Latina v. Woodpath Development Co.
| Decision Date | 27 February 1991 |
| Docket Number | No. 90-53,90-53 |
| Citation | 57 Ohio St.3d 212,567 N.E.2d 262 |
| Parties | LATINA, Appellant, v. WOODPATH DEVELOPMENT COMPANY, Appellee. |
| Court | Ohio Supreme Court |
In 1979, Woodpath Development Company ("Woodpath") began development of a residential real estate subdivision that became known as Woodpath Phase I. In furtherance of developing Phase I, Woodpath granted Hickory Hills Building Company, operated by home builder Anthony Latina, a "first right of refusal" to purchase property in the subdivision. A "first right of refusal," also known as a "right of first refusal," is a promise to present offers to buy property made by third parties to the promisee in order to afford the promisee the opportunity to match the offer. Latina subsequently took part in the successful development of Phase I.
Woodpath Phase II followed shortly thereafter. Woodpath developed Phase II without the use of a right of first refusal. Again, Latina took part in the successful development of Phase II.
Woodpath next began plans for Woodpath Phase III. In furtherance of this endeavor, George Turney, one of Woodpath's two principals, discussed with Latina the possibility of retaining Latina's assistance in obtaining financing to purchase the land for Phase III and in obtaining municipal approval for Phase III. Subsequently, in October 1984, Turney sent the following letter to Latina:
Development of Phase III went forward and in 1986 Turney met with Latina and offered him the opportunity to purchase lots in Phase III for $42,000 per lot. Initially, Latina countered by offering $35,000 per lot, eventually offering as much as $40,000 per lot. Latina would go no higher without seeing another builder's offer to buy at $42,000. Woodpath subsequently accepted another builder's offer for $42,000 per lot without presenting the offer to Latina.
Latina then brought this action for breach of contract, alleging that Latina and Woodpath had entered a contract, evidenced by the October 1984 letter, whereby Woodpath promised Latina a right of first refusal to purchase Phase III lots. A jury returned a verdict for Latina in the Court of Common Pleas of Cuyahoga County. The verdict found that Woodpath had promised Latina a right of first refusal to purchase an indeterminate number of lots in Phase III and awarded $250,000 in damages.
Woodpath appealed the judgment of the trial court to the court of appeals. The appeal asserted that the trial court erred in not granting a directed verdict for Woodpath on the grounds that either there was no contract or, that if there was a contract, Woodpath performed all that was required of it under the contract. Woodpath also asserted that the trial court erred in not entering judgment against Latina based upon the Statute of Frauds, in admitting an expert's opinion on whether the...
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