Oakie Ford v. Tandy Transportation, Inc., 93-LW-0370

• Decision Date: 16 February 1993
• Docket Number: 91CA31,93-LW-0370
• Parties: Oakie Ford, Plaintiff-Appellee v. Tandy Transportation, Inc., Defendant-Appellant Case
• Court: Ohio Court of Appeals

Oakie Ford, Plaintiff-Appellee v. Tandy Transportation, Inc. Defendant-Appellant

No. 91CA31.

93-LW-0370 (4th)

Court of Appeals of Ohio, Fourth District Lawrence

February 16, 1993

Allen &amp Payne, Craig A. Allen, Ironton, Ohio, for Appellant.

David Reid Dillon, South Point, Ohio, and Ralph T. McDermott Ashland, Kentucky, for Appellee.

DECISION

Harsha J.

Tandy Transportation, Inc. (Tandy), defendant-appellant, appeals from a judgment entered upon a jury verdict by the Lawrence County Court of Common Pleas awarding Oakie Ford, plaintiff-appellee, $40,800 on his breach of contract claim against Tandy. The trial court further ordered Tandy to pay Ford prejudgment interest.

Appellant assigns the following errors:

1. THE TRIAL COURT ERRED IN OVERRULING TANDY'S MOTION TO DISMISS ON THE GROUND THAT THE COURT HAS NO JURISDICTION OVER THE SUBJECT MATTER OF THE CASE BECAUSE THIS CASE INVOLVES COMMISSIONS OR FEES ON INTERSTATE SHIPMENTS OF GOODS WHICH REQUIRES THE INTERPRETATION OF FEDERAL STATUTES OVER WHICH THE INTERSTATE COMMERCE COMMISSION AND THE FEDERAL COURTS HAVE EXCLUSIVE JURISDICTION.

2. THE TRIAL COURT ERRED IN OVERRULING DEFENDANT TANDY'S MOTION TO DISMISS FOR LACK OF JURISDICTION ON THE GROUND THAT THE SUIT CONCERNS THE BUSINESS OF INTERSTATE COMMERCE WHICH IS WITHIN THE EXCLUSIVE JURISDICTION OF THE FEDERAL COURTS AND THE INTERSTATE COMMERCE COMMERCE (SIC).

3. THE TRIAL COURT ERRED IN OVERRULING MOTION TO DISMISS FOR FAILURE TO STATE A CLAIM ON GROUND THAT FORD IS NOT A LICENSED BROKER AND; (SIC) THEREFORE, HAS NO CLAIM FOR BROKER'S FEES.

4. THE TRIAL COURT ERRED IN OVERRULING DEFENDANT TANDY TRANSPORTATION'S MOTION FOR DIRECTED VERDICT BECAUSE THERE IS NO EVIDENCE OF A MANIFESTATION OF MUTUAL ASSENT, I.E. A MEETING OF THE MINDS BETWEEN THE PARTIES, AN ESSENTIAL ELEMENT OF A CONTRACT.

5. THE TRIAL COURT ERRED IN FAILING TO RULE ON DEFENDANT TANDY TRANSPORTATION'S MOTION FOR JUDGMENT NON OBSTANTE VEREDICTO BECAUSE THERE IS NO EVIDENCE OF A MANIFESTATION OF MUTUAL ASSENT, I.E. A MEETING OF THE MINDS BETWEEN THE PARTIES, AN ESSENTIAL ELEMENT OF A CONTRACT.

6. THE TRIAL COURT ERRED IN FAILING TO RULE ON DEFENDANT TANDY TRANSPORTATION'S MOTION FOR JUDGMENT NON OBSTANTE VEREDICTO BECAUSE THERE IS NO EVIDENCE OF ACCEPTANCE, AN ESSENTIAL ELEMENT OF A CONTRACT.

7. THE TRIAL COURT ERRED IN OVERRULING DEFENDANT TANDY TRANSPORTATION'S MOTION FOR DIRECTED VERDICT ON THE GROUND THERE IS NO EVIDENCE OF ACCEPTANCE OF AN OFFER, AN ESSENTIAL ELEMENT OF A CONTRACT.

8. THE TRIAL COURT ERRED IN OVERRULING DEFENDANT, TANDY TRANSPORTATION'S MOTION FOR JUDGMENT NON OBSTANTE VEREDICTO ON THE GROUND THAT PLAINTIFF FAILED TO PROVE THE EXISTENCE OF A VALID CONTRACT BETWEEN THE PATIES (SIC) BECAUSE THE EVIDENCE CONCLUSIVELY ESTABLISHES THAT ONE OF THE PARTIES TO THE PURPORTED CONTRACT WAS ACTING UNDER A MISTAKEN BELIEF AS TO A MATERIAL TERM OF THE CONTRACT.

9. THE TRIAL COURT ERRED IN OVERRULING DEFENDANT, TANDY TRANSPORTATION'S MOTION FOR DIRECTED VERDICT BECAUSE THE EVIDENCE CONCLUSIVELY ESTABLISHES THAT FORD DID NOT HAVE A CUSTOMER AS STATED IN THE LETTER.

10. THE TRIAL COURT ERRED IN FAILING TO RULE ON DEFENDANT TANDY TRANSPORTATION'S MOTION FOR JUDGMENT NON OBSTANTE VEREDICTO BECAUSE THERE IS NO EVIDENCE OF A RETURN PROMISE OR (SIC) PERFORMANCE, I.E. CONSIDERATION, A REQUIRED ELEMENT OF A CONTRACT.

11. THE TRIAL COURT ERRED IN OVERRULING DEFENDANT TANDY TRANSPORTATION'S MOTION FOR DIRECTED VERDICT BECAUSE ENFORCEMENT OF THE CONTRACT IS BARRED BY THE STATUTE OF FRAUDS.

12. THE TRIAL COURT ERRED IN FAILING TO RULE ON DEFENDANT TANDY TRANSPORTATION'S MOTION FOR NEW TRIAL ON THE GROUND THAT THE EVIDENCE IS INSUFFICIENT TO SUPPORT THE JURY'S FINDING THAT THERE WAS A MANIFESTATION OF MUTUAL ASSENT BETWEEN THE PARTIES, I.E., A MEETING OF THE MINDS.

13. THE TRIAL COURT ERRED IN GRANTING FORD'S MOTION FOR PREJUDGMENT INTEREST BECAUSE THE AMOUNT SOUGHT BY FORD AGAINST TANDY TRANSPORTATION IS UNLIQUIDATED.

On August 30, 1989, Oakie Ford filed a complaint which alleged that Tandy had breached an agreement to pay Ford a $200 per load commission for his.efforts in helping Tandy obtain a trucking contract with Republic Systems Corporation (Republic). Ford's complaint requested an accounting to determine the number of loads which Tandy had hauled for Republic, a judgment in an amount equal to $200 times the number of loads, and prejudgment interest. Tandy filed motions to dismiss the complaint for lack of subject matter jurisdiction, lack of personal jurisdiction, and failure to state a claim upon which relief can be granted. A referee recommended that Ford's complaint be dismissed for lack of subject matter jurisdiction because it was "necessary to interpret Federal Statutes" to determine Ford's status under the Interstate Commerce Act. However, the trial court subsequently sustained Ford's objections to the referee's report and overruled Tandy's dismissal motions. Tandy never filed an answer to the complaint.

The matter proceeded to a jury trial and produced the following evidence. Ford testified that he had been involved in the trucking and transportation business for approximately forty-five years. Beginning in 1976, Ford operated a company called Beattyville Transport, Inc. For several years up to 1986, Beattyville transported a product from a Dow Chemical plant in Hanging Rock, Ohio to a Republic plant in Dallas, Texas. During this time, Beattyville charged Republic $1,450 per load to transport the material to Dallas. In early 1986, Republic terminated its business relationship with Ford and Beattyville and awarded the trucking contract to a competitor.

In August of 1986, Ford read Tandy's advertisement in a trucking industry trade newspaper named "Transport Topics." This stated that Tandy, an Interstate Commerce Commission common contract carrier, needed van trailer loads from all points within the country to the Dallas area. It advised interested parties to contact Willard A. "Buddy" Hartman, a sales representative for Tandy, by telephone. Ford contacted Hartman and, without giving all of the specific details regarding names, advised Hartman generally of the Ohio to Dallas route. Ford neither told nor represented to Hartman that Republic was still his customer, instead specifically advising Hartman that he had handled the route previously, but no longer had an employment relationship with the prospective customer. Ford additionally told Hartman that the price he had charged for the route prior to being terminated was $1,450, but further advised Hartman that he probably would have to discount that figure. Ford stated to Hartman that he could handle the situation any way Tandy wanted, i.e., as a broker, sales agent, etc., and requested that Hartman send him a letter following up on their conversation.

On September 12, 1986, Hartman sent Ford a letter which provided:

Thank you for taking time to respond to our ad in Transportation Topics. During our conversation, you stated that you had a customer requiring weekly service from Ironton, OH to Dallas, TX.

The merchandise would be picked up either on Thursday or Friday and would need to be delivered in Dallas, TX each Monday morning at 6:30 AM. The goods (foam, weighing approx. 7,000 lbs.) would be unloaded and taken to a designated area in the consignee's facility, by our driver. We understand that this may require an empty trailer be left at the shipper's dock each week.

We would be able to perform the service outlined above for the gross amount you quoted of $1,450. We will pay you $200 per load as your fee. As discussed, we would move this on our Authority. Freight charges would be collected and we would bill the consignee in Dallas, TX.

Again, we would like to thank you for calling and we look forward to working with you.

Following receipt of this letter, Ford had further conversations with both Hartman and Republic's Dallas site manager, Larry Adams. Ford understood that Tandy wanted him to merely set up the relationship between Tandy and Republic, but not to act as either broker or sales agent. In his further conversations with Hartman, Ford agreed to a deal with Tandy. Ford's agreed reimbursement of $200 per load was not contingent on Tandy securing a fee of $1,450 from Republic. Ford repeatedly advised Tandy that the $1,450 figure was merely a starting point for negotiations between Tandy and Republic. Hartman never indicated to Ford that the agreed $200 per load fee was dependent on Ford having a business relationship with Republic. Hartman was only concerned with whether Ford could provide information that would result in Tandy obtaining Republic's Ohio to Dallas truck route.

In November or December of 1986, at Hartman's request, Ford continued to telephone both Hartman and Adams in an attempt to get Tandy and Republic to make a deal. Republic was soliciting bids for the route and Adams told Ford what they were looking for as far as companies to haul the foam product from Hanging Rock, Ohio to Dallas. Ford then telephoned Hartman and told him that if Tandy placed a bid of $1,100, they would get the Republic job. Tandy wad then contacted by Republic to bid on the route. According to Ford, the only reason Republic solicited a bid from Tandy was because of Ford's contact with Adams. In January 1987, Tandy bid $1,100 for the job and was successful in acquiring the route. Tandy did not advise Ford of its successful bid.

Ford subsequently discovered that Tandy had acquired the Republic route and requested compensation pursuant to the parties' agreement. Tandy eventually transported two hundred four loads, but refused to pay Ford any amount. Ford testified that he was entitled to the $200 fee as long as freight was moved by Tandy from Hanging Rock, Ohio to Dallas.

According to...