Lyon Revocable Trust v. Berry

• Court: Ohio Court of Appeals
• Writing for the Court: ZIMMERMAN, J.
• Citation: Lyon Revocable Trust v. Berry, 263 N.E.3d 1085, 2025 Ohio 425 (Ohio App. 2025)
• Docket Number: CASE NO. 8-24-07
• Decision Date: 10 February 2025
• Parties: Rena LYON REVOCABLE TRUST, Plaintiff-Appellant, v. Trent BERRY, et al., Defendants-Appellees.

263 N.E.3d 1085

2025-Ohio-425

Rena LYON REVOCABLE TRUST, Plaintiff-Appellant,

v.Trent BERRY, et al., Defendants-Appellees.

CASE NO. 8-24-07

Court of Appeals of Ohio, Third District, Logan County.

Date of Decision: February 10, 2025

Appeal from Logan County Common Pleas Court, General Division, Trial Court No. CV 22 12 0344.

Anthony C. Will, Marysville, for Appellant.

Kaylee R. Price, for Appellees.

OPINION

ZIMMERMAN, J.

{¶l} Plaintiff-appellant, the Rena Lyon Revocable Trust (“Lyon Trust”), appeals the judgment of the Logan County Court of Common Pleas dismissing its amended complaint against defendants-appellees, Trent Berry (“Trent”) and Faith Berry (“Faith”) (collectively, “defendants”). For the reasons that follow, we reverse.

{¶2} This case stems from the sale of property by Rena Lyon (“Lyon”), in her capacity as co-trustee of the Lyon Trust, to the defendants under a residential purchase agreement that was executed on October 28, 2022 for $450,000.00. Except for a John Deere tractor, the residential purchase agreement did not include the sale of any other personal property. The residential purchase agreement provides, in its relevant part, that

XII. TIME. Time is of the essence. All understandings between the Parties are incorporated in this Agreement. The Parties intend its terms as a final, complete and exclusive expression of their Agreement with respect to its subject matter and they may not be contradicted by evidence of any prior agreement or contemporaneous oral agreement.

…

XV. ENTIRE AGREEMENT. This agreement with any attached addendums or disclosures shall supersede any and all other prior understandings and agreements, either oral or in writing, between the Parties with respect to the subject matter hereof and shall constitute the sole and only agreements between the Parties with respect to the said Property. All prior negotiations and agreements between the Parties with respect to the Property hereof are merged into this Agreement. Each Party to this Agreement acknowledges that no representations, inducements, promises, or agreements, orally or otherwise, have been made by any Party or by anyone acting on behalf of any Party, which are not embodied in this Agreement and that any agreement, statement or promise that is not contained in this agreement shall not be valid or binding or of any force or effect.

(Emphasis in original.) (Doc. No. 51, Ex. A).

{¶3} Notwithstanding that agreement, the Lyon Trust alleged that, in conjunction with the negotiation for the sale of the residence, the parties also negotiated a separate agreement regarding Lyon’s personal property. This agreement provided that the defendants would store Lyon’s personal belongings at the residence until her new Kentucky residence was completed in exchange for a fee of (approximately) $80,000.00. Furthermore, under this separate agreement, the defendants were obligated to pack, load, transport, and unload Lyon’s belongings to her new residence. However, only Lyon signed the separate agreement and subsequent to the real property transfer, the defendants initiated the disposal of Lyon’s personal belongings.

{¶4} On December 29, 2022, the Lyon Trust filed a complaint against the defendants alleging claims for fraud, unjust enrichment, and conversion. That same day, the Lyon Trust filed a motion for a temporary restraining order and preliminary injunction to prevent the defendants from disposing of Lyon’s personal belongings. The trial court granted the temporary restraining order on February 6, 2023.

{¶5} On February 13, 2023, the defendants filed their answer along with counterclaims for fraudulent misrepresentation, breach of contract, and unjust enrichment. That same day, the defendants filed a motion to set aside the temporary restraining order.

{¶6} Following a hearing on February 13, 2023, the trial court’s magistrate vacated the temporary restraining order after the parties came to an agreement regarding the removal of Lyon’s personal belongings. After a hearing on March 13, 2023, the trial court’s magistrate ordered Lyons to remove the undisputed personal belongings by May 15, 2023, which she did. Thereafter, the trial court’s magistrate ordered the parties to submit an itemized statement reflecting the disputed property.

{¶7} On October 19, 2023, the Lyon Trust filed an answer to the defendants’ counterclaims along with an amended complaint, alleging claims for fraud, unjust enrichment, conversion, and breach of contract.

{¶8} On October 15, 2023, the defendants filed a motion to dismiss the Lyon Trust’s amended complaint under Civ.R.12(B)(6), arguing that the residential purchase agreement constituted the parties’ complete agreement. The defendants appended the residential purchase agreement, the separate personal property agreement, and a comparable market analysis to their motion to dismiss. On November 8, 2023, the Lyon Trust filed a memorandum in opposition to the defendants’ motion to dismiss its amended complaint, arguing that the parties had fully performed their obligations under the residential purchase agreement and that the agreement regarding Lyon’s personal belongings was a separate and distinct contract. On November 14, 2023, the defendants filed their reply to the Lyon Trust’s memorandum in opposition to their motion to dismiss the amended complaint.

{¶9} On December 29, 2023, the trial court granted the defendants’ motion to dismiss the amended complaint under Civ.R. 12(B)(6). (Doc. No. 54). Although the defendants’ counterclaims remain pending, the trial court certified that there is no just reason for delay under Civ.R. 54(B) on January 23, 2024.

{¶10} On February 21, 2024, the Lyon Trust filed a notice of appeal. Subsequently, on March 25, 2024, the defendants filed a motion to dismiss the Lyon Trust’s appeal in this court, arguing that the appeal had been rendered moot by a February 9, 2024 settlement agreement. In their motion, the defendants alternatively requested that this court stay the Lyon Trust’s appeal and remand the case to the trial court for a determination regarding the settlement agreement’s enforceability. On April 18, 2024, this court denied the defendants’ motion to dismiss the Lyon Trust’s appeal but granted their alternative request to stay the appeal and remand the case to the trial court for a determination of the settlement agreement’s enforceability. Following a hearing on August 16, 2024, the trial court on August 30, 2024 denied the defendants’ motion to enforce the settlement agreement, finding that the parties’ agreement extended only to the dismissal of the defendants’ claims against the Lyon Trust in exchange for $35,000.00, and did not include a waiver of the Lyon Trust’s right to appeal the trial court’s December 29, 2023 entry.

{¶11} The Lyon Trust raises five assignments of error for our review. Though they did not file a cross-appeal, the defendants raise a defensive cross-assignment of error. We will begin by addressing the Lyon Trust’s assignments of error together, followed by the defendants’ cross-assignment of error.

Lyon Trust’s First Assignment of Error

The Trial Court [erred] as a matter of law by applying the Parole Evidence Rule to bar admission of any evidence in support of the parties’ separate storage/moving agreement, resulting in the dismissal of Counts Two and Four of the Plaintiff’s Amended Complaint (unjust enrichment and breach of contract, respectively) for failure to state a claim upon which relief may be granted.

Lyon Trust’s Second Assignment of Error

The Trial Court [erred] as a matter of law in applying the Parole Evidence Rule to a claim based in equity, to wit: unjust enrichment.

Lyon Trust’s Third Assignment of Error

The trial Court [erred] as a matter of law in applying the Parole Evidence Rule to bar admission of any evidence in support of the Plaintiffs fraud claim, resulting in the dismissal of Count 1 of the Plaintiffs Amended Complaint (fraud) for failure to state a claim upon which relief may be granted.

Lyon Trust’s Fourth Assignment of Error

The trial Court [erred] as a matter of law in dismissing Count 3 of the Plaintiff’s Amended Complaint (conversion).

Lyon Trust’s Fifth Assignment of Error

The trial Court [erred] as a matter of law by failing to convert the Defendants’ Motion to Dismiss to a Motion for Summary Judgment and by failing to follow the notice and evidence procedures required by Civ.R. 56, et, seq.

{¶12} The Lyon Trust’s assignments of error challenge the trial court’s decision granting the defendants’ Civ.R. 12(B)(6) motion to dismiss. First, in its fourth and fifth assignments of error, the Lyon Trust argues that the trial court improperly considered evidence outside the four corners of the amended complaint. Next, in its first, second, and third assignments of error, the Lyon Trust contends that the trial court erred by applying the parol evidence rule based on its consideration of the residential purchase agreement, thereby improperly barring the Lyon Trust’s claims for unjust enrichment, breach of contract, and fraud.

Standard of Review

[1] {¶13} “We review de novo a judgment on a Civ.R. 12(B)(6) motion to dismiss for failure to state a claim upon which relief can be granted.” Bd. of Health of Defiance Cty. v. McCalla, 2012-Ohio-4107, 2012 WL 3893579, ¶ 33 (3d Dist.). “Under de novo analysis, we are required to ‘accept all factual allegations of the complaint as true and draw all reasonable inferences in favor of the nonmoving party.’ ”

McBroom v. Safford, 2012-Ohio-1919, 2012 WL 1530981, ¶ 9 (10th Dist.), quoting Grey v. Walgreen Co., 197 Ohio App.3d 418, 2011-Ohio-6167, 967 N.E.2d 1249, ¶ 3 (8th Dist.).

Analysis

[2–5] {¶14} “Before responding to a complaint by answering, Civ.R. 12(B)(6) allows a party to file a motion to dismiss asserting that the complaint fails to state a claim upon which relief may be granted.” Pond v. E & E Towing & Recovery, LLC, 2024-Ohio-800, 238 N.E.3d 845, ¶ 16 (10th Dist.). “A motion to dismiss...