CSRA Columbus OH Fitness Master Lessee, L.L.C. v. Fitness & Sports Clubs, L.L.C.

2025 Ohio 2645

• Court: Ohio Court of Appeals
• Decided: July 24, 2025
• Docket: 24 CAE 08 0052
• Status: Published

Opinion

[Cite as CSRA Columbus OH Fitness Master Lessee, L.L.C. v. Fitness & Sports Clubs, L.L.C., 2025-Ohio-2645.]

COURT OF APPEALS DELAWARE COUNTY, OHIO FIFTH APPELLATE DISTRICT

CSRA COLUMBUS OH FITNESS : MASTER LESSEE, LLC, : JUDGES: : Hon. Craig R. Baldwin, P.J. Plaintiff - Appellee : Hon. Robert G. Montgomery, J. : Hon. Andrew J. King, J. -vs- : : FITNESS & SPORTS CLUBS, : LLC, et al., : Case No. 24 CAE 08 0052 : Defendants - Appellants : OPINION

CHARACTER OF PROCEEDING: Appeal from the Delaware County Court of Common Pleas, Case No. 23 CVH 05 0297

JUDGMENT: Affirmed

DATE OF JUDGMENT: July 24, 2025

APPEARANCES:

For Plaintiff-Appellee For Defendants-Appellants

ANDREW W. OWEN NELSON M. REID UB GREENSFELDER LLP BRICKER GRAYDON LLP 65 E. State St., Suite 1100 100 South Third Street Columbus, OH 43215 Columbus, OH 43215

A. Grant Phelan Klehr Harrison Harvey Branzburg LLP 1835 Market Street, Suite 1400 Philadelphia, PA 19103 Montgomery, J.

{¶1} Appellants Fitness & Sports Clubs, LLC ("F&S") and Fitness International,

LLC ("Fitness International"), collectively (“Appellants”) appeal from the decision of the

Delaware County Court of Common Pleas granting summary judgment to Appellee -

CSRA Columbus OH Fitness Master Lessee, LLC (“CSRA Columbus”). As set forth

below, we affirm.

STATEMENT OF THE CASE

{¶2} On May 17, 2023, CSRA Columbus filed a Complaint against F&S and

Fitness International. In Count I, CSRA Columbus alleges that F&S breached the Lease,

and in Count II, that Fitness International breached its guaranty agreement. On

February 9, 2024, CSRA Columbus moved for summary judgment as to liability. On

April 11, 2024, the trial court granted CSRA Columbus’ motion for summary judgment

and directed the Magistrate to conduct a damages’ hearing. On June 21, 2024, the

Magistrate issued its Decision and awarded CSRA Columbus damages in the amount of

$6,616,025.53 against Appellants, jointly and severally. The damages award included

three and a half years of accelerated rent in the amount of $4,603,463.36, for the period

from June 2024 through the end of the Lease term, December 2027. On August 6, 2024,

the trial court overruled Appellants' objections and adopted the Magistrate’s Damages’

Decision. Appellants timely filed a notice of appeal asserting one assignment of error

regarding the award of accelerated rent in the amount of $4,603,463.36.

STATEMENT OF RELEVANT FACTS

{¶3} The trial court found the following undisputed relevant facts. F&S, as

tenant, and CSRA Columbus, as landlord, are parties to a lease agreement (the “Lease”) dated September 26, 2007, initially executed by their respective predecessors-in-interest,

Sawmill Fitness, LLC and P&P Real Estate, LLC, as amended.1 The leased premises is

located at 3474 Sawmill Drive in Powell, Ohio (the “Premises”) and is used as a health

and fitness club. The Lease's term is 20 years, ending on December 28, 2027. Ohio law

governs the Lease.

{¶4} On June 15, 2021, CSRA Columbus and F&S executed a Third Amendment

to Lease Agreement ("Third Amendment"). The Third Amendment identified CSRA

Columbus as the successor to the original landlord and F&S as the successor to the

original tenant. The Third Amendment also explicitly "ratified and affirmed" the terms of

the original Lease, as amended by the Third Amendment. The Third Amendment states

that "the Lease is guaranteed under the Guaranty Agreement dated October 26, 2012,

by [Fitness] ... for the benefit of [CSRA].” The Third Amendment further states that, "[t]he

Guaranty Agreement by [Fitness] dated October 26, 2012, is in full force and effect."

{¶5} On March 15, 2023, Fitness International delivered a Notice of Surrender to

CSRA Columbus, advising CSRA Columbus that F&S surrendered the Premises to CSRA

Columbus (as landlord), effective immediately. Fitness International further stated in the

notice: "[p]lease be advised that Landlord now has an obligation to mitigate its claimed

damages, which will entail, without limitation, the re-letting of the Premises as soon as

possible." On March 17, 2023, CSRA Columbus responded and declared F&S in default

1 On September 26, 2007, Sawmill Fitness, LLC (''the Original Lessee") entered a lease with P&P Real Estate, LLC ("the Original Lessor") for property located at 3474 Sawmill Drive, Powell, Ohio. The Lease is for a 20-year term ending on December 28, 2027. Fitness International signed a Guaranty Agreement on October 26, 2012, with the Original Lessor guaranteeing payment if F&S defaulted under the Lease. F&S is the designated successor lessee to the Original Lease. The Original Lessor later assigned its rights and obligations as the lessor under the Lease and Guaranty Agreement to CSRA Columbus as the successor lessor. of the Lease and further stated that F&S was responsible for all rent and other sums due

under the Lease through the end of the term, December 28, 2027 . On May 17, 2023,

CSRA Columbus filed a Complaint against F&S and Fitness International and later moved

for summary judgment as to liability. CSRA Columbus asserted that F&S defaulted under

Section 8.1 of the Lease by failing to make any payments due under the Lease after

April 5, 2023.2

{¶6} The trial court granted summary judgment in favor of CSRA Columbus as

to liability. The court concluded that: (1) under Ohio law and the terms of the Lease, the

Lease does not require CSRA Columbus to make any effort to re-lease the Property and

that rent may be accelerated even if CSRA Columbus fails to mitigate through a re-lease;

and (2) under Ohio law, the parties are permitted to agree to such an acceleration clause

with a waiver of mitigation, despite the typical duty to mitigate. In its second Judgment

Entry, the court stated:

Two sophisticated commercial parties negotiated the Lease and included

the waiver-of-mitigation clause in conjunction with the acceleration clause.

Those parties and their successors amended that contract three times and

failed to change or eliminate these provisions. Ohio public policy supports

enforcing contracts negotiated between parties as written. If a contract is

clear and unambiguous, a court must enforce the contract as written.

Alexander v. Buckeye Pipe Line Co., 53 Ohio St.2d 241, 246 (1978).

2 Pursuant to Section 8.1 of the Lease, there are several ways F&S may "default," as that term is defined in the Lease, including by failing "to make any payment of Base Rent or other payments required hereunder on or before the due date thereof . . .” Judgment Entry Overruling Defendants' Objections to the Magistrate’s

6/12/24 Decision, at p. 8.

SOLE ASSIGNMENT OF ERROR

{¶7} “I. THE TRIAL COURT ERRED IN AWARDING APPELLEE, A LANDLORD, THREE AND A HALF YEARS OF ACCELERATED RENT IN THE AMOUNT OF $4,603,463.36, DESPITE APPELLEE'S FAILURE TO RELET THE PROPERTY OR MITIGATE ITS DAMAGES IN ANY WAY, IN VIOLATION OF BOTH THE PLAIN LANGUAGE OF THE LEASE AND OHIO LAW.”3

STANDARD OF REVIEW

Summary Judgment

{¶8} When reviewing a trial court's decision to grant summary judgment, an

appellate court applies the same standard used by the trial court. Smiddy v. The Wedding

Party, Inc., 30 Ohio St.3d 35 (1987). This means we review the matter de novo. Doe v.

Shaffer, 2000-Ohio-186.

{¶9} Civ. R. 56(C) states in pertinent part: “Summary Judgment shall be

rendered forthwith if the pleadings, depositions, answers to interrogatories, written

admissions, affidavits, transcripts of evidence, and written stipulations of fact, if any,

timely filed in the action, show that there is no genuine issue as to any material fact and

that the moving party is entitled to judgment as a matter of law ... A summary judgment

shall not be rendered unless it appears from such evidence or stipulation, and only from

the evidence or stipulation, that reasonable minds can come to but one conclusion and

that conclusion is adverse to the party against whom the motion for summary judgment

3Importantly, Appellants have not raised any assignments of error regarding any other

aspect of the trial court's judgment entries. is made, that party being entitled to have the evidence or stipulation construed most

strongly in the party's favor."

{¶10} Thus, summary judgment may be granted only after the trial court

determines that: 1) no genuine issues as to any material fact remain to be litigated; 2) the

moving party is entitled to judgment as a matter of law; and 3) it appears from the

evidence that reasonable minds can come to but one conclusion and viewing such

evidence most strongly in favor of the party against whom the motion for summary

judgment is made, that conclusion is adverse to that party. Temple v. Wean United, Inc.,

50 Ohio St.2d 317 (1977). "A trial court should not enter summary judgment if it appears

that a material fact is in genuine dispute, or if, construing the allegations most favorably

towards the nonmoving party, reasonable minds could draw different conclusions from

the undisputed facts." A. Doe v. First Presbyterian Church (USA), 126 Ohio App.3d 358,

363 (1998), citing Hounshell v. Arn. States Ins. Co., 67 Ohio St.2d 427, 433 (1981).

ANALYSIS

{¶11} Appellants’ assignment of error relates to the award of accelerated rent as

damages to CSRA Columbus. According to Appellants, Ohio law and the Lease itself

prohibits CSRA Columbus from accelerating rent due under the Lease unless CSRA

Columbus demonstrates that it undertook reasonable efforts to mitigate its damages and

because CSRA Columbus did not mitigate, it cannot collect accelerated rent. Appellants

claim the Lease allows CSRA Columbus to recover accelerated rent only if CSRA

Columbus in fact re-leases the Premises and reduces the accelerated rent by the

proceeds it receives from the new tenant. Appellants contend the acceleration provision, with a complete waiver of mitigation, creates a penalty provision and is void as against

public policy and results in a windfall to CSRA Columbus.

{¶12} On the other hand, CSRA Columbus argues that it was not obligated to

mitigate because the plain language of the Lease expressly waives a duty to mitigate.

CSRA Columbus claims Ohio courts - including this Court – give effect to the waiver of

mitigation language especially where, as here, the parties are sophisticated business

entities. According to CSRA Columbus, the damages awarded to it are simply the

damages that flowed from the breach of the Lease - nothing more.

Contract Interpretation

{¶13} When interpreting a contract, the court's primary role is to ascertain and

give effect to the intent of the parties, pursuant to the plain language of the agreement.

Saunders v. Mortensen, 2004-Ohio-24, ¶ 9. Under Ohio law, parties "have a fundamental

right to contract freely with the expectation that the terms of the contract will be enforced."

Nottingdale Homeowners' Assn, Inc. v. Darby, 33 Ohio St.3d 32, 36 (1987); see also

Wilborn v. Bank One Corp., 2009-Ohio-306, ¶ 8; Blount v. Smith, 12 Ohio St.2d 41, 47

(1967). "This freedom 'is as fundamental to our society as the right to speak without

restraint.'” Nottingdale, at 36, quoting Blount at 47.

{¶14} Contracts must be construed to give full effect to the parties’ intent. Sunbury

Diner, LLC v. Young, 2023-Ohio-2821, ¶ 31 (5th Dist.), citing Morrison v. Petro Evaluation

Servs., Inc., 2005-Ohio-5640, ¶ 29 (5th Dist.). It is a fundamental principle that contracts

should "be interpreted so as to carry out the intent of the parties, as that intent is

evidenced by the contractual language." Id. The intent of the parties is presumed to

reside in the very language used in the agreement. Id. If the terms of the contract are clear and unambiguous, “courts must give the words their plain and ordinary meaning”

and must refrain from creating a new contract by finding the parties intended something

other than set forth in the contract. Alexander v. Buckeye Pipe Line, 53 Ohio St.2d 241,

246 (1978).

{¶15} A contract that is, by its terms, clear and unambiguous requires no

interpretation or construction and will be given the effect called for by the plain language

of the contract. Scott Holding Company, Inc. v. Turbo Restaurants US, LLC, 2024-Ohio-

5240, citing Brooksedge Homeowners Assn., Inc. v. Stafford, 2023-Ohio-2660 (5th Dist.);

Telecom Acquisition Corp. I v. Lucic Ents., 2012-Ohio-472, ¶ 11 (8th Dist.) (Ohio courts

presume the contractual intent of the parties is within the language used in the written

instrument and if the intent of the parties is clear from the plain language of the

agreement, then there is no need to interpret the contract.). A contract is ambiguous only

if its provisions are susceptible of two or more reasonable interpretations. Turbo, ¶ 53.

Whether a contract's terms are clear or ambiguous is a question of law that is reviewed

de novo by an appellate court. Id.

The language regarding damages in Section 8.2(d) is clear and unambiguous

{¶16} As set forth above, Appellants do not appeal the question of liability. The

sole issue on appeal is whether the trial court erred in awarding certain damages. The

language at issue is set forth in Section 8.2(d). That section is titled “Remedies,” and

provides: Upon the happening of any one or more of ... defaults, Landlord may at its

election and without additional notice to Tenant:

(d) Recover from Tenant as liquidated damages for breach of this Lease the

deficiency (if any) between the accelerated amount of Base Rent and all additional rent to be paid under this Lease and the net amount received by

Landlord from reletting the Leased Premises. Such reletting may be for a

term or terms which may be less than or exceed the period which would

otherwise have constituted the balance of the Term. The amount of

Landlord's liquidated damages shall include Landlord's costs and expenses

for preparing the Leased premises for reletting, including all repairs,

reasonable tenant finish and/or improvements, broker's and attorneys' fees,

and any other loss or damage which Landlord may incur for the reletting.

Landlord shall not be obligated to relet the Leased Premises and may

recover damages hereunder without such consideration.

{¶17} The contractual language is clear, unambiguous, and not subject to

interpretation. Section 8.2(d) provides for liquidated damages in the form of an

"accelerated amount of Base Rent and all additional rent to be paid." That amount is

offset by the net amount received from re-leasing the Property if it is re-leased. The final

sentence states that CSRA Columbus may recover “damages” under Section 8.2(d) even

if it does not re-lease the Property: "Landlord shall not be obligated to relet the Leased

Premises and may recover damages hereunder without such consideration." This

specific language expressly waives the landlord's duty to mitigate its damages.4 The term

"damages" is not defined anywhere else in the Lease except in Section 8.2(d) above,

where the term "liquidated damages” is the “deficiency (if any) between the accelerated

4 There is no dispute that CSRA Columbus attempted to re-lease the premises; indeed,

Appellants’ Brief opines that CSRA Columbus was asking above market price and could not re-lease the property for 21 months. However, such details are irrelevant to whether CSRA Columbus is obligated to mitigate under the Lease in the first instance. amount of Base Rent and any additional rent to be paid under this Lease and the net

amount received by Landlord from reletting the Leased Premises.” Here, there simply is

no "net amount received by Landlord from reletting the Leased Premises.” Nothing in

Section 8.2(d) suggests CSRA Columbus’ entitlement to liquidated damages is contingent

on mitigation as Appellants suggest. Thus, because the language is clear and

unambiguous, it must be applied as written unless, as Appellants suggest, it is somehow

unenforceable.

The waiver of mitigation language in conjunction with the acceleration clause is enforceable

{¶18} Appellants' argument requires this Court to determine the enforceability of

the waiver of mitigation clause. We start with the premise that in general, a landlord must

mitigate damages if a lessee abandons the lease. Frenchtown Square Partnership v.

Lemstone, Inc., 2003-Ohio-3648, ¶ 20. In Frenchtown Square, the Ohio Supreme Court

stated that generally “landlords owe a duty to mitigate their damages caused by a

breaching tenant. That rule flows from the premise that modern leases are more than

simply property-interest transfers; rather, leases possess contractual qualities that often

include myriad covenants and duties and arise from a bargained-for relationship.” Id.

Accordingly, the Court held that a duty to mitigate damages applies to all leases, unless

the contract contains contrary provisions. Id.

{¶19} Thus, the Frenchtown Court recognized that parties are free to contract

around the duty to mitigate. Id. Following that guidance, this Court held that simultaneous

enforcement of an acceleration clause and a waiver of the duty to mitigate damages

contained in a commercial lease agreement did not create a penalty provision that was

void and did not create an impermissible windfall for the lessor. Turbo, ¶ 41; see also U.S. Bank Nat'l Assn v. Gullotta, 2008-Ohio-6268 (acceleration clauses are permissible);

Apple Ohio, LLC v. Rose Italian Kitchen Solon, LLC, 2023-Ohio-2880 (8th Dist.)

(recognizing a duty to mitigate damages can be eliminated by a contrary contract

provision in the lease).

{¶20} The Appellants in Turbo presented some (not all) of the same arguments

as Appellants do in the present case. However, this Court rejected those arguments

stating, “[w]hile the Ohio Supreme Court has held that a duty to mitigate damages applies

to commercial leases, in its opinion, the Court specifically stated, ‘barring contrary

contract provisions, a duty to mitigate damages applies to all leases.’” Turbo, ¶ 41;

Frenchtown Square, ¶ 20. The Turbo court concluded that in a commercial lease setting,

the duty to mitigate may be changed by the negotiations between the parties. B&G

Properties Limited Partnership v. Office Max, Inc., 2013-Ohio-5255 (8th Dist.); Plaza Dev.

Co. v. W. Cooper Ents., LLC, 2014-Ohio-2418 (10th Dist.); G&E HC Reit II Parkway Med.

Ctr., L.L.C. v. Drs. Ford & Soud, Inc., 2019-Ohio-791 (8th Dist.).

{¶21} Here, as in Turbo, the Lease contains a specific “contrary contract

provision” that expressly waives the mitigation requirement. The remedies’ language in

this case is similar to that in the Turbo case, where this Court held that the landlord’s duty

to mitigate and re-lease the premises was contractually abrogated. Turbo, ¶ 42. Similarly,

in B&G, the lease's language stated that "in case of re-entry, or of the termination of this

lease, * * * Tenant shall remain liable for the Fixed Rent, Additional Rent and other

obligations of Tenant herein provided for the balance of said term, whether Premises be

relet or not. Landlord shall not be liable for failure to relet the premises, and in the event

of reletting, for failure to collect the rent under such reletting." Id., ¶ 24. The court enforced the waiver language: "[t]he provision in this case sets forth that [tenant] will be liable for

rent for the entire duration of the lease irrespective of the reletting of the premises. This

is a sufficiently clear statement of the parties' intentions.” Id., ¶ 26; Plaza Dev., ¶ 31 ("Ohio

courts will give effect to a lease provision whereby a tenant agrees to remain liable for

rent owed for the duration of the lease regardless of reletting.").

{¶22} Here, in the final analysis, the terms of the Lease are clear and

unambiguous. The parties involved are both sophisticated business entities with equal

bargaining power, who negotiated and agreed to the terms of the Lease, by way of the

Third Amendment, and expressly waived the general duty to mitigate damages. Thus,

the waiver of mitigation language and accelerated rent is enforceable and not void as

against public policy. F&S remains liable for rent owed under the lease regardless of

whether CSRA Columbus mitigated its damages and re-leased the Premises.

{¶23} Appellants’ reliance on Castle Holdings VII, L.L.C. v. Midland Food Services

II, LLC., 2001-0hio-1421 (5th Dist.) is misplaced. That decision was issued prior to the

Ohio Supreme Court's decision in Frenchtown, supra, and is not instructive. As set forth

by CSRA Columbus, enforcing the acceleration clause does not run the risk of CSRA

Columbus receiving a "windfall" in the event CSRA Columbus is able to and does in fact

re-lease, the amount of liquidated damages is reduced, but that does not prevent CSRA

Columbus from a full recovery under the acceleration clause if, as here, CSRA Columbus

does not re-lease. Accordingly, Appellants’ sole assignment of error is overruled. CONCLUSION

{¶24} Appellants’ sole assignment of error is overruled, and the judgment of the

Delaware County Court of Common Pleas is affirmed.

By: Montgomery, J.

Baldwin, P.J. and

King, J. concur.