DATFT, L.L.C. v. AM Reflections Cleaning Servs. L.L.C.

2023 Ohio 1348

• Court: Ohio Court of Appeals
• Decided: April 26, 2023
• Docket: C-220217
• Status: Published

Opinion

[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

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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.

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{¶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

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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

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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

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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.

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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-

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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.