Cyrus v. Univ. of Toledo, 20-3913

CourtUnited States Courts of Appeals. United States Court of Appeals (6th Circuit)
Writing for the CourtCLAY, CIRCUIT JUDGE.
Docket Number20-3913
Decision Date01 April 2022

JAMES CYRUS, Plaintiff-Appellee,

UNIVERSITY OF TOLEDO, et al., Defendants,


No. 20-3913

United States Court of Appeals, Sixth Circuit

April 1, 2022



Before: CLAY, DONALD, and NALBANDIAN, Circuit Judges.



Defendant Opportunities for Ohioans with Disabilities ("OOD"), Bureau of Services for the Visually Impaired ("BSVI"), appeals from the district court's grant of Plaintiff James Cyrus' motion to enforce the settlement agreement, in this case arising under the Randolph-Sheppard Act ("RSA"), 20 U.S.C. § 107, et seq, and Ohio's state equivalent, Ohio Admin. Code 3304:1-21-01. For the reasons set forth below, we AFFIRM the district court's order enforcing the settlement agreement.



A. Factual Background

Congress enacted the RSA in 1936 to "provid[e] blind persons with remunerative employment[.]" 20 U.S.C. § 107(a). It thus created a statutory framework for "blind persons licensed under the [act] . . . to operate vending facilities on any Federal property."[1] Id. The act divides responsibility between state and federal agencies and designates a state licensing agency ("SLA") "to issue licenses to blind persons who are citizens of the United States for the operating of vending facilities on Federal and other property in such State for the vending of newspapers, periodicals, confections, tobacco products, foods, beverages, and other articles or services dispensed automatically or manually and prepared on or off the premises[.]" 20 U.S.C. § 107a(a)(5). Ohio's statutory equivalent of the RSA is the so-called "mini-RSA." State v. United States, 986 F.3d 618, 621 (6th Cir. 2021). Ohio's mini-RSA extends priority to blind vendors on all in-state governmental property, which includes the University of Toledo Health Science Campus ("University;" "Health Science Campus").

Plaintiff James Cyrus is a licensed blind vendor in the Business Enterprise Program of BSVI, a division of OOD. Since 1993, Cyrus has operated various vending machines and grab-and-go food and beverage kiosks at the Health Science Campus under the RSA and Ohio's mini-RSA.

1. The Parties' Contracts

The Bureau-Grantor Agreement and the Operator Agreement govern the parties' relationships. In 1993, OOD and the Health Science Campus entered into an initial Grantor


Agreement; an additional Grantor Agreement was executed in June 2018 ("2018 Grantor Agreement"). Under the 2018 Grantor Agreement, a "licensed blind vendor," i.e., Cyrus, was granted "the exclusive right to operate a combination coffee kiosk and sandwich stand[.]" (Grantor Agreement, Ex. B, R. 2-1, PageID # 42). The Grantor Agreement obligates the signatories (and, derivatively, Cyrus[2]) to perform specific duties. For example, BSVI is required to "provide [to the blind vendor] any necessary equipment, initial supplies, and other services necessary[.]" (Grantor Agreement, Ex. B, R. 2-1, PageID # 42). Likewise, BSVI is also required to make sure that the blind vendor "offers a variety of coffee, coffee drinks, smoothies, tea, sandwiches, and other food products and provides choices of bread, meats, cheeses[, ] and toppings for customizable sandwich options." (Id. at PageID # 43). While the University is not responsible for maintenance or repair of BSVI-owned equipment, it agreed to "[e]nsure that all food storage space can be locked and/or appropriately secured by OOD/BSVI's Vendor to prevent tampering or theft." (Id. at PageID # 45). The parties shared a "[j]oint[]" obligation "to maintain the security of the premises." (Id. at PageID # 46).

The other relevant contract is the Operator Agreement. Ohio Admin. Code 3304:1-21-01(G)-(H). Cyrus entered into a 1993 Operator's Agreement with BSVI; the contract assigned Cyrus Facility #304, which includes multiple vending sites, including a kiosk known as Market Café, on the Health Science Campus.[3] A 2010 Operator Agreement superseded the 1993 version and remains in effect.


2. Issues Arise

The long-standing relationship between Cyrus, the University, and OOD soured once Cyrus expanded his food-services operation to include a catering component. The Grantor Agreement does not directly mention catering services, but it envisions "delivery services." (Grantor Agreement, Ex. B, R. 2-1, PageID # 43). Even though the agreement itself does not specify catering, Cyrus asserts that University personnel and BSVI representatives assured him that the Grantor Agreements posed no barrier to him expanding his services with a catering component. In reliance on these representations, Cyrus avers that he purchased University-approved catering equipment, invested personal financial resources, and hired employees, including an executive chef, a sous-chef, and an operations manager. Soon after catering operations commenced, the University protested, contending that the parties' contracts did not contemplate catering.[4] The University food service employees' union filed a grievance and agreed with the University that the pre-existing collective bargaining agreement prevented Cyrus from engaging in catering activities. Frustrated with the union's position, Cyrus filed suit and sought injunctive relief from the district court to continue the catering operations.

Separately, at some point in early 2019, Cyrus and his staff noticed missing inventory from the unlocked storage area used by Cyrus on the Health Science Campus. Consistent with its statutory duty under the mini-RSA, OOD provided Cyrus with an initial inventory for the kiosk in July 2018. Ohio Admin. Code 3304:1-21-05(C). This inventory was stored in the University's Mumford Library basement, adjacent to the food preparation area. The storage space had a pulldown metal security partition; however, the University had not installed a hasp to accommodate a


padlock. Because there were no active security cameras, the storage area remained unlocked and unwatched.

Cyrus attests that he has been instructed over the years that absent an emergency, a vendor should not contact the police directly about vending operations but should go through OOD's local representative. Accordingly, as indicated below, beginning at least in February 2019, Cyrus notified Lynette Hustwick, OOD's local representative, of the missing inventory and the lack of security:

February 1, 2019: Lyn, When are we going to be able to access the security camera's by the coffee kiosk? Amy is reporting that there are a number of items that are showing up missing.
May 1, 2019: Lyn, We are still seeing a large amount of theft from the Market Café. Deena the manager is reporting whole bottle of syrups are waking from upstairs and over the weekend the staffs tip money was stolen from the Market Café. It look like bags of coffee are being stolen as well. I not sure if they are being taken from downstairs or from upstairs at this point . . . Our food costs/Starbucks inventory costs are running well above what it should be. The matter of theft and security cameras need to be addressed.
May 5, 2019: Hi Lyn; Theft has been reported again and again to both UT and [the Bureau] . . . The clear attitude that I have gotten from both UT and [the Bureau] about theft, is at best total indifference . . . What immediate steps will UT and BEP be taking to help in this matter?
June 14, 2019: Hi Lyn; FYI; we had Starbucks deliver a pallet of product yesterday and we had to order another pallet for delivery next week. Do we have a date certain on securing the storage area yet?
August 22, 2019: Hi Lyn; We are still seeing stuff missing in the large storage room. David is reporting that there is at least (150 five hours energy drinks missing from the large storage room this morning. They are stored right behind the cages that we have the Starbucks inventory stored.

(Pl.'s Br. at 6-7 (quoting Mot. to Enforce Settlement Agreement, R. 41-1, PageID ## 572-76) (verbatim e-mail communications)). A hasp was eventually installed to secure the inventory


storage area on July 17, 2019. After the installation, Cyrus reports that the loss of missing inventory came to an end.[5]

B. Procedural History

On August 2, 2019, Cyrus filed his complaint for injunctive relief and a motion for a temporary restraining order ("TRO") against Defendants: (1) Sharon Gaber, the President of the University of Toledo; (2) the University of Toledo; (3) Kevin Miller, Director of OOD; (4) Gregory Dormer, Director of the BSVI; and (5) the BSVI, a component of OOD. Defendants opposed the TRO. Defendants Miller, Dormer, OOD, and BSVI (i.e., all Defendants other than Gaber) filed a joint response in opposition, contending that the district court lacked subject-matter jurisdiction, that Cyrus had failed to exhaust administrative remedies, and that the request for injunctive relief should be denied on the merits. Separately, Defendant Gaber and the University of Toledo filed an opposition to the motion for a TRO, advancing similar defenses.

On August 20, 2021, Cyrus filed his amended complaint for injunctive relief against the University of Toledo, BSVI/OOD, and American Federal of State, County, and Municipal Employees ("AFL-CIO") Local 2415. He asked the district court to enjoin Defendants from preventing Cyrus from engaging in catering activities through the kiosk. The district court postponed the August 7, 2019 hearing on the motion for a TRO so the parties could discuss a settlement, following which, all defendants other than Defendant OOD were dismissed.

1. The Settlement Agreement

The parties engaged in settlement negotiations on September 23, 2019, which ostensibly ended in a mutual agreement between OOD...

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