Ohio Univ. Bd. of Trustees v. Smith

• Citation: 724 NE 2d 1155,132 Ohio App.3d 211
• Decision Date: 01 February 1999
• Docket Number: No. 98CA11.,98CA11.
• Parties: OHIO UNIVERSITY BOARD OF TRUSTEES et al., Appellees, v. SMITH, Appellant.
• Court: Ohio Court of Appeals

132 Ohio App.3d 211

724 NE 2d 1155

OHIO UNIVERSITY BOARD OF TRUSTEES et al., Appellees, v. SMITH, Appellant.^*

No. 98CA11.

Court of Appeals of Ohio, Fourth District, Athens County.

Decided February 1, 1999.

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Mollica, Gall, Sloan & Sillery Co., L.P.A., and Robert J. Gall, Special Counsel, for appellees.

W. Bailey Barton, for appellant.

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HARSHA, Judge.

Roger Smith appeals the Athens County Common Pleas Court's grant of summary judgment in favor of the appellees, the President and Board of Trustees of Ohio University, and assigns the following errors:

"1. The Athens County Court of Common Pleas erred in granting summary judgment when genuine issues of material fact remained unresolved.

"2. The Athens County Court of Common Pleas erred in failing to rule on the substantive state and federal Constitutional question raised by Defendant as an affirmative defense.

"3. The Athens County Court of Common Pleas erred in finding a contract existed between the parties."

In 1983, while a junior in college, Roger Smith applied to the Ohio University College of Medicine ("OUCOM"). He received a secondary application packet from OUCOM that contained the contract involved in this case. Applicants to OUCOM were not required to sign the contract. However, out-of-state students had a better chance of being admitted if they did since Ohio law required that eighty percent of students attending OUCOM be Ohio residents or "nonresidents who have indicated their intention to practice medicine in this state for at least five years after completion of their undergraduate and postgraduate medical training." R.C. 3337.14. Smith testified in his deposition that prior to signing the contract, he contacted OUCOM to ask whether he was required to sign it. He testified that an OUCOM representative implied that if Smith were a white male, he would not be accepted without signing the contract. Smith signed the contract, was admitted, and attended OUCOM until he graduated in 1988. He completed a one-year internship at Cuyahoga Falls General Hospital in June 1989. He was a resident at the Ohio State University Department of Family Medicine from July 1989 to June 1990. From July 1990 to June 1993, Smith was a resident at Harding Hospital in Worthington, Ohio. He then worked as a full-time staff physician from July 1993 to July 1994 at the Southeast Community Mental Health Center in Columbus, Ohio. In August 1994, Smith began working full-time as a clinical and research fellow at Stanford University in Stanford, California.

In January 1996, OUCOM sent Smith a letter asking him to inform OUCOM of his current educational status and when he expected to complete his five-year commitment. After not hearing from Smith by February 15, 1996, OUCOM again sent Smith a letter inquiring about his intention to complete his five-year commitment. After receiving no response to the second letter, OUCOM filed this action for breach of contract. Smith counterclaimed, but the trial court dismissed the counterclaim, a decision that neither party has challenged on appeal. After both sides moved for summary judgment, the trial court granted appellees' motion.¹

I

Because the judgment was issued under Civ.R. 56, we will apply the summary judgment standard of review to all assignments of error. In reviewing a summary judgment, the lower court and the appellate court utilize the same standard, i.e., we review the judgment independently and without deference to the trial court's determination. Midwest Specialties, Inc. v. Firestone Co. (1988), 42 Ohio App.3d 6, 8, 536 N.E.2d 411, 413-414. Summary judgment is appropriate when the following have been established: (1) that there is no genuine issue as to any material fact, (2) that the moving party is entitled to judgment as a matter of law, and (3) that reasonable minds can come to but one conclusion, and that conclusion is adverse to the party against whom the motion for summary judgment is made, that party being entitled to have the evidence construed most strongly in its favor. Bostic v. Connor (1988), 37 Ohio St.3d 144, 146, 524 N.E.2d 881, 883-884; cf., also, State ex rel. Coulverson v. Ohio Adult Parole Auth. (1991), 62 Ohio St.3d 12, 14, 577 N.E.2d 352, 353-354; Civ.R. 56(C). The burden of showing that no genuine issue exists as to any material fact falls upon the moving party in requesting summary judgment. Mitseff v. Wheeler (1988), 38 Ohio St.3d 112, 115, 526 N.E.2d 798, 801-802. Additionally, a motion for summary judgment forces the nonmoving party to produce evidence on any issue for which (1) that party bears the burden of production at trial, and (2) for which the moving party has met its initial burden. See Dresher v. Burt (1996), 75 Ohio St.3d 280, 662 N.E.2d 264; Wing v. Anchor Media, Ltd. of Texas (1991), 59 Ohio St.3d 108, 570 N.E.2d 1095, paragraph three of the syllabus; and Stewart v. B.F. Goodrich Co. (1993), 89 Ohio App.3d 35, 623 N.E.2d 591.

First, we consider Smith's third assignment of error, in which he argues that there is no contract between the parties.

The contract provided:

"1. The applicant agrees that in consideration of admission to the College of Medicine and for the medical education to be provided by the College of Medicine he/she will become licensed and practice medicine in the State of Ohio for a period of at least five (5) years from the date of completion of both undergraduate and post graduate medical education, with the date of completion to be determined by the College of Medicine.

"* * *

"3. The applicant agrees that in the event of his/her breach of this contract of admission for failure to fulfill the terms and condition contained in paragraph 1 above and upon failure to fully correct this breach within a reasonable time set by notice given the College of Medicine, the Attorney General of the State of Ohio, the Board of Regents, Ohio University, or any authorized representative of the College of Medicine, the applicant shall pay to the College of Medicine for its use and benefit as liquidated damages, the total sum of the then existing subsidized costs, at the time of breach for the College of Medicine to provide medical education to one medical student to be determined by accepted accounting methods by the College of Medicine, further, the applicant agrees that he/she will pay to the College of Medicine the amount of liquidated damages within thirty (30) days after official notice of the breach and the specific amount of liquidated damages, and that he/she will be responsible for all costs, including attorneys fees, if the College of Medicine or other agency or instrumentality of the State of Ohio must commence litigation to recover the liquidated damages. Further, the applicant agrees that he/she will annually notify the College of Medicine according to its prescribed procedures whether he/she is fulfilling the obligations as set forth by this contract of admission."

A

Smith advances three reasons why no contract exists. First, he contends that the agreement between the parties fails because "it does not reflect the manifest intentions of the parties." He argues that he did not understand his obligations under the contract, but signed it anyway. We presume that the language of a contract between competent persons accurately reflects their intentions. Fairway Manor, Inc. v. Bd. of Commrs. of Summit Cty. (1988), 36 Ohio St.3d 85, 521 N.E.2d 818; Kelly v. Med. Life Ins. Co. (1987), 31 Ohio St.3d 130, 31 OBR 289, 509 N.E.2d 411, paragraph one of the syllabus.

Smith argues that he was "incompetent" to contract because he was not financially able to retain legal counsel to explain the contract to him and he did not have experience in legal matters. He concludes that since he was incompetent, he could not understand the terms of the contract and there was no mutuality. The trial court concluded that Smith did not raise the competency issue. Nonetheless, we will discuss it briefly.

Normally, an incapacity to contract results from mental incapacity or illiteracy. See, e.g., Cuyahoga Cty. Hosp. v. Price (1989), 64 Ohio App.3d 410, 581 N.E.2d 1125. There is no evidence that Smith was illiterate or unable to comprehend the contract when he signed it. Financial inability to hire legal counsel or legal inexperience does not make a person incompetent to contract. Therefore, there is no genuine issue of material fact concerning Smith's competency.

Furthermore, the contract is not void for a lack of mutuality. The signing of an agreement and acquiescence in its effect may demonstrate a meeting of the minds where the signatory is able to read and comprehend the agreement. See McAdams v. McAdams (1909), 80 Ohio St. 232, 88 N.E. 542; Cuyahoga Cty. Hosp. v. Price (1989), 64 Ohio App.3d 410, 581 N.E.2d 1125; Campco Distrib., Inc. v. Fries (1987), 42 Ohio App.3d 200, 537 N.E.2d 661. Smith does not assert that he was unable to read or comprehend the agreement; rather, he asserts that he had a different understanding of key terms in the contract. Further, Smith acquiesced in the contract's effect by accepting OUCOM's consideration, i.e., admission into OUCOM and practicing medicine in Ohio for at least a year. Therefore, the trial court was correct in finding that appellant had failed to present a genuine issue of material fact concerning mutuality.

B

Next, Smith argues that the contract was void because OUCOM committed "constructive fraud." Fraud is an affirmative defense upon which appellant carries the burden of proof at trial. See Civ.R. 8(C). Smith asserts that the relationship between OUCOM and Smith is fiduciary or special in nature because it is a student-educator relationship. He claims that the existence of this relationship creates special duties for OUCOM. The contract resulted...