Lone Star Equities, Inc. v. Dimitrouleas
Decision Date | 12 June 2015 |
Docket Number | No. 26321.,26321. |
Citation | 34 N.E.3d 936 |
Parties | LONE STAR EQUITIES, INC., et al., Plaintiffs–Appellants v. George DIMITROULEAS, et al., Defendants–Appellees. |
Court | Ohio Court of Appeals |
Stephen E. Klein, Vandalia, OH, for Plaintiffs–Appellants.
John M. Ruffolo, Richard Hempfling, Dayton, OH, Michael P. O'Donnell, Jeffrey T. Heintz, Cleveland, OH, for Defendants–Appellees.
WELBAUM
, J.
{¶ 1} In this case, Plaintiffs–Appellants, Louis Wiener and Lone Star Equities, Inc., appeal from summary judgments granted to Defendants–Appellees, George Dimitrouleas, First American Title Insurance Company (“First American”), and National Title Company (“National”). In support of their appeal, Appellants contend that although there are no factual issues, the trial court erred in sustaining the summary judgment motions of each Appellee.
{¶ 2} We conclude that the trial court did not err in rendering summary judgment in favor of all Appellees in connection with property that Dimitrouleas sold to Appellants. Concerning the contractual claims against Dimitrouleas, his purchase agreement with Appellants merged with the general warranty deed. To the extent that the purchase agreement excepted certain representations from merging, the statements that Dimitrouleas made were not actionable representations. Furthermore, additional taxes assessed against the property following a decision of the Board of Tax Appeals 18 months after the closing also did not violate the general warranty deed by constituting an encumbrance or lien on the property at the time of the closing. Moreover, even if one assumes that Dimitrouleas falsely or recklessly misrepresented facts about the pendency of valuation proceedings, Appellants could not have justifiably relied on these representations, because valuation proceedings are matters of public record. Appellants had the ability to inquire into the status of any such proceedings.
{¶ 3} As an additional matter, the undisputed facts indicate that National did not deviate from accepted standards of care when examining the title, and it is not liable for the failure to discover the pending action before the Board of Tax Appeals. The remaining claims against First American in connection with its policy of title insurance also fail, because the policy excludes coverage for taxes and assessments that are not due and payable at the time of closing. Accordingly, the judgment of the trial court will be affirmed.
{¶ 4} The facts in this case are undisputed. In 1998, Defendant–Appellee, George Dimitrouleas purchased a commercial warehouse located at 1927–1945 Needmore Road in Dayton, Ohio. For the tax year 2008, the Montgomery County Auditor appraised the property at a value of $1,849,250. In March 2009, Dimitrouleas filed a complaint with the Montgomery County Board of Revision (“BOR”), requesting that the property value be reduced. After Dimitrouleas attended a BOR hearing, the value was reduced to $1,516,560 on November 6, 2009, and the tax duplicates were adjusted.
{¶ 5} Subsequently, the Northridge Local Schools Board of Education (“Northridge”) appealed the BOR decision to the Board of Tax Appeals (“BTA”). Dimitrouleas also appealed to the BTA on November 30, 2009, asking that the BOR valuation be further reduced, from $1,516,560 to $980,000.
{¶ 6} On March 17, 2010, Dimitrouleas signed a purchase agreement, agreeing to sell the Needmore property to Plaintiff–Appellant, Lone Star Equities, Inc. (“Lone Star”), for a purchase price of $1,900,000. Lone Star was a Subchapter S corporation owned by Plaintiff–Appellant, Louis Wiener. Dimitrouleas also signed amendments to the contract in 2010, as well as a warranty deed for the property on January 24, 2011.
{¶ 7} The Purchase Agreement provided for various conditions precedent to the purchaser's obligation to purchase the property, including evidence of title. In this regard, the agreement stated that:
Ex. 4, p. 2, attached to the Affidavit of George Dimitrouleas, which, in turn, is attached as Exhibit A to Defendant's Motion for Summary Judgment, Doc. # 18 (March 17, 2010 Purchase Agreement, hereafter referred to as “Ex. 4.”).
{¶ 8} The Purchase Agreement further stated that Dimitrouleas would give Lone Star reasonable written documentation within 10 days after accepting the offer to purchase, including the most recent year's property tax information, if any, and an existing title report, if such information were available. Ex. 4, p. 3. With respect to taxes, the agreement additionally stated that:
10. Taxes: All installments of real estate taxes, and any other assessments against the Property, that are due and owing prior to Closing shall be paid by Seller regardless if the tenant reimburses Seller for same. The taxes and any other assessments assessed for the current year shall be prorated between Seller and Purchaser on a calendar year basis as of the closing date.
{¶ 9} Section 16 of the agreement also provided, in pertinent part, as follows:
{¶ 10} Finally, the agreement contained the following additional terms:
{¶ 11} On January 24, 2011, Dimitrouleas also signed an affidavit in anticipation of closing, which stated that:
Ex. E attached to Notice of Filing of Defendant's Responses to Plaintiffs' Second Request for Admissions, Doc. # 37.
{¶ 12} On January 24, 2011, Dimitrouleas also signed a General Warranty Deed conveying the property to Louis Wiener, ...
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