DATFT, L.L.C. v. AM Reflections Cleaning Servs. L.L.C. , 2023 Ohio 1348 ( 2023 )

[Cite as DATFT, L.L.C. v. AM Reflections Cleaning Servs. L.L.C., 2023-Ohio-1348.]
IN THE COURT OF APPEALS
FIRST APPELLATE DISTRICT OF OHIO
HAMILTON COUNTY, OHIO
DATFT LLC, : APPEAL NO. C-220217
TRIAL NO. 21CV-06295
Plaintiff-Appellee, :
O P I N I O N.
vs.
:
AM REFLECTIONS CLEANING
SERVICES LLC, :
Defendant-Appellant, :
and
:
ANGELA TAYLOR, a.k.a. ANGELA
MCDONALD, :
Defendant. :
Civil Appeal From: Hamilton County Municipal Court
Judgment Appealed From Is: Affirmed
Date of Judgment Entry on Appeal: April 26, 2023
Yonas and Phillabaum, LLC, Jason Phillabaum and Hope Platzbecker, for Defendant-
Appellant.
OHIO FIRST DISTRICT COURT OF APPEALS
KINSLEY, Judge.
{¶1} Defendant-appellant AM Reflections Cleaning Services, LLC, (“AM
Reflections”) appeals from the trial court’s entry granting summary judgment to
plaintiff-appellee DATFT, LLC, on both its claim for breach of lease and on AM
Reflections’ counterclaim for breach of contract and awarding damages to DATFT in
the amount of $9,450 plus pre- and post-judgment interest.
{¶2} In two assignments of error, AM Reflections argues that the grant of
summary judgment was improper because the parties’ contract was ambiguous and
because there exist genuine issues of material fact. We find these arguments to be
without merit and accordingly affirm the trial court’s judgment.
Factual and Procedural Background
{¶3} AM Reflections and its sole proprietor Angela Taylor contracted with
Sharon Square, LLC, to lease premises in a building owned by Sharon Square for a
three-year period, beginning January 1, 2018. The contract provided that AM
Reflections would pay $400 per month in rent from January 1, 2018, until June 28,
2018, and would then pay $450 per month for the remainder of the three-year period.
AM Reflections and Taylor had a separate agreement with Sharon Square to clean the
building. They were paid approximately $1,100 per month for these cleaning services,
and Sharon Square paid for and provided the cleaning supplies.
{¶4} In September of 2018, Sharon Square sold the building to DATFT and
assigned AM Reflections’ lease to DATFT. AM Reflections continued to pay rent and
to clean the building after the sale. The relationship between AM Reflections and
Taylor and Tom Devitt, the manager of DATFT, was discordant. AM Reflections and
Taylor were upset that they were not notified of the transfer of the lease from Sharon
2
OHIO FIRST DISTRICT COURT OF APPEALS
Square to DATFT, that Devitt failed to respond to multiple requests that they made,
that Devitt behaved in a manner that was “extremely unprofessional, nasty, and
belligerent,” and that Devitt continued to comingle the rent and cleaning bills,
subtracting the rent from the cleaning bill, despite requests from AM Reflections and
Taylor to keep the bills separate.
{¶5} In March of 2019, AM Reflections and Taylor terminated the lease. On
April 1, 2019, counsel for AM Reflections and Taylor sent a letter to Devitt
acknowledging that the lease had been terminated and stating that AM Reflections had
removed its property from the premises. The letter further stated that DATFT owed
AM Reflections $450 for improperly taking April’s rent check out of March’s cleaning
invoice, and that, unless it canceled AM Reflection’s cleaning services immediately, it
would also owe the full amount of April’s monthly invoice for cleaning services. The
letter additionally disputed assignment of the lease from Sharon Square to DATFT,
stating that the parties’ lease provided that an assignment could only be processed
with both parties’ consent and agreement. On April 8, 2019, Devitt emailed Taylor
terminating cleaning services.
{¶6} DATFT filed a complaint against AM Reflections and Taylor asserting a
claim for breach of lease and seeking damages for lost rent, attorney’s fees, and pre-
and post-judgment interest. AM Reflections and Taylor filed a counterclaim against
DATFT for breach of contract. The counterclaim alleged that Devitt had improperly
commingled payments for rent and for cleaning services, had failed to pay for cleaning
services, and had failed to give notice of the transfer of the lease from Sharon Square
to DATFT.
3
OHIO FIRST DISTRICT COURT OF APPEALS
{¶7} DATFT moved for summary judgment on both its claim for breach of
lease and on the counterclaim for breach of contract. Attached to the motion was an
affidavit from Devitt setting forth the terms of the lease pertaining to the rent owed by
AM Reflections and Taylor, stating that AM Reflections and Taylor had unilaterally
terminated the lease and failed to pay rent from April 2019 through December 2020,
and stating that DATFT had made a good-faith effort to lease the premises after the
breach, but was unable to do so.
{¶8} AM Reflections and Taylor filed a memorandum in opposition to
DATFT’s motion for summary judgment, accompanied by an affidavit from Taylor.
The affidavit stated that Taylor was never informed about the assignment of the lease
from Sharon Square to DATFT, set forth the terms of the cleaning agreement with
Sharon Square, and explained how Devitt and DATFT deviated from the cleaning
agreement by commingling the bills for rent and cleaning services. Taylor also stated
in the affidavit that Devitt was dismissive of her and that his behavior created a hostile
environment, which she deemed to be a breach of the agreement that she clean the
building and pay rent accordingly.
{¶9} The trial court granted DATFT’s motion for summary judgment and
entered a judgment against AM Reflections in the amount of $9,450 plus pre- and
post-judgment interest. It issued a separate entry dismissing Taylor without
prejudice.
{¶10} AM Reflections now appeals.
Standard of Review
{¶11} We review a trial court's grant of summary judgment de novo. Collett
v. Sharkey, 1st Dist. Hamilton No. C-200446, 2021-Ohio-2823, ¶ 8. “Summary
4
OHIO FIRST DISTRICT COURT OF APPEALS
judgment is appropriately granted when there exists no genuine issue of material fact,
the party moving for summary judgment is entitled to judgment as a matter of law,
and the evidence, when viewed in favor of the nonmoving party, permits only one
reasonable conclusion that is adverse to that party.” Id., citing State ex rel. Howard
v. Ferreri, 70 Ohio St.3d 587, 589, 639 N.E.2d 1189 (1994).
The Lease was not Ambiguous
{¶12} In its first assignment of error, AM Reflections argues that the trial
court’s grant of summary judgment was in error because the contract was ambiguous,
creating a genuine issue of material fact. AM Reflections specifically contends that the
provision in the lease concerning assignment was ambiguous.
{¶13} Section 9 of the parties’ lease, titled “Assignment and Subletting,”
provided that “Tenant may assign or sublet the Premises with the prior written consent
of Landlord. Such consent shall not be unreasonably withheld.” The lease did not
contain a similar provision concerning assignment by the landlord or requiring the
landlord to obtain the tenant’s written consent before assigning the lease. Section 16.2
of the lease, titled “Lease Binding upon Assignees,” further addressed assignment and
provided that “This Lease and all covenants, provisions and conditions herein
contained shall inure to the benefit of and be binding upon the heirs, executors,
administrators, personal representatives, successors and assigns, respectively of the
parties hereto.”
{¶14} A contract will be deemed ambiguous if “its terms cannot be clearly
determined from a reading of the entire contract or if its terms are susceptible to more
than one reasonable interpretation.” Murphy Elevator Co. v. 11320 Chester LLC,
2018-Ohio-1362, 110 N.E.3d 787, ¶ 17 (1st Dist.), quoting Kelly Dewatering and
5
OHIO FIRST DISTRICT COURT OF APPEALS
Constr. Co. v. R.E. Holland Excavating, Inc., 1st Dist. Hamilton No. C-030019, 2003-
Ohio-5670, ¶ 21. The contract in this case was a lease, which is to be interpreted like
any other contract. Wal-Mart Realty Co. v. Tri-County Commons Assocs., LLC, 1st
Dist. Hamilton No. C-160747, 2017-Ohio-9280, ¶ 9. With regard to assigning
contracts, Ohio law favors the free assignment of contracts in the absence of “clear
contractual language” prohibiting the assignment. See Pilkington N. Am., Inc. v.
Travelers Cas. & Sur. Co., 112 Ohio St.3d 482, 2006-Ohio-6551, 861 N.E.2d 121, ¶ 36.
With respect to leases specifically, a lease is assignable in the absence of a prohibition
in the lease itself. GMS Mgmt. Co. v. Vliet, 9th Dist. Summit No. 22807, 2006-Ohio-
515, ¶ 11.
{¶15} As a starting point, to the extent that AM Reflections claims that Sharon
Square was prohibited from assigning the lease to DATFT, that claim necessarily fails
because AM Reflections has not—and cannot—point to “clear contractual language” in
the lease that prohibits the assignment. At most, AM Reflections alleges an ambiguity
in the contract, but ambiguous terms do not undo the presumption in favor of free
assignment; only clear ones do.
{¶16} Moreover, even if an ambiguity were sufficient to prohibit assignment,
we find no ambiguity in the assignment provision of the parties’ lease. The lease
clearly contemplated assignment by both parties. This is evidenced in Section 16.2,
which provides that the lease would be binding on assigns “of the parties hereto.”
Reading Section 9 and Section 16.2 in conjunction, the only reasonable interpretation
of the lease is that the parties intended to require the tenant, and not the landlord, to
obtain written consent from the other party prior to assigning or subletting the
premises. There is no other reasonable interpretation of these provisions. See
6
OHIO FIRST DISTRICT COURT OF APPEALS
Murphy Elevator Co. at ¶ 17. This result is consistent with Ohio law allowing the free
assignment of contracts when there is no language in the contract that prohibits a
party from making an assignment.
{¶17} Having found no ambiguity in the contract, and no clear prohibition in
the lease prohibiting its assignment by the landlord, we accordingly overrule the first
assignment of error.
Summary Judgment Appropriately Granted
{¶18} In the second assignment of error, AM Reflections argues that the trial
court erred in granting the motion for summary judgment because there exist genuine
issues of material fact. Other than arguing that the contract was ambiguous, an
argument that we have considered and rejected, AM Reflections provides no specific
argument as to what genuine issues of material fact exist.
{¶19} We first consider the trial court’s grant of summary judgment on
DATFT’s claim for breach of lease. To succeed on a such a claim, a party must establish
“(1) the existence of a contract, (2) a breach of that contract, and (3) damages resulting
from that breach.” Blue Ash Auto Body, Inc. v. Grange Prop. & Cas. Ins. Co., 1st Dist.
Hamilton No. C-220165, 2022-Ohio-4599, ¶ 10.
{¶20} We find that there exists no genuine issue of material act as to any of
these elements. First, the lease between the parties was indisputably a valid contract,
and neither party argues otherwise. Second, Devitt’s affidavit established that AM
Reflections unilaterally terminated the lease and failed to pay rent from April 2019 on.
Third, Devitt’s affidavit additionally established that he was unable to lease the
premises following the breach and that DATFT suffered damages in the amount of the
monthly rent that DATFT should have received from AM Reflections and Taylor.
7
OHIO FIRST DISTRICT COURT OF APPEALS
There was no material dispute as to any of these factors. AM Reflections seemingly
argues that its termination of the lease was factually justified by Devitt’s alleged rude
treatment of Taylor. But AM Reflections made no attempt to argue that Devitt’s
behavior legally justified its breach. We therefore find no error in the trial court’s grant
of summary judgment to DATFT on its breach-of-lease claim.
{¶21} We now turn to the counterclaim for breach of contract. AM Reflections
argues two theories of liability under this counterclaim: that DATFT breached the
lease by failing to give notice that the lease had been assigned, and that DATFT
breached the alleged cleaning contract by comingling rent payments with cleaning
payments and by failing to pay for cleaning services. With respect to AM Reflections’
first argument concerning notice of the assignment, AM Reflections has failed to
present a valid claim for breach of contract under this theory. For one thing, the lease
did not require the party serving as the landlord to either obtain written consent prior
to assigning the lease or to give notice that the lease was assigned. Moreover, even if
it had, Sharon Square, and not DATFT, would have been the party to have given notice
of the assignment, and AM Reflections raises no claims against Sharon Square in this
action. And AM Reflections does not cite, nor have we found, a statutory provision
requiring such notice. Finally, we observe that AM Reflections appears to have had
actual notice of the assignment to DATFT, as it described its dealings with DATFT in
Taylor’s affidavit.
{¶22} With respect to its second argument or theory of liability, AM
Reflections took the position below that it had no contract with DATFT. But its entire
argument concerning cleaning services rests on a theory of breach of contract, rather
than unjust enrichment or some other quasi-contractual claim. The separate cleaning-
8
OHIO FIRST DISTRICT COURT OF APPEALS
services agreement, however, was never made a part of the record. The record does
not indicate whether it was an oral agreement or a written agreement or what the
specific terms of the agreement were. It is clear from Taylor’s affidavit that the
agreement was with Sharon Square, and not DATFT. As such, the existence of a
contract with DATFT for cleaning services has not been established, let alone that
DATFT breached that alleged contract. In the absence of such a contract, the trial
court did not err in awarding summary judgment to DATFT on AM Reflections’
counterclaim.
{¶23} The second assignment of error is overruled, and the judgment of the
trial court is, accordingly, affirmed.
Judgment affirmed.
CROUSE, P.J., and ZAYAS, J., concur.
Please note:
The court has recorded its own entry on the date of the release of this opinion.
9