Inland Refuse Transfer Co. v. Browning-Ferris Industries of Ohio, Inc., BROWNING-FERRIS

• Court: United States State Supreme Court of Ohio
• Writing for the Court: PER CURIAM; FRANK D. CELEBREZZE; HOLMES
• Citation: 474 N.E.2d 271,15 Ohio St.3d 321,15 OBR 448
• Parties: , 15 O.B.R. 448 INLAND REFUSE TRANSFER CO. et al., Appellants, v.INDUSTRIES OF OHIO, INC. et al., Appellees.
• Docket Number: BROWNING-FERRIS,No. 83-1826
• Decision Date: 31 December 1984

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15 Ohio St.3d 321 474 N.E.2d 271, 15 O.B.R. 448 INLAND REFUSE TRANSFER CO. et al., Appellants,
v.
BROWNING-FERRIS INDUSTRIES OF OHIO, INC. et al., Appellees. No. 83-1826. Supreme Court of Ohio. Dec. 31, 1984.

Climaco, Seminatore, Lefkowitz & Kaplan Co., L.P.A., and John R. Climaco, Cleveland, for appellants.

Baker & Hostetler, Albert J. Knopp and Belinda J. Scrimenti, Cleveland, for appellees.

PER CURIAM.

This appeal raises three issues. First, whether summary judgment was appropriate in determining the intended duration of the Landfill Agreement. Second, whether Inland was improperly denied discovery. Third, whether the Landfill Agreement is void as a covenant in restraint of trade.

Civ.R. 56(C) provides that summary judgment shall be rendered only if there "is no genuine issue as to any material fact and * * * the moving party is entitled to judgment as a matter of law." If a contract is clear and unambiguous, then its interpretation is a matter of law and there is no issue of fact to be determined. Alexander v. Buckeye Pipe Line Co. (1978), 53 Ohio St.2d 241, 374 N.E.2d 146 [7 O.O.3d 403]. [474 N.E.2d 273] However, if a term cannot be determined from the four corners of a contract, factual determination of intent or reasonableness may be necessary to supply the missing term. Hallet & Davis Piano Co. v. Starr Piano Co. (1911), 85 Ohio St. 196, 97 N.E. 377.

The issue in this case is the duration of the Landfill Agreement. However, the Agreement fails to expressly state the duration--whether that may be for a specific term, or until the occurrence of a particular event, such as the payment of the Note or the filling of the Landfill. BFIO

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contends, however, that the duration can be clearly and unambiguously supplied by implication from express terms of the Land Contract.

BFIO first cites a portion of the Land Contract which provides, in relevant part, as follows:

"As further consideration for the premises, the Vendee [Inland], concurrently herewith, has entered into a Landfill Agreement with the Vendor [BFIO] * * *."

This provision clearly does not indicate the duration of the Landfill Agreement. An obligation of limited duration may suffice as legal consideration as well as one for the useful life of the property.

Next, BFIO relies upon a provision of the Agreement which states:

"All of the representations and warranties * * * [in] this Agreement shall survive the Closing Date until the Promissory Note has been fully paid and all performance has been completed under the Land Contract, this Agreement, the Landfill Agreement and the Pledge Agreement * * *."

This provision acknowledges that Inland has a variety of obligations. It does not, however, provide when they are fulfilled, let alone clearly and unambiguously provide that the Landfill Agreement shall continue for the useful life of the Landfill. ²

BFIO also contends that provisions making the Landfill Agreement an encumbrance on the title indicate that the obligation was to continue after the Note was paid and the title was transferred. However the title could also be transferred before the Note was paid if BFIO exercised its option to convey the title early and receive a mortgage to secure the Note. Thus, the Landfill Agreement could be an encumbrance on the title and still terminate when the Note was paid.

Finally, BFIO cites the preferential fee schedule which states, in pertinent part:

"A. During the first five years of this Agreement, BFIO shall pay Inland an amount equal to 50 cents per cubic yard of waste material (compacted or loose) delivered to the Site.

"B. For each contract year of this Agreement, commencing with the sixth such contract year: * * * "

BFIO maintains that this indicates that the Landfill Agreement was to survive the Note, whose original term was only five years. It may also be interpreted as merely providing for the contingency of the Note not being paid as originally scheduled, such as in the case of a default. This would be consistent with Inland's contention that the Landfill Agreement terminates whenever the Note is paid, whether prepaid, at maturity, or thereafter.

It is conceded that there is no term in the Land Contract that expressly

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states the duration of the Landfill Agreement. After a careful review of the...