[Cite as Arnold v. Spencer Twp. Bd. of Trustees, 2020-Ohio-4706.]
IN THE COURT OF APPEALS OF OHIO SIXTH APPELLATE DISTRICT LUCAS COUNTY
Carleton Robert Arnold Court of Appeals No. L-19-1094
Appellee Trial Court No. CI0201701709
v.
Spencer Township Board of Trustees DECISION AND JUDGMENT
Appellant Decided: September 30, 2020
*****
David A. Nacht and Adam M. Taub, for appellee.
Patrick Kasson and Rachel Coles, for appellant.
SINGER, J.
{¶ 1} Appellant, Spencer Township Board of Trustees, appeals the December 20,
2018 judgment of the Lucas County Court of Common Pleas granting summary judgment
to the appellee, Carleton Arnold. In addition, appellant appeals the April 3, 2019
decision by the Lucas County Court of Common Pleas interpreting the severance provision as liquidated damages and granting appellee damages without a hearing. For
the reasons set forth below, the judgments of the Lucas County Court of Common Pleas
are reversed.
{¶ 2} Appellee began working for the Spencer Township Fire Department in 2013,
which was governed by appellant’s three elected members. There were roughly 25
employees at the fire department, including a fire chief, three captains, and part-time or
volunteer fire fighters and medics.
{¶ 3} Appellee began his career at the fire department as a part-time paramedic in
2013. In early 2014, a new position was created and appellee was promoted to lieutenant
of safety. After a year in this position, appellee was promoted again to captain of fire
prevention. In 2015, the fire chief failed to perform his duties and appellee began
performing some of the fire chief’s administrative duties. Subsequently, in June 2015,
appellant officially appointed appellee to acting fire chief.
{¶ 4} At a December 2015 meeting held by appellant, appellee was officially
appointed fire chief. Appellant passed a resolution titled “Spencer Township
Employment Contract and Job Description for: Carleton R. Arnold.” This resolution
outlined appellee’s duties, increased his salary, and included a clause which provided:
“Should [appellant] find it necessary to terminate [appellee], his severance pay is 80% of
the remainder of the contract.” The contract had a three-year term from January 1, 2016
through December 31, 2018. The contract was approved and adopted by appellant.
2. {¶ 5} On April 20, 2016, appellant voted to close the fire department and informed
appellee his position would be abolished. Appellee continued to serve as the fire chief
until June 30, 2016, when the fire department was closed. The duties of the fire
department were then contracted out to the neighboring Springfield Township. The
former employees of fire department were encouraged to apply for positions with the
neighboring Springfield Fire Department.
{¶ 6} Appellee made every effort to find comparable work, including as a
firefighter at Springfield Fire Department. However, a position with that fire department
would not begin until December 2016 or January 2017. Appellee then accepted a
conditional offer of employment from Lake Superior State University and withdrew his
application from the Springfield Fire Department. Because of complications with his
daughter’s health, he was unable to work for Lake Superior State University and instead
took a temporary position with the Salvation Army and a full-time position for
ProMedica in October 2016. Appellee was unemployed from July 2016 through October
2016.
{¶ 7} On February 22, 2017, appellee filed suit for breach of contract because
appellant refused to pay appellee any severance pay based on the terms of the contract.
Appellee demanded payment in the amount of $68,566.80 because appellant failed to
follow the obligations under the severance clause of the employment agreement.
{¶ 8} On August 27, 2018, appellant moved for summary judgment arguing the
contract was void because appellant did not have the statutory authority to enter into
3. appellee’s employment contract. The record indicates the appellee opposed the motion
for summary judgment, but did not file his own motion for summary judgment in
response.
{¶ 9} On December 20, 2018, the trial court denied appellant’s motion for
summary judgment and granted summary judgment in favor of appellee. The trial court
rejected appellant’s argument that it lacked the authority to enter into a written
employment contract with appellee and determined that appellant violated the contract by
refusing to pay him according to the severance provision of his employment agreement.
Appellant then filed a motion for reconsideration arguing that because appellee’s
termination was a layoff, it did not fall within the definition of “terminate” under the
contract. The trial court also rejected this argument in its December 20, 2018 decision.
The trial court provided parties 45 days to brief the issue of damages.
{¶ 10} Following the trial court’s determination that appellee was entitled to
summary judgment, appellant filed a motion for reconsideration and the briefing on
damages was stayed pending the trial court’s decision on the motion to reconsider the
summary judgment decision. Appellee filed his brief on damages before the trial court
rendered its decision on the motion to reconsider. The trial court overruled the motion to
reconsider on March 6, 2019, and provided appellant seven days to file its own brief on
damages.
{¶ 11} On March 18, 2019, without a timely filed brief from the appellant, the trial
court determined appellee’s damages and ordered appellee to provide a proposed
4. judgment entry determining costs of the action, interest on the judgment, and the total
amount appellee was due. This judgment entry was filed on April 4, 2019.
{¶ 12} On March 22, 2019, appellant moved to file its damages brief instanter and
on March 26, 2019, appellant filed a motion to reconsider the damages decision. On
April 4, 2019, the trial court granted appellant’s motion to file its damages brief instanter
and denied appellant’s motion to reconsider the damages hearing. In this decision, the
trial court determined that the damages in this matter were liquidated damages and that
appellant could not bring the affirmative defense that the liquidated damages were a
penalty because they waived the ability to bring that affirmative defense.
{¶ 13} Appellant brings forth five assignments of error for our review:
Appellant’s Assignment of Error No. I: The Trial Court erred in
issuing an Order sua sponte, granting summary judgment in favor of a non-
moving party because Spencer Township did not have the opportunity to
present their evidence and arguments.
Appellant’s Assignment of Error No. II: The Trial Court erred in
issuing an Order sua sponte, granting summary judgment in favor of a non-
moving party because as a matter of law reasonable minds can only come
to but one conclusion in favor of Spencer Township.
Appellant’s Assignment of Error No. III: The Trial Court erred in
interpreting the severance provision as a liquidated damages clause because
5. the damages are easily ascertainable and compensatory damages is the
appropriate measure.
Appellant’s Assignment of Error No. IV: The Trial Court erred in
their calculation of damages.
Appellant’s Assignment of Error No. V: The Trial Court erred in
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[Cite as Arnold v. Spencer Twp. Bd. of Trustees, 2020-Ohio-4706.]
IN THE COURT OF APPEALS OF OHIO SIXTH APPELLATE DISTRICT LUCAS COUNTY
Carleton Robert Arnold Court of Appeals No. L-19-1094
Appellee Trial Court No. CI0201701709
v.
Spencer Township Board of Trustees DECISION AND JUDGMENT
Appellant Decided: September 30, 2020
*****
David A. Nacht and Adam M. Taub, for appellee.
Patrick Kasson and Rachel Coles, for appellant.
SINGER, J.
{¶ 1} Appellant, Spencer Township Board of Trustees, appeals the December 20,
2018 judgment of the Lucas County Court of Common Pleas granting summary judgment
to the appellee, Carleton Arnold. In addition, appellant appeals the April 3, 2019
decision by the Lucas County Court of Common Pleas interpreting the severance provision as liquidated damages and granting appellee damages without a hearing. For
the reasons set forth below, the judgments of the Lucas County Court of Common Pleas
are reversed.
{¶ 2} Appellee began working for the Spencer Township Fire Department in 2013,
which was governed by appellant’s three elected members. There were roughly 25
employees at the fire department, including a fire chief, three captains, and part-time or
volunteer fire fighters and medics.
{¶ 3} Appellee began his career at the fire department as a part-time paramedic in
2013. In early 2014, a new position was created and appellee was promoted to lieutenant
of safety. After a year in this position, appellee was promoted again to captain of fire
prevention. In 2015, the fire chief failed to perform his duties and appellee began
performing some of the fire chief’s administrative duties. Subsequently, in June 2015,
appellant officially appointed appellee to acting fire chief.
{¶ 4} At a December 2015 meeting held by appellant, appellee was officially
appointed fire chief. Appellant passed a resolution titled “Spencer Township
Employment Contract and Job Description for: Carleton R. Arnold.” This resolution
outlined appellee’s duties, increased his salary, and included a clause which provided:
“Should [appellant] find it necessary to terminate [appellee], his severance pay is 80% of
the remainder of the contract.” The contract had a three-year term from January 1, 2016
through December 31, 2018. The contract was approved and adopted by appellant.
2. {¶ 5} On April 20, 2016, appellant voted to close the fire department and informed
appellee his position would be abolished. Appellee continued to serve as the fire chief
until June 30, 2016, when the fire department was closed. The duties of the fire
department were then contracted out to the neighboring Springfield Township. The
former employees of fire department were encouraged to apply for positions with the
neighboring Springfield Fire Department.
{¶ 6} Appellee made every effort to find comparable work, including as a
firefighter at Springfield Fire Department. However, a position with that fire department
would not begin until December 2016 or January 2017. Appellee then accepted a
conditional offer of employment from Lake Superior State University and withdrew his
application from the Springfield Fire Department. Because of complications with his
daughter’s health, he was unable to work for Lake Superior State University and instead
took a temporary position with the Salvation Army and a full-time position for
ProMedica in October 2016. Appellee was unemployed from July 2016 through October
2016.
{¶ 7} On February 22, 2017, appellee filed suit for breach of contract because
appellant refused to pay appellee any severance pay based on the terms of the contract.
Appellee demanded payment in the amount of $68,566.80 because appellant failed to
follow the obligations under the severance clause of the employment agreement.
{¶ 8} On August 27, 2018, appellant moved for summary judgment arguing the
contract was void because appellant did not have the statutory authority to enter into
3. appellee’s employment contract. The record indicates the appellee opposed the motion
for summary judgment, but did not file his own motion for summary judgment in
response.
{¶ 9} On December 20, 2018, the trial court denied appellant’s motion for
summary judgment and granted summary judgment in favor of appellee. The trial court
rejected appellant’s argument that it lacked the authority to enter into a written
employment contract with appellee and determined that appellant violated the contract by
refusing to pay him according to the severance provision of his employment agreement.
Appellant then filed a motion for reconsideration arguing that because appellee’s
termination was a layoff, it did not fall within the definition of “terminate” under the
contract. The trial court also rejected this argument in its December 20, 2018 decision.
The trial court provided parties 45 days to brief the issue of damages.
{¶ 10} Following the trial court’s determination that appellee was entitled to
summary judgment, appellant filed a motion for reconsideration and the briefing on
damages was stayed pending the trial court’s decision on the motion to reconsider the
summary judgment decision. Appellee filed his brief on damages before the trial court
rendered its decision on the motion to reconsider. The trial court overruled the motion to
reconsider on March 6, 2019, and provided appellant seven days to file its own brief on
damages.
{¶ 11} On March 18, 2019, without a timely filed brief from the appellant, the trial
court determined appellee’s damages and ordered appellee to provide a proposed
4. judgment entry determining costs of the action, interest on the judgment, and the total
amount appellee was due. This judgment entry was filed on April 4, 2019.
{¶ 12} On March 22, 2019, appellant moved to file its damages brief instanter and
on March 26, 2019, appellant filed a motion to reconsider the damages decision. On
April 4, 2019, the trial court granted appellant’s motion to file its damages brief instanter
and denied appellant’s motion to reconsider the damages hearing. In this decision, the
trial court determined that the damages in this matter were liquidated damages and that
appellant could not bring the affirmative defense that the liquidated damages were a
penalty because they waived the ability to bring that affirmative defense.
{¶ 13} Appellant brings forth five assignments of error for our review:
Appellant’s Assignment of Error No. I: The Trial Court erred in
issuing an Order sua sponte, granting summary judgment in favor of a non-
moving party because Spencer Township did not have the opportunity to
present their evidence and arguments.
Appellant’s Assignment of Error No. II: The Trial Court erred in
issuing an Order sua sponte, granting summary judgment in favor of a non-
moving party because as a matter of law reasonable minds can only come
to but one conclusion in favor of Spencer Township.
Appellant’s Assignment of Error No. III: The Trial Court erred in
interpreting the severance provision as a liquidated damages clause because
5. the damages are easily ascertainable and compensatory damages is the
appropriate measure.
Appellant’s Assignment of Error No. IV: The Trial Court erred in
their calculation of damages.
Appellant’s Assignment of Error No. V: The Trial Court erred in
not holding a hearing on damages.
{¶ 14} We address appellant’s second assignment of error first.
Standard of Review
{¶ 15} An appellate court reviews a trial court’s summary judgment decision de
novo. Grafton v. Ohio Edison Co., 77 Ohio St.3d 102, 105, 671 N.E.2d 241 (1996).
Summary judgment will be granted when no genuine issues of material fact exist when
after, construing all the evidence in favor of the nonmoving party, reasonable minds can
only conclude that the moving party is entitled to judgment as a matter of law. Civ.R.
56(C). Accord Lopez v. Home Depot, USA, Inc., 6th Dist. Lucas No. L-02-1248, 2003-
Ohio-2132, ¶ 7. When a properly supported motion for summary judgment is made, an
adverse party may not rest on mere allegations or denials in the pleading, but must
respond with specific facts showing there is a genuine issue of material fact. Civ.R.
56(E); Riley v. Montgomery, 11 Ohio St.3d 75, 79, 463 N.E.2d 1246 (1984).
{¶ 16} A de novo review requires an independent review of the trial court’s
decision without any deference to the trial court’s determination. Grafton at 105. A trial
court shall grant summary judgment only where: (1) no genuine issue of material fact
6. remains to be litigated; (2) the moving party is entitled to judgment as a matter of law;
and (3) viewing the evidence most strongly in favor of the nonmoving party, reasonable
minds can come to but one conclusion and that conclusion is adverse to the nonmoving
party. Civ.R. 56(C); Harless v. Willis Day Warehousing Co., 54 Ohio St.2d 64, 65-66,
375 N.E.2d 46 (1978).
Analysis
{¶ 17} “A public officer or employee holds his office as a matter of law and not
contract, nor has such officer or employee a vested interest or private right of property in
his office of employment.” Fuldauer v. City of Cleveland, 32 Ohio St.2d 114, 290
N.E.2d 546 (1972), paragraph three of syllabus. See also State ex rel. Gordon v.
Barthalow, 150 Ohio St. 499, 511-512, 83 N.E.2d 393 (1948) (“the relation between a
municipal officer or municipal general employee and the municipality he serves is not ex
contractu but is ex lege, and, although such officer or employee can doubtless recover for
his fixed salary for services actually performed, his right of action would not be ex
contractu but ex lege.”).
{¶ 18} Appellee cannot bring a claim for breach of contract against appellant
because as a public employee, he held his position as a matter of law, rather than as a
matter of contract. Therefore, we conclude that appellee was not employed pursuant to a
contract. As such, he cannot base his claim for recovery on a claim for breach of
contract. We therefore find that reasonable minds can come to but one decision in favor
7. of appellant, and that the trial court erred in denying appellant’s motion for summary
judgment and in granting summary judgment to appellee.
{¶ 19} We find appellant’s second assignment of error well-taken. The remaining
assignments of error are therefore moot.
{¶ 20} We therefore reverse the December 20, 2018 and April 4, 2019 judgments
of the Lucas County Court of Common Pleas. Appellee is ordered to pay the costs of this
appeal pursuant to App.R. 24.
Judgment reversed.
A certified copy of this entry shall constitute the mandate pursuant to App.R. 27. See also 6th Dist.Loc.App.R. 4.
Arlene Singer, J. _______________________________ JUDGE Christine E. Mayle, J. _______________________________ Gene A. Zmuda, P.J. JUDGE CONCUR. _______________________________ JUDGE
This decision is subject to further editing by the Supreme Court of Ohio’s Reporter of Decisions. Parties interested in viewing the final reported version are advised to visit the Ohio Supreme Court’s web site at: http://www.supremecourt.ohio.gov/ROD/docs/.
8.