Easton Telecom Servs., L.L.C. v. Vill. of Woodmere, No. 107861
| Court | United States Court of Appeals (Ohio) |
| Writing for the Court | MICHELLE J. SHEEHAN, J. |
| Citation | 2019 Ohio 3282 |
| Parties | EASTON TELECOM SERVICES, L.L.C., Plaintiff-Appellant, v. VILLAGE OF WOODMERE, ET AL., Defendants-Appellees. |
| Docket Number | No. 107861 |
| Decision Date | 15 August 2019 |
2019 Ohio 3282
EASTON TELECOM SERVICES, L.L.C., Plaintiff-Appellant,
v.
VILLAGE OF WOODMERE, ET AL., Defendants-Appellees.
No. 107861
COURT OF APPEALS OF OHIO EIGHTH APPELLATE DISTRICT COUNTY OF CUYAHOGA
August 15, 2019
JOURNAL ENTRY AND OPINION
JUDGMENT: AFFIRMED
Civil Appeal from the Cuyahoga County Court of Common Pleas
Case No. CV-17-887037
Appearances:
Stephen G. Thomas Co., L.P.A., and Stephen G. Thomas, for appellant.
Consolo Law Firm Co., L.P.A., and Frank Consolo, for appellees.
MICHELLE J. SHEEHAN, J.:
{¶ 1} Plaintiff-appellant Easton Telecom Services, L.L.C. ("Easton"), appeals the trial court's decision denying its motions for summary judgment against defendants-appellees former Mayor Charles E. Smith and the village of Woodmere
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("Woodmere" or "the village"). Easton also appeals the trial court's decision granting Smith's and Woodmere's cross-motions for summary judgment. Upon de novo review, we find that no genuine issues of material fact remain to be litigated and Smith is entitled to judgment as a matter of law regarding Easton's claim under R.C. 3.12 and for promissory estoppel. We also find that Woodmere is entitled to judgment as a matter of law regarding Easton's claim in mandamus for its alleged violation of the Ohio Public Records Act and for Easton's claim of breach of contract and promissory estoppel. We therefore affirm.
{¶ 2} On October 6, 2017, Easton filed a complaint against Woodmere and its former mayor, Charles E. Smith, regarding a contract for telecommunications services for the village. The complaint states that Easton agreed to provide "100 MB internet service"1 to the village through a fiber-optic cable installed by Easton's subcontractor, Everstream, at a price of $1,370 per month for a term of 36 months. According to the complaint, Easton entered into a contract with Everstream in reliance upon the contract with the village. Thereafter, the village notified Easton that it would not honor the contract.
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{¶ 3} The complaint asserts the following causes of action: (1) breach of contract against the village; (2) personal liability against Mayor Smith; (3) promissory estoppel against the village and the former mayor; and (4) mandamus action against the village. In its complaint, Easton sought damages in the amount of $49,655.28 against the village for breach of contract or against Mayor Smith for damages authorized by statute. Easton also requested reliance damages under its promissory estoppel action. Finally, the complaint sought an order in mandamus for the village to produce the requested public records documents, statutory damages, and reasonable attorney fees.
{¶ 4} On July 27, 2018, Easton filed a motion for summary judgment against Mayor Smith for contractual statutory damages under R.C. 3.12 and against Woodmere on its mandamus claim for noncompliance with Easton's public records request. On August 8, 2018, Woodmere and Mayor Smith filed a joint motion for summary judgment against Easton on all claims. All summary judgment motions were opposed. On October 5, 2018, Easton filed a motion to strike the affidavit and exhibit attached to Woodmere's reply brief in support of its summary judgment on Easton's mandamus action, arguing that Woodmere failed to obtain leave of court to file the attached documents. Alternatively, Easton moved for leave of court instanter to oppose Woodmere's motion for summary judgment with its evidence and arguments offered in support of its own motion for summary judgment. The trial court did not rule on Easton's motion to strike. The motion is therefore deemed denied. Lerner v. Giolekas, 8th Dist. Cuyahoga No. 102768, 2016-Ohio-696, ¶ 8.
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{¶ 5} On October 9, 2018, the trial court granted summary judgment in favor of the village and Mayor Smith on Easton's R.C. 3.12 claim against Mayor Smith and Easton's claims of breach of contract, promissory estoppel, and mandamus. In this order, the trial court also denied Easton's summary judgment motions on its R.C. 3.12 claim and its mandamus action.
{¶ 6} Easton now appeals the trial court's judgment, assigning five errors for our review.
I. The trial court erred in granting summary judgment in favor of Mayor Smith on Easton's claim under R.C. 3.12.
II. The trial court erred in denying summary judgment in favor of Easton on its R.C. 3.12 claim against Mayor Smith.
III. The trial court erred in denying summary judgment in favor of Easton on its public records mandamus claim.
IV. The trial court erred in granting summary judgment to Woodmere on Easton's public records mandamus claim.
V. The trial court erred in granting summary judgment to Woodmere on Easton's causes of action for breach of contract and promissory estoppel.
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{¶ 7} On June 19, 2017, Mayor Smith signed a contract for Easton to provide 100 MB internet services to Woodmere via a fiber-optic cable for a term of 36 months at a rate of $1,370 per month, for a total contract price of $49,320. According to Easton, in reliance upon the contract Mayor Smith had signed, Easton contracted with Everstream for the installation of the fiber-optic cable for a total contract price of $26,172 over 36 months. Both contracts included an early-termination fee if the service did not proceed to the full 36-month term. On July 24, 2017, Everstream installed fiber-optic cable to Woodmere's village hall, with an estimated completion date for commencing internet service of August 24, 2017.
{¶ 8} In his deposition, Mayor Smith stated that he signed the contract in his capacity as Mayor and that "just the $1,370" was within his spending authority. According to the village's treasurer, Thomas M. Cornhoff, Section 107.01(c) of the village's codified ordinances prohibits the mayor from entering into a contract for the provision of services where the provision of services would exceed $5,000. Cornhoff stated that because the contract with Easton requires an expenditure by the village of more than $5,000, Mayor Smith had no authority to enter into the contract without council's approval. Additionally, according to Cornhoff, Section 107.01(a) requires the treasurer's signature on the contract, and this contract did not include his signature. Finally, Cornhoff stated that Mayor Smith
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never presented the contract for internet services to the village council for authorization, as was required.
{¶ 9} In its opposition to Woodmere's motion for summary judgment, Easton argued that Cornhoff stated in his deposition that Mayor Smith had the discretionary authority to contract with third parties, up to $25,000. In its reply, Woodmere and Smith disputed Easton's characterization of Cornhoff's testimony, stating that Cornhoff did not testify that Mayor Smith could "contract with third parties" for an amount not to exceed $25,000, nor does Mayor Smith have such authority. In his deposition, Cornhoff stated that under the annual appropriations, the mayor has a "discretionary line item which is part of the budget * * * a component of Other Operations for Administration." This item, according to Cornhoff, is titled, "Mayor's Discretionary" and is usually for $24,000 to $25,000 per year, but is not guaranteed to be renewed each year.
{¶ 10} Prior to the mayor signing the contract with Easton, however, the village council had its council meeting on June 14, 2017, and during the meeting, council placed on its first reading Resolution No. 2017-27, which authorized the mayor to enter into a contract with Spectrum to provide the village with internet services via fiber-optic cable for $750 per month for 36 months. According to Robert E. Mocas, Easton's president, Mocas received a phone call from Cornhoff on or about July 28, 2017, advising him that the contract with Mayor Smith is not valid until it is approved by council. Easton claims that prior to this phone call, it was unaware Mayor Smith lacked authority to execute the contract. It is unclear in the
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record exactly why Mayor Smith executed a contract with Easton when council had already begun the process to authorize the mayor to enter into a contract with Spectrum.
{¶ 11} Thereafter, during a council meeting on August 2, 2017, and after a third reading, council passed Resolution No. 2017-27, which provided that "Council has determined that it is in the best interest of the village to enter into a 36-month agreement with Spectrum to provide the village with internet service at 100 mbps in the amount of $799 per month * * *." The resolution, as amended, was signed by the village council president and Mayor Smith. Woodmere's law director, Frank Consolo, notified Mocas on August 9, 2017, that the agreement between Easton and Mayor Smith is "null and void" because Ohio law and the village's charter and ordinances required the mayor to receive council approval prior to entering into a contract with Easton.
{¶ 12} On August 24, 2017, purportedly in anticipation of litigation, Easton submitted a voluminous public records request to Woodmere via certified mail and hand-delivery, seeking the following:
1. Letters, emails and all other communications with Netcom Communications Networking, Inc. d.b.a NetCom.Com.Net ("NetCom") and/or with Kenneth W. Dabney or other representative(s) of NetCom, during calendar years 2016 and 2017, to the present.
2. Contracts and other agreements between the Village of Woodmere ("Woodmere) and NetCom for services rendered during calendar years 2016 and 2017.
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3. Invoices, bills, ledgers and other records of payments by Woodmere to NetCom during calendar years 2016 and 2017....
4. Letters, emails and other communications with Windstream Communications, LLC ("Windstream") during calendar years 2016 and 2017, to the present.
5. Contracts and other agreements between the Woodmere and Windstream, including any notice of termination, for services rendered during calendar
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