Weigand & Son Corp. v. Matrix Realty Group, Inc.

[Cite as Weigand & Son Corp. v. Matrix Realty Group, Inc., 2014-Ohio-2503.]
IN THE COURT OF APPEALS OF OHIO
TENTH APPELLATE DISTRICT
Weigand and Son Corp., dba Paul Davis :
Restoration & Remodeling of Columbus,
:
Plaintiff-Appellee,
: No. 13AP-836
v. (C.P.C. No. 12CV-003253)
:
Matrix Realty Group, Inc., (REGULAR CALENDAR)
:
Defendant-Appellant.
:
D E C I S I O N
Rendered on June 10, 2014
Heekin & Heekin, and Christopher R. Heekin, for appellee.
Isaac Wiles Burkholder & Teetor, LLC, Kerry T. Boyle and
Mark A. Glumac, for appellant.
APPEAL from the Franklin County Court of Common Pleas
DORRIAN, J.
{¶ 1} Defendant-appellant, Matrix Realty Group, Inc. ("Matrix Realty"), appeals
from a judgment of the Franklin County Court of Common Pleas granting summary
judgment in favor of plaintiff-appellee, Weigand and Son Corp., dba Paul Davis
Restoration & Remodeling of Columbus ("Paul Davis"), on Paul Davis's claim for breach
of contract. Because we conclude that there was a genuine issue of material fact regarding
whether Matrix Realty was a party to the contract, we reverse.
{¶ 2} This case involves events that occurred following a fire at the Oakbrook
Manor apartment complex on August 11, 2011. The fire resulted in damage that displaced
residents from approximately 30 apartment units. Oakbrook Manor was owned by an
No. 13AP-836 2
entity called Wingates, LLC ("Wingates"), which was affiliated with an entity called Matrix
Equities, Inc. ("Matrix Equities"). At the time, Edwin LaChappelle ("LaChappelle") was
employed as a regional manager for multi-family operations for Matrix Equities. The
morning after the fire, LaChappelle arrived at Oakbrook Manor and was met by a
representative of Paul Davis, who provided LaChappelle with an "Emergency Repairs
Authorization" form. The Emergency Repairs Authorization stated that, by signing the
form, the property owner or manager authorized Paul Davis to make emergency repairs in
the form of securing the property due to fire damage. Paul Davis's general manager would
later testify that securing a property generally included boarding up and blocking off areas
that were potentially hazardous until an inspection could be performed.
{¶ 3} LaChappelle sent the Emergency Repairs Authorization form to Vin Grillo
("Grillo"), who was vice-president for multi-family operations for Matrix Equities. Grillo
signed the Emergency Repairs Authorization, indicating that he was the property
manager. Paul Davis's employees secured the property, which took approximately one to
two days. They then proceeded with restoration and repair work that took several
additional days. Paul Davis's general manager, Curtis Teets ("Teets"), later testified that
the scope and cost of these restoration and repair services were discussed with
LaChappelle, who approved the estimates. Teets testified that LaChappelle told the Paul
Davis employees not to paint the apartments because a third party would paint the
apartments after they were restored. After the work was completed, Paul Davis presented
an invoice to Matrix Realty for $69,952.88.
{¶ 4} After Matrix Realty declined to pay the full invoice, Paul Davis filed a
complaint asserting claims for breach of contract and unjust enrichment. Matrix Realty
was the only defendant named in the complaint. Paul Davis moved for summary
judgment, asserting that it was entitled to judgment as a matter of law on its claims.
Matrix Realty claimed that it was not a party to the asserted contract and that, therefore,
Paul Davis was not entitled to summary judgment. The common pleas court granted Paul
Davis's motion for summary judgment, concluding that there were no genuine issues of
material fact regarding the existence of a contract, Paul Davis's performance, or Matrix
Realty's breach of the contract. The court found that summary judgment was
inappropriate with respect to the amount of damages and ordered a hearing on the
No. 13AP-836 3
amount of damages and attorney fees to which Paul Davis was entitled. Following a
hearing, a magistrate determined that Paul Davis was entitled to recover compensatory
damages of $69,952.88 and attorney fees of $7,947.50. The common pleas court adopted
the magistrate's decision and awarded judgment in favor of Paul Davis for those amounts.
{¶ 5} Matrix Realty appeals from the common pleas court's judgment, assigning
two errors for this court's review:
Assignment of Error No. 1: The trial court erred in
granting summary judgment for Plaintiff on its breach of
contract claim.
Assignment of Error No. 2: The trial [court] erred in
granting summary judgment for Plaintiff on its unjust
enrichment claim.
{¶ 6} We review a grant of summary judgment de novo. Capella III, L.L.C. v.
Wilcox, 190 Ohio App.3d 133, 2010-Ohio-4746, ¶ 16 (10th Dist.), citing Andersen v.
Highland House Co., 93 Ohio St.3d 547, 548 (2001). "De novo appellate review means
that the court of appeals independently reviews the record and affords no deference to the
trial court's decision." Holt v. State, 10th Dist. No. 10AP-214, 2010-Ohio-6529, ¶ 9
(internal citations omitted). Summary judgment is appropriate where "the moving party
demonstrates that (1) there is no genuine issue of material fact, (2) the moving party is
entitled to judgment as a matter of law, and (3) 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." Capella III at ¶ 16, citing Gilbert v. Summit Cty., 104 Ohio
St.3d 660, 2004-Ohio-7108, ¶ 6. In ruling on a motion for summary judgment, the court
must resolve all doubts and construe the evidence in favor of the nonmoving party. Pilz v.
Ohio Dept. of Rehab. & Corr., 10th Dist. No. 04AP-240, 2004-Ohio-4040, ¶ 8. Therefore,
we undertake an independent review to determine whether Paul Davis was entitled to
judgment as a matter of law on its claims against Matrix Realty.
{¶ 7} In its first assignment of error, Matrix Realty asserts that the common pleas
court erred by granting summary judgment for Paul Davis on the breach of contract
claim. Matrix Realty argues that it was not a party to the contract created by the
Emergency Repairs Authorization. It further claims that LaChappelle lacked authority to
No. 13AP-836 4
enter into or expand the scope of any subsequent agreement for restoration or repair
services beyond the scope of the Emergency Repairs Authorization.
{¶ 8} The elements of a contract include an offer, acceptance, contractual
capacity, consideration, a manifestation of mutual assent, and legality of the object of the
contract and the consideration. Kostelnik v. Helper, 96 Ohio St.3d 1, 2002-Ohio-2985,
¶ 16. "In order to have a valid contract, there must be a 'meeting of the minds' as to the
essential terms of the contract, such that 'a reasonable person would find that the parties
manifested a present intention to be bound by an agreement.' " State v. Gibson, 10th Dist.
No. 10AP-1047, 2011-Ohio-5614, ¶ 16, quoting Zelina v. Hillyer, 165 Ohio App.3d 255,
2005-Ohio-5803, ¶ 12 (9th Dist.). The common pleas court concluded that there were two
agreements at issue in this case. The first agreement, defined by the written terms of the
Emergency Repairs Authorization form, provided that Paul Davis would secure the
property. Further, the court found that there was a second agreement providing that Paul
Davis would restore and repair the property. The court concluded that this agreement
resulted from discussions in which Paul Davis employees provided estimates for
restoration and repair services, and LaChappelle approved the proposed services and
prices.
{¶ 9} It is undisputed that Matrix Realty was not expressly named as a party on
the Emergency Repairs Authorization. Rather, Grillo signed the form indicating that he
was the property manager. LaChappelle subsequently signed a portion of the form
indicating that Paul Davis had completed the authorized emergency repairs. The court
concluded that, by signing the Emergency Repairs Authorization, Grillo agreed to the
terms of that document. With respect to the purported unwritten agreement for
restoration and repair services, the court found that LaChappelle acted as Matrix Realty's
agent by approving the cost estimates provided by Paul Davis. The court concluded that
there was no genuine issue of material fact that Grillo and LaChappelle were actual or
apparent agents of Matrix Realty and that, based on the actions of Grillo and LaChappelle,
Matrix Realty agreed to be bound by the written terms of the Emergency Repairs
Authorization and the unwritten agreement for repair and restoration services.
{¶ 10} "Agency is the relationship that results when one party agrees to another
person or entity's acting on its behalf." Mtge. Network, Inc. v. Ameribanc Mtge. Lending,
No. 13AP-836 5
L.L.C., 177 Ohio App.3d 733, 2008-Ohio-4112, ¶ 12 (10th Dist.). In order for a principal to
be bound under a theory of apparent agency, the evidence must demonstrate: "(1) that
the principal held the agent out to the public as possessing sufficient authority to embrace
the particular act in question, or knowingly permitted him to act as having such authority,
and (2) that the person dealing with the agent knew of those facts and acting in good faith
had reason to believe and did believe that the agent possessed the necessary authority."
Master Consol. Corp. v. BancOhio Natl. Bank, 61 Ohio St.3d 570 (1991), syllabus. Under
this analysis, it is the acts of the principal, rather than the agent, that must be examined.
Groob v. KeyBank, 108 Ohio St.3d 348, 2006-Ohio-1189, ¶ 56. See also Ohio State Bar
Assn. v. Martin, 118 Ohio St.3d 119, 2008-Ohio-1809, ¶ 41 ("Under an apparent-authority
analysis, an agent's authority is determined by the acts of the principal rather than by the
acts of the agent."). A principal is responsible for the acts of an agent based on apparent
authority only where the principal's acts or conduct has created the appearance of
authority, not where the agent's own conduct has created the apparent authority. Master
Consol. at 576-77.
{¶ 11} The evidence presented below indicated that Oakbrook Manor was owned
by Wingates. Grillo attested that, at the relevant time, he was executive vice-president for
multi-family operations for Matrix Equities and that he had authority to sign a contract on
behalf of Wingates. LaChappelle attested that he was a regional manager for multi-family
operations for Matrix Equities and that his region included Oakbrook Manor. Both Grillo
and LaChappelle attested that Matrix Equities and Wingates were "affiliated" with Matrix
Realty; however, there was no further evidence explaining the relationship between these
three entities. Likewise, there was no evidence that either Grillo or LaChappelle was an
employee of Matrix Realty. Teets testified that LaChappelle provided a business card
indicating that he worked for "Matrix." However, it is unclear from the testimony whether
this referred to Matrix Equities or Matrix Realty. Teets also testified that he was not
present when the Emergency Repairs Authorization form was presented to LaChappelle
and that another Paul Davis employee was involved in getting that form signed.
{¶ 12} As explained above, the apparent agency analysis focuses on the actions of
the principal, not the purported agent. There was little, if any, evidence demonstrating
that Matrix Realty held Grillo or LaChappelle out to the public as possessing authority to
No. 13AP-836 6
enter into contracts on behalf of Matrix Realty. The common pleas court noted that
Matrix Realty was named as the client on the cost estimates prepared by Paul Davis and
that there was no evidence that LaChappelle or anyone else suggested this was incorrect.
Additionally, the trial court noted that, after the work was completed, the chief operating
officer of Matrix Realty was involved in discussions about payment of Paul Davis's invoice
for the services provided. While this evidence suggests that Matrix Realty may have been
aware of the services being provided by Paul Davis, it falls short of demonstrating that
Matrix Realty affirmatively held out Grillo or LaChappelle as having authority to enter
into contracts on its behalf. In the context of a summary judgment motion by Paul Davis,
we are required to resolve all doubts and construe the evidence in favor of Matrix Realty
as the nonmoving party. Pilz at ¶ 8. Based on the evidence presented below, we conclude
that there was a genuine issue of material fact as to whether Grillo or LaChappelle were
actual or apparent agents of Matrix Realty with authority to enter into contracts. As a
result, there is also a genuine issue of material fact as to whether Matrix Realty was a
party to the Emergency Repairs Authorization or any unwritten agreement for repair and
restoration. Due to the existence of a genuine issue of material fact regarding one of the
essential elements of the purported contracts, Paul Davis is not entitled to summary
judgment on its breach of contract claim. See Am. Outdoor Advertising Co., L.L.C. v. P&S
Hotel Group, Ltd., 10th Dist. No. 09AP-221, 2009-Ohio-4662, ¶ 39 ("As a genuine issue of
material fact remains with regard to Tackett's apparent authority to bind P & S to the
agreements, this matter may not be resolved, as a matter of law, by summary judgment,
and the trial court erred in doing so.").
{¶ 13} Accordingly, we sustain appellant's first assignment of error.
{¶ 14} In its second assignment of error, Matrix Realty argues that the common
pleas court erred by granting summary judgment in favor of Paul Davis on its unjust
enrichment claim. In the decision, the court concluded that Paul Davis "would be entitled"
to summary judgment as an alternative to its breach of contract claim. (Decision and
Entry, 9.) By the express terms of the decision, however, the court only granted summary
judgment for Paul Davis on the breach of contract claim. Therefore, the portion of the
judgment discussing the unjust enrichment claim is, in effect, an advisory opinion.
Because the common pleas court did not grant summary judgment in favor of Paul Davis
No. 13AP-836 7
on the unjust enrichment claim, this assignment of error is not ripe for review. See
McGrath v. Indiana Ins., 11th Dist. No. 2005-L-002, 2006-Ohio-4037, ¶ 14-15
(concluding that certain cross-assignments of error were not ripe for review because they
addressed a portion of the trial court's decision that constituted a hypothetical analysis
with no bearing on the outcome of the decision and made findings that did not form the
basis for the decision).
{¶ 15} Accordingly, we dismiss appellant's second assignment of error as not ripe
for review.
{¶ 16} For the foregoing reasons, we sustain appellant's first assignment of error
and dismiss appellant's second assignment of error as not ripe for review. We reverse the
judgment of the Franklin County Court of Common Pleas and remand this matter to that
court for further proceedings in accordance with law and consistent with this decision.
Judgment reversed; cause remanded.
BROWN and O'GRADY, JJ., concur.
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