Lakeside Produce Distribution, Inc. v. Wirtz
| Decision Date | 25 February 2021 |
| Docket Number | No. 109460,109460 |
| Citation | 2021 Ohio 505 |
| Parties | LAKESIDE PRODUCE DISTRIBUTION, INC., ET AL., Plaintiffs-Appellants, v. AMY WIRTZ, ET AL., Defendants-Appellees. |
| Court | Ohio Court of Appeals |
Civil Appeal from the Cuyahoga County Court of Common Pleas
Appearances:
Thrasher Dinsmore & Dolan, L.L.P., and Leo M. Spellacy, Jr., for appellants.
Gallagher Sharp L.L.P., Timothy T. Brick, and Lori E. Brown, for appellees.
{¶ 1} Plaintiffs-appellants, Terrence Granzier and Lakeside Produce Distribution, Inc. (collectively "plaintiffs"), appeal the dismissal of their refiled complaint against defendants-appellees, Amy Wirtz and Wirtz Legal Solutions L.L.C. (collectively "Wirtz"). Lakeside claims the following error:
The trial court erred in finding that the collaborative law agreement was not an enforceable contract and dismissing the complaint under Civ.R. 12(B)(6).
{¶ 2} After careful review of the record and relevant case law, we affirm the trial court's judgment.
{¶ 3} This breach-of-contract case arose as a result of divorce proceedings between Terrence Granzier ("Mr. Granzier") and his ex-wife ("Mrs. Granzier"). In an effort to terminate their marriage without litigation, Mr. and Mrs. Granzier opted to use the collaborative family law process set forth in R.C. 3105.41 et seq. The collaborative law process requires that both parties be represented by counsel, who are retained solely for purposes of settlement negotiations and not for purposes of litigation. Wirtz represented Mrs. Granzier.
{¶ 4} In October 2015, the Granziers entered into a "Collaborative Law Agreement" ("the Agreement") to negotiate a settlement of their divorce. The Agreement contains the following clause: "We will work to protect the privacy, respect and dignity of all involved, including parties, attorneys and consultants." The final provision of the Agreement promises that "both parties and lawyers hereby pledge to comply with and to promote the spirit and written word of this document." (Collaborative Law Agreement attached to complaint p. 4.)
{¶ 5} The Granziers and their attorneys signed the Agreement. The Granziers also signed a separate addendum to the Agreement, which was not signed by counsel. The addendum states that one of the "possible benefits" of the Agreement is that "[a]ll information is shared fully in a private forum, on request of either party, and all negotiations take place directly, face-to-face." (Addendum to Collaborative Law Agreement attached to the complaint, p. 2.) Based on these agreements, Mr. Granzier believed that any information provided during the collaborative law process would remain confidential. (Complaint ¶ 17-19.)
{¶ 6} Mr. Granzier is the sole shareholder of Lakeside Produce Distribution, Inc. ("Lakeside"). Lakeside provides salad manufacturers with a year-round supply of bulk cabbage. Mr. Granzier was concerned that if news of his divorce became public, his competitors, particularly Cabbage, Inc., would use the information for their own advantage and "place doubts in the minds of Lakeside's growers and customers as to the Lakeside's liquidity." (Complaint ¶ 16.)
{¶ 7} Mr. Granzier discovered during the collaborative law process that Wirtz had shared information about the Granziers' divorce and Lakeside to members of Cabbage, Inc., with whom Wirtz shared office space. Consequently, in June 2018, plaintiffs filed a complaint against Wirtz, asserting claims of breach of contract, misappropriation of trade secrets, and intentional interference with business relationships. The complaint alleged, among other things, that Wirtz breached the Agreement by disclosing confidential information regarding Mr. Granzier's divorceto Cabbage Inc. Wirtz filed a motion to dismiss. The trial court granted the motion to dismiss, in part, and dismissed the breach-of-contract claim.
{¶ 8} In order to immediately appeal the decision, plaintiffs voluntarily dismissed the complaint (i.e., the remaining claims for misappropriation of trade secrets and intentional inference with business relationships). Thereafter, plaintiffs refiled the complaint, alleging only the breach-of-contract claim. The refiled complaint alleged that Mr. Granzier informed Wirtz of the need for keeping his divorce confidential, particularly with regard to Lakeside's competitors, and that Wirtz confirmed that the communications would be kept secret. (Complaint ¶ 15.) The complaint further alleged that Wirtz disclosed confidential information concerning the Granzier's divorce to members of Cabbage, Inc. and that, based on information provided by Wirtz, Cabbage, Inc. told growers and customers that it was considering purchasing Lakeside. (Complaint ¶ 29, 33, 35.) Lakeside alleges that it lost business and profits as a result of these statements. (Complaint ¶ 47.)
{¶ 9} Wirtz again moved to dismiss the complaint, pursuant to Civ.R. 12(B)(6), claiming plaintiffs failed to state claim on which relief could be granted. Wirtz argued that (1) there was no enforceable confidentiality provision in the Agreement, and that (2) because Lakeside was not a party to the Agreement, it lacked standing to assert a breach-of-contract claim. The trial court agreed and dismissed the complaint. Plaintiffs now appeal the trial court's judgment.
{¶ 10} The trial court dismissed the complaint pursuant to Civ.R. 12(B)(6). A Civ.R. 12(B)(6) motion to dismiss for failure to state a claim on which relief can be granted "is procedural and tests the sufficiency of the complaint." State ex rel. Hanson v. Guernsey Cty. Bd. of Commrs., 65 Ohio St.3d 545, 548, 605 N.E.2d 378 (1992), citing Assn. for Defense of Washington Local School Dist. v. Kiger, 42 Ohio St.3d 116, 117, 537 N.E.2d 1292 (1989).
{¶ 11} A trial court's review of a Civ.R. 12(B)(6) motion to dismiss is limited to the four corners of the complaint along with any documents properly attached to, or incorporated within, the complaint. Glazer v. Chase Home Fin. L.L.C., 8th Dist. Cuyahoga Nos. 99875 and 99736, 2013-Ohio-5589, ¶ 38. An appellate court reviews de novo a trial court's decision granting a motion to dismiss under Civ.R. 12(B)(6). Perrysburg Twp. v. Rossford, 103 Ohio St.3d 79, 2004-Ohio-4362, 814 N.E.2d 44, ¶ 5.
{¶ 12} In our review of a Civ.R. 12(B)(6) motion to dismiss, we must accept the material allegations of the complaint as true and make all reasonable inferences in favor of the plaintiff. Jenkins v. Cleveland, 8th Dist. Cuyahoga No. 104768, 2017-Ohio-1054, ¶ 8, citing Johnson v. Microsoft Corp., 106 Ohio St.3d 278, 2005-Ohio-4985, 834 N.E.2d 791, ¶ 6. For a party to ultimately prevail on the motion, it must appear from the face of the complaint that the plaintiff can prove no set of facts thatwould justify a trial court granting relief. Id., citing O'Brien v. Univ. Community Tenants Union, Inc., 42 Ohio St.2d 242, 245, 327 N.E.2d 753 (1975).
{¶ 13} In the sole assignment of error, plaintiffs argue the trial court erred in dismissing the complaint for failure to state a claim on which relief could be granted. They contend the court erroneously concluded there was no enforceable confidentiality provision in the parties' agreement.
{¶ 14} To state a claim for breach of contract, the plaintiff must allege (1) the existence of a binding contract, (2) the nonbreaching party performed his or her contractual obligations, (3) the other party failed to fulfill its contractual obligations without legal excuse, and (4) the nonbreaching party suffered damages as a result of the breach. Cynergies Consulting, Inc. v. Wheeler, 8th Dist. Cuyahoga No. 90225, 2008-Ohio-3362, ¶ 15, citing All Star Land Title Agency, Inc. v. Surewin Invest., Inc., 8th Dist. Cuyahoga No. 87569, 2006-Ohio-5729.
{¶ 15} The parties' Agreement and addendum were attached to the refiled complaint and incorporated therein. After reviewing the Agreement, the trial court concluded that the first element of a contract claim was not met because there was no binding confidentiality agreement. The trial court found that the language in the Agreement was too aspirational to constitute an enforceable agreement.
{¶ 16} To be enforceable, a contract must have an offer, acceptance, consideration, and a manifestation of mutual assent. Kostelnik v. Helper, 96 Ohio St.3d 1, 2002-Ohio-298, 770 N.E.2d 58, ¶ 16. A valid offer, the acceptance of whichwould create an enforceable contract, must contain terms that are "reasonably certain." Restatement of the Law 2d, Contracts, Section 33(1) (1981) (); Alligood v. Procter & Gamble Co., 72 Ohio App.3d 309, 311, 594 N.E.2d 668 (1st Dist.1991) ().
{¶ 17} To prove the existence of a contract, the proponent of the contract must show that "both parties consented to the terms of the contract, that there was a 'meeting of the minds' of both parties, and that the terms of the contract are definite and certain." Nilavar v. Osborn, 137 Ohio App.3d 469, 484, 738 N.E.2d 1271 (2d Dist.2000), quoting McSweeney v. Jackson, 117 Ohio App.3d 623, 631, 691 N.E.2d 303 (4th Dist.1996).
{¶ 18} The terms of a contract are sufficiently certain if they "'provide a basis for determining the existence of a breach and for giving an appropriate remedy.'" Mr. Mark Corp. v. Rush, Inc., 11 Ohio App.3d 167, 169, 464 N.E.2d 586 (8th Dist.1983), quoting Restatement of the Law 2d, Contracts, Section 33, at 92 (1981). See also In re Estate of Bohl, 2016-Ohio-637, 60 N.E.3d 511 (12th Dist.) (...
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