney General determining in 2014 that payment of such commissions is unlawful.

III. The lower court erred by concluding that the Settlement Agreement is no longer valid due to it not applying to successive Bureau Grantor Agreements, despite the Settlement Agreement making no mention of its continued enforceability being limited to any particular Bureau Grantor Agreement.

IV. The lower court erred, based on the principle of issue preclusion (emphasis sic), by re-examining whether the term "vending services" in the Settlement Agreement refers only to vending machines, when the issue had already been decided by Appellee OOD's Adjudication Order in 2017.

V. Even if the lower court were not bound by the 2017 Adjudication Order in which OOD determined the term "vending services" in the Settlement Agreement means more than only vending machines, the lower court erred by deeming the term unambiguous (despite the term not being defined in the Settlement Agreement) and failing to consider extrinsic evidence that plainly establishes the parties always understood the term as meaning more than only vending machines.

{¶ 11} On March 14, 2022, appellant filed with this court an application for injunction pending appeal, which appellee opposed. On July 6, this court denied appellant's motion.

II. Analysis

{¶ 12} Each of appellant's assignments of error challenge the outcome of the task he requested from the trial court: to determine whether the Settlement Agreement was enforceable against appellee for a combination coffee kiosk and sandwich stand. Our determination on the enforceability of the Settlement Agreement is dispositive of appellant's appeal of his concurrent motion for a permanent injunction.

A. Standard of Review

{¶ 13} "A settlement agreement is a contract designed to terminate a claim by preventing or ending...