Weidle v. Leist, 2004 Ohio 4693 (OH 9/3/2004)
| Decision Date | 03 September 2004 |
| Docket Number | C.A. Case No. 20296. |
| Citation | 2004 Ohio 4693 |
| Parties | D. Scott Weidle, et al., Plaintiffs-Appellees, v. Thomas Leist, Defendant-Appellant. |
| Court | Ohio Supreme Court |
Gary J. Leppla, Atty. Reg. No. 0017172, P. O. Box 612, 2100 S. Patterson Blvd., Dayton, Ohio 45409, Attorney for Plaintiffs-Appellees.
Alan A. Biegel, Atty. Reg. No. 0006139, 5975 Kentshire Drive, Kettering, Ohio 45440, Attorney for Defendant-Appellant.
{¶1} Thomas Leist is appealing the judgment rendered against him in the amount of $461,325.00 plus post judgment interest and costs awarded to plaintiffs by the trial court after a bench trial. The history of the case and the facts as found by the trial court and its legal conclusions are fully and succinctly set forth in its entry and order as follows:
{¶2} "Introduction
{¶3} "This case involves an approximate 10.5 acre parcel of real estate located in Germantown, Ohio. In August 2000, the real estate was unimproved. In Germantown, it was known as the `Doc Hamilton property' because its previous owner was a medical doctor with the last name of Hamilton. (The real estate will be referred to as the `Doc Hamilton property'). In August 2000, the Doc Hamilton property was owned by Doctor Hamilton's children, James Hamilton and Susan Bobb. The main players in this drama are Scott Weidle, the principal of the Weidle Corporation, and Thomas Leist, a real estate agent who in August 2000 had a continuing business relationship with the Weidle Corporation.
{¶4} "This case, in the end, is about Mr. Leist's betrayal of his relationship with Mr. Weidle and the Weidle Corporation. Mr. Leist's actions resulted in the Weidle Corporation suffering the loss of the net profit ($461,325.00) the Weidle Corporation would have generated from the development of the Doc Hamilton property. Thomas Leist is legally responsible for this loss, and the remainder of this decision will articulate the findings of fact and legal conclusions which come together to form the conclusion that the Weidle Corporation is entitled to judgment against Thomas Leist in the amount of $461,325.00.0 .
{¶6} "1. The Weidle Corporation, in addition to other activities not germane to this discussion, is in the business of acquiring real estate for residential development;
{¶7} "2. D. Scott Weidle is the general manager and principal of the Weidle corporation;
{¶8} "3. Thomas Leist is a real estate agent who in August 2000 was associated with RE/Max Relators. In August 2000 Mr. Leist and the Weidle Corporation had an ongoing business relationship. This relationship primarily involved Mr. Leist's efforts to sell lots in residential developments owned by the Weidle Corporation. Mr. Leist would, of course, receive a commission from the Weidle Corporation for each lot sold;
{¶9} "4. Mr. Leist, by 1999, was the exclusive real estate agent involved in the Weidle Corporation's residential developments;
{¶10} "5. This situation changed somewhat in 1999 because Mr. Weidle used another real estate agent, Jeff Fannin, to market and sell lots in a Weidle Corporation development known as Broadhill Estates. It appears, though this is legally not relevant, that Mr. Leist was upset with Mr. Weidle because of Mr. Fannin's role with Broadhill Estates. Mr. Leist felt betrayed by Mr. Weidle, and he likely felt that his role with the Weidle Corporation was anything but secure;
{¶11} "6. This background leads to August 2000 and the controversy concerning the Doc Hamilton property. In mid August 2000 Mr. Weidle asked Mr. Leist to approach James Hamilton and make an initial offer of $8,000 per acre for the Doc Hamilton property. Mr. Leist, though there was no discussion concerning a fee, agreed to contact Mr. Hamilton. It is clear that Mr. Leist was not acting as a volunteer, and if his efforts resulted in the Weidle Corporation purchasing the Doc Hamilton property, he expected to earn a fee;
{¶12} "7. Mr. Leist, instead of contacting Mr. Hamilton on behalf of the Weidle Corporation, contacted Mr. Hamilton for his own benefit. Mr. Leist initially talked to Mr. Hamilton's wife in late August, and she informed him that the property could be purchased for $80,000.00. Mr. Leist, based upon this, submitted in early September, probably September 4 which was Labor Day, a proposed option to purchase real estate contract with a purchase price of $80,000.00 if the option was exercised (Plaintiffs' Exhibit 8);
{¶13} "8. Mr. Leist's efforts regarding the purchase of the Doc Hamilton property were also made on behalf of John Evans. Mr. Evans is also a real estate agent, and Mr. Leist and Mr. Evans both worked at RE/Max in August 2000. Mr. Leist and Mr. Evans agreed to jointly purchase the Doc Hamilton property, but Mr. Evans' involvement was induced by Mr. Leist inaccurately informing Mr. Evans that he had `been fired' from the Doc Hamilton project;
{¶14} "9. Mr. Hamilton's actual desired price was $100,000.00. Upon receipt of the option contract, Mr. Hamilton informed Mr. Leist that his asking price was $100,000.00, and he did not desire an option contract;
{¶15} "10. Scott Weidle, because he had heard nothing from Mr. Leist, called Mr. Leist on September 7, 2000. Mr. Leist told Mr. Weidle that he was `still researching' the project. Mr. Weidle became quite upset with this response, and told Mr. List [sic] that he would obtain the services of another realtor to approach Mr. Hamilton;
{¶16} "11. Mr. Weidle, at the suggestion of his employee, Dave Shuey, contacted, through Mr. Shuey, Michelle Collins, a real estate broker/agent. Mr. Shuey and Ms. Collins met on September 8, 2000 and it was agreed that Ms. Collins, on behalf of the Weidle Corporation, would submit a proposed purchase contract to Mr. Hamilton reflecting a purchase price of $85,520.00 which represents $8,000.00 per acre, the amount initially discussed by Mr. Weidle and Mr. Leist. Ms. Collins, on September 8, 2000, delivered to Mr. Hamilton a proposed purchase contract. (Plaintiffs' Exhibit 15). This contract, it is noted, indicated that Ms. Collins' company, Collins Real Estate Services, was being compensated by the buyer;
{¶17} "12. Mr. Hamilton, at this point and with two potential buyers for a parcel of real estate which had previously generated little interest, contacted Mr. Leist and informed him of the second offer. Mr. Leist inquired concerning the price Mr. Hamilton and his sister desired. Mr. Hamilton informed Mr. Leist that the desired price was $100,000.00; this conversation led to the September 10, 2000 contract whereby Mr. Leist and Mr. Evans agreed to purchase the Doc Hamilton property for $100,000.00 (Plaintiffs' Exhibit 4). Ultimately, a General Warranty Deed was signed and recorded transferring the Doc Hamilton property to Mr. Leist and Mr. Evans;
{¶18} "13. Mr. Weidle's offer of $8,000.00 per acre was not a firm price. Mr. Weidle desired the property for development, and he would have increased his offer in order to obtain the Doc Hamilton property. The Weidle Corporation, based upon the preponderance of the evidence, would have purchased the property for $100,000.00 — Mr. Hamilton's desired price — if Mr. Leist had not intervened;
{¶19} "14. Mr. Leist and Mr. Evans purchased the Doc Hamilton property so that they could develop the property for residential use. Mr. Leist and Mr. Evans, however, sold the Doc Hamilton property to Associate Construction with Associate Construction developing the property for residential use;
{¶20} "15. If the Weidle Corporation had obtained the Doc Hamilton property, the corporation, with reasonable certainty, would have generated from the real estate's development a net profit of $461,325.00. This conclusion is reached based upon Mr. Weidle's testimony which the Court found reasonable and persuasive.
{¶22} "The Court, from the above findings of fact, makes the following legal conclusions:
{¶23} "1. In August 2000 Mr. Weidle, on behalf of the Weidle Corporation, and Mr. Leist entered into a contract wherein Mr. Leist agreed to approach James Hamilton regarding the Weidle Corporation's purchase of the Doc Hamilton property. This conclusion is reached even though there was no discussion concerning how Mr. Leist would be compensated for his services. Mr. Leist, as admitted during his cross-examination testimony, was not a volunteer, he expected compensation for his services. Simply because a specific fee or commission was not discussed does not negate the existence of a contract. This conclusion is evident if the analysis is viewed from Mr. Leist's perspective. If it is assumed that Mr. Leist secured through his services the purchase of the Doc Hamilton real estate for the Weidle Corporation and Mr. Weidle had refused to compensate Mr. Leist for his services, Mr. Leist would have been able to establish the existence of a contract and entitlement to a fee because Mr. Leist would have acted under circumstances which would have `reasonably cause[d] [Mr. Weidle] to believe he [would] be expected to compensate [Mr. Leist] for [his] services.' Irongate Relators, Inc. v. Thomas 1998 Ohio App. Lexis 688 at *10 (Greene Co.) Quoting Ostendorf-Morris Co. v. Slyman (1982) 6 Ohio App.3d 46, 47, 452 N.E.2d 1343 (Cuyahoga Co.);
{¶24} "2. It is noted, though this was a defense raised in Mr. Leist's Answer but not asserted at trial, that the statute of frauds does not apply to these facts. Irongate Realtors, Inc. v. Thomas, supra;
{¶25} "3. Mr. Leist, by pursuing the purchase of the Doc Hamilton property for his own benefit, breached the...
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