Patel v. Strategic Group, L.L.C.

2020 Ohio 4990, 161 N.E.3d 42

• Court: Ohio Court of Appeals
• Decided: October 22, 2020
• Docket: 109043
• Status: Published

Opinion

[Cite as Patel v. Strategic Group, L.L.C., 2020-Ohio-4990.]

COURT OF APPEALS OF OHIO

EIGHTH APPELLATE DISTRICT COUNTY OF CUYAHOGA

BIPIN PATEL, :

Plaintiff-Appellee, : No. 109043 v. :

STRATEGIC GROUP, L.L.C., :

Defendant-Appellant. :

JOURNAL ENTRY AND OPINION

JUDGMENT: AFFIRMED IN PART AND VACATED IN PART RELEASED AND JOURNALIZED: October 22, 2020

Civil Appeal from the Cuyahoga County Court of Common Pleas Case No. CV-18-897461

Appearances:

Kenneth J. Fisher, Co., L.P.A., Kenneth J. Fisher, and Dennis A. Nevar, for appellee.

The Law Office of Jaye M. Schlachet, Eric M. Levy, and Jaye M. Schlachet, for appellant.

RAYMOND C. HEADEN, J.:

Defendant-appellant Strategic Group, L.L.C. (“Strategic Group”)

appeals the trial court’s order entering judgment in favor of plaintiff-appellee Bipin Patel (“Patel”) and against Strategic Group on Patel’s claims of breach of contract

and conversion, with an award of damages in the amount of $50,000. For the

reasons that follow, we affirm in part and vacate in part.

I. Factual and Procedural History

On February 13, 2018, Strategic Group purchased the commercial

real estate located at 1877 Triplett Boulevard, Akron, Ohio for $95,000 (“real

property”). Strategic Group then advertised the real property for sale through the

online website BizBuySell.

Patel, a resident of Alabama, communicated several times with Shadi

Taha (“Taha”), a co-manager of Strategic Group, to discuss the real property. On

March 5, 2018, Taha indicated via text message that the convenience store located

on the real property had been subject to a lease agreement. According to Patel, Taha

advised him that the underlying lease agreement was expiring, and Patel could

either renew the lease or opt to run the convenience store on his own. Taha’s text

message read “renew the lease or take over!!!” Patel’s intent was to purchase the

real property and to personally operate the convenience store — he did not want the

convenience store subject to an underlying lease agreement.

Taha provided differing testimony. Taha claimed he informed Patel

the lease agreement was in place with a few years remaining on the underlying lease.

Per Taha, Patel asked if Strategic Group would negotiate with the current tenant and

attempt to terminate the lease agreement. Taha notified Patel that Strategic Group would not attempt such negotiations, but Patel could pursue those options once he

owned the real property.

Patel, along with three other individuals, traveled to Ohio to inspect

the real property in early March 2018. On March 10, 2018 (“the March meeting”),

Patel and his associates met Taha at a local Starbucks. Patel had not retained an

attorney at that point in time.

The parties provided contrary testimony regarding the documents

exchanged at the March meeting. Patel denied that Taha provided him with a

purchase agreement or lease agreement at that time. Patel claimed he first received

copies of the purchase agreement and lease agreement, by email, following the

March meeting. Conversely, Taha stated he presented the proposed purchase

agreement — that represented the sale of the real property from Strategic Group to

Patel for the sum of $550,000 — as well as a copy of the underlying lease at the

March meeting. Taha testified that Patel and his associates examined the

documents for approximately one hour.

All parties agree that the purchase agreement noted Patel’s

remittance of $50,000 earnest money. Patel paid the earnest money at the March

meeting with three personal checks. Patel’s father and two of Patel’s friends each

provided a check; the checks were made payable to Strategic Group. Strategic Group

did not place the earnest money in escrow, as required under the purchase

agreement, but deposited the funds in its personal bank account. Patel provided conflicting testimony as to why he submitted the

earnest money at the March meeting, prior to execution of the purchase agreement.

Patel first testified that Taha required payment of the earnest money before he

executed the purchase agreement. Patel later conceded he was anxious to purchase

the real property and informed Taha that he would pay the earnest money and

subsequently have the documents reviewed by his attorney.

Patel and Taha did not meet again following the March meeting, but

exchanged copies of the relevant documents by email. While Taha asserted he

provided the purchase agreement and lease agreement at the March meeting, Patel

claimed receipt of the purchase agreement on March 11, 2018, and a partial lease on

March 12, 2018. The partial lease agreement did not contain the pages that would

have shown the lessee agreed to the available options, thereby committing to a lease

extension until November 2020.

According to Taha, he provided Patel with duplicate copies of the

lease on March 13, 2018, and March 20, 2018, and Patel should have known the real

property was subject to the underlying lease. The entire lease agreement was over

70 pages and Taha admitted he never read the document in full. Patel maintained

he did not receive the entire lease agreement until after his receipt of the title

commitment.

The parties negotiated the purchase agreement by adding to the

existing, printed paragraphs with hand-written language that was initialed by both

buyer and seller. The document was executed on March 13, 2018. Taha then contacted Barristers Title of Ohio (“Barristers”) on March 14, 2018, to complete the

title work associated with the purchase agreement.

Patel received a copy of the title commitment from Barristers on

March 19, 2018. The title commitment included a handwritten notation that the

buyer and seller — Patel and Strategic Group — would handle the assignment of the

lease outside of escrow. This was Patel’s first notice that the underlying lease

agreement was not expired.

Upon receipt of the title commitment, Patel provided his attorney,

Christian Pereyda (“Pereyda”), with the documents relative to the purchase

agreement. Pereyda penned a letter to Strategic Group, on Patel’s behalf, stating

Patel would not go forward with the contract because the property was not

satisfactory for its intended purpose. The letter requested the return of Patel’s

earnest money. Patel may also have contacted Strategic Group directly and

indicated that because the lease was not expired, he was terminating the agreement

and requested the return of his earnest money.

Taha asserted that he was contacted by Patel after March 19, 2018,

and asked to renegotiate the purchase agreement for a lower selling price. Patel

conceded he attempted to negotiate a lower price after Taha refused to return the

earnest money, but the parties did not agree upon alternate terms.

Patel insisted he terminated the purchase agreement as permitted by

the document’s express terms and demanded repayment of his $50,000 earnest

money. Strategic Group refused to accept Patel’s termination notice and, instead, argued it was entitled to the earnest money because Patel breached the contract

when he failed to complete the purchase of the real property.

Due to Strategic Group’s refusal to return the earnest money, Patel

filed suit against Strategic Group on May 5, 2018, claiming breach of contract,

conversion, fraudulent misrepresentation, negligent misrepresentation, and

fraudulent inducement. Strategic Group filed an answer on June 7, 2018. Strategic

Group and Patel filed motions for summary judgment on January 23, 2019, and

March 21, 2019, respectively. The trial court denied both summary judgment

motions on June 4, 2019.

On June 26, 2019, the trial judge conducted a bench trial. In

interpreting the purchase agreement, the trial judge found rider A, when read in

conjunction with paragraph 6, was subject to multiple interpretations. The judge

allowed the introduction of parol evidence to determine the parties’ intent when they

entered the agreement. Both parties presented evidence at trial, and the trial court

rendered a verdict in favor of Patel on his breach of contract and conversion claims,

with an award of $50,000. An opinion and order were journalized by the trial court

on September 6, 2019.

Strategic Group filed a timely notice of appeal on September 24, 2019,

and raised, verbatim, the following assignments of error:

Assignment of Error No. 1: The trial court erred in considering parol evidence in awarding judgment to appellee. Assignment of Error No. 2: The trial court erred in finding appellant liable to appellee for breach of contract which was not supported by the evidence.

Assignment of Error No. 3: The trial court erred by awarding judgment on appellee’s conversion claim where it also awarded judgment on the claim of breach of contract.

Assignment of Error No.4: The trial court erred in awarding appellee judgment against appellant on its claim for conversion.

II. Law and Analysis

A. Standard of Review

Strategic Group’s arguments that the purchase agreement language

was not ambiguous, parol evidence was erroneously considered, and the trial court

erred when it found Strategic Group breached the contract present mixed questions

of fact and law:

While the interpretation of a contract is generally a matter of law subject to de novo review, the same standard does not apply when the agreement is ambiguous, as the trial court found in this case. See Dzina v. Dzina, 8th Dist. Cuyahoga No. 83148, 2004-Ohio-4497, ¶ 11-13 (whenever contractual language is deemed to be ambiguous, it is the responsibility of the trial court to interpret it, and the trial court has broad discretion in clarifying ambiguous language). The interpretation of an ambiguous term used in a contract is a question of fact and will not be reversed on appeal absent an abuse of discretion. Maines Paper & Food Serv., Inc. v. Eanes, 8th Dist. Cuyahoga No. 77301, 2000 Ohio App. LEXIS 4480, 2 (Sept. 28, 2000). A trial court’s decision does not constitute an abuse of discretion unless it is unreasonable, arbitrary, or unconscionable. Castlebrook Ltd. v. Dayton Properties Ltd., 78 Ohio App.3d 340, 346, 604 N.E.2d 808 (2d Dist.1992), citing Huffman v. Hair Surgeon, Inc., 19 Ohio St.3d 83, 87, 482 N.E.2d 1248 (1985). Accordingly, when applying this standard of review, an appellate court is not free to substitute its judgment for that of the trial court. Nofzinger v. Blood, 6th Dist. Huron No. H-02-014, 2003-Ohio-1406, ¶ 42. MRI Software, L.L.C. v. W. Oaks Mall FL, L.L.C., 2018-Ohio-2190, 116 N.E.3d 694,

¶ 11 (8th Dist.).

As to the trial court’s factual findings that Strategic Group breached

the purchase agreement, the weight given to the evidence and the credibility of the

witnesses are primarily issues assessed by the trier of fact. Id. at ¶ 12. The reviewing

court views the trial court’s credibility determinations with due deference. Id. And

“[b]ecause the trial court is best able to view the witnesses and observe their

demeanor when it weighs the credibility of the offered testimony, there is a

presumption that the findings of the trier of fact are correct.” Id., citing Nofzinger

at ¶ 41, citing Seasons Coal Co. v. Cleveland, 10 Ohio St.3d 77, 80, 461 N.E.2d 1273

(1984). The standard of appellate review of the trial court’s decision that Strategic

Group breached the contract is manifest weight of the evidence. See Schaste Metals

v. Tech Heating & Air Conditioning, 8th Dist. Cuyahoga No. 71589, 1997 Ohio App.

LEXIS 3543, 3 (Aug. 7, 1997) (a breach of contract claim is reviewed under a

manifest weight of the evidence standard). “Accordingly, following a bench trial, a

reviewing court will generally uphold a trial court’s judgment as long as the manifest

weight of the evidence supports it — that is, as long as ‘some’ competent and credible

evidence supports it.” MRI Software at ¶ 12, citing Hamilton v. Ball, 2014-Ohio-

1118, 7 N.E.3d 1241, ¶ 15 (4th Dist.).

B. Breach of Contract

For ease of analysis, we will review the assignments of error out of

order and first discuss the second assignment of error. In its second assignment of error, Strategic Group argues that the trial court erred when it found in favor of Patel

on his breach of contract claim. Specifically, the trial court found that Patel,

pursuant to the terms of the purchase agreement, terminated the contract and,

therefore, Strategic Group was required to return Patel’s earnest money. Strategic

Group’s failure to remit the earnest money resulted in a breach of contract.

We first look at the trial court’s assessment of the contract — the

purchase agreement. The trial court found that when read together paragraph 6 and

rider A of the purchase agreement were ambiguous. Paragraph 6 reads:

6. CLOSING: The closing of the sale of the Property (the “Closing Date”) shall be 30 days after removal/satisfaction or waiver of all contingencies, but no later than 20 March 2018.

Additionally, rider A of the purchase agreement reads in its entirety:

RIDER A

ADDITIONAL CONTINGENCIES

TO

PURCHASE AGREEMENT

ADDITIONS TO PRINTED PARAGRAPHS

SOLD AS IS NO CONTINGENCIES Paragraph 6 required the removal, satisfaction, or waiver of all

contingencies by March 20, 2018; contingencies were defined in rider A. The terms

of rider A were subject to two interpretations: (1) the parties’ handwritten additions

to the printed paragraphs — that were initialed by both parties — constituted contingencies, or (2) the language “additions to printed paragraphs” was a heading

and there were no contingencies under the purchase agreement.

Patel argued the “additions to printed paragraphs” language

identified contingencies whereas Strategic Group argued this verbiage was simply a

heading and no contingencies applied under the purchase agreement. The contract

terms of rider A were susceptible to multiple interpretations thereby creating

ambiguity. See Michael A. Gerard, Inc. v. Haffke, 8th Dist. Cuyahoga No. 98488,

2013-Ohio-168, ¶ 11, citing Hillsboro v. Fraternal Order of Police, Ohio Labor

Council, Inc., 52 Ohio St.3d 174, 177, 556 N.E.2d 1186 (1990) (contract terms

reasonably susceptible to more than one explanation are ambiguous).

The interpretation of paragraph 6 and rider A was not problematic

until Barristers distributed the title commitment. The purchase agreement required

Strategic Group to deliver a title commitment to Patel by March 18, 2018. (Purchase

agreement at paragraph 12.) After the parties executed the purchase agreement,

Strategic Group secured Barristers for completion of the necessary title work. On

March 19, 2018, one day later than required by the terms of the contract, Barristers

delivered a copy of the title commitment to Patel. The title commitment excluded

coverage for the underlying lease and the document included a handwritten note

that read: “Buyer and Seller to get assignment [of lease] outside of escrow.” (Patel’s

trial exhibit No. 3.) The title work indicated the underlying lease would expire on

November 16, 2020. Patel alleged this was his first notice that the lessee had exercised its options to renew the underlying lease until November 2020. Patel

subsequently requested and obtained a complete copy of the lease agreement.

Paragraphs 11 and 12 of the purchase agreement addressed title and

read as follows:

11. TITLE: At the closing Seller shall deliver to Buyer a good and sufficient general warranty deed (the “Deed”) conveying good and marketable fee simple title in and to the Property to Buyer, free and clear of all liens, claims and encumbrances whatsoever, except (a) any mortgage financing assumed by Buyer (b) covenants, easements, reservations, conditions and restrictions of record, if any, reviewed and approved by Buyer, pursuant to paragraph 12, (c) zoning changes and (d) real estate taxes and assessments, both general and special, which are a lien but not yet due and payable as of the Closing Date (as hereinafter defined).

12. TITLE POLICY: Seller shall furnish to Buyer at Seller’s expense an Owner’s Policy of Title Insurance (the “Title Policy”), issued by ____ in the amount of the Sales Price and dates at or after the Closing Date, insuring record title to the Property to Buyer subject only to the exceptions described in paragraph 11, provided that Buyer shall have the right to review and approve any easements, covenants, conditions, reservations or restrictions of record disclosed in the preliminary title commitment to be provided to Buyer by Seller within five (5) days after the execution of this agreement. If for any reason the title company is unable to issue a Title Policy as aforesaid of if Seller is otherwise unable to convey title as set forth in paragraph 11 and if within fifteen (15) days after the receipt of notice by certified mail from Buyer to Seller to remove or satisfy the defect or defects in title, said defects are not cured, then at the expiration of said fifteen (15) day period, Buyer may at his option, to be exercised by notice by certified mail to Seller within five (5) days after the expiration of said fifteen (15) day period, (i) accept such title as Seller is able to furnish, or (ii) terminate this Agreement and receive all funds or documents, if any, previously paid or deposited by Buyer. Upon such termination neither party hereto shall thereafter be under any further liability to the other party hereto.

(Emphasis added.) We note that the emphasized language in paragraph 11 —

reviewed and approved by Buyer, pursuant to paragraph 12 — was a handwritten addition to the paragraph and, depending upon how rider A was interpreted, could

have qualified as an “addition to printed paragraphs” or a contingency under rider

A. The wording “and approve” in paragraph 12 was crossed out by the parties.

The question before the court was whether the parties intended the

handwritten additions to the printed paragraphs to be contingencies that had to be

waived, removed, or satisfied before closing. (Purchase agreement at paragraph 6.)

If so, Patel’s approval of the assignment of the lease — divulged for the first time in

the title commitment — was a contingency that had to be waived, removed, or

satisfied before closing. Parol evidence was introduced to interpret the parties’

intended meaning of paragraph 6 and rider A.

Patel testified that he did not intend to execute the purchase

agreement if an underlying lease was attached to the real property because Patel

wanted to personally operate the convenience store. Taha was aware of Patel’s

intention to purchase the real property and operate the convenience store himself.

To do so, there could be no underlying lease agreement attached to the real property.

Patel testified about Taha’s March 5, 2018 text that led Patel to believe he could

either renew the underlying lease agreement or choose to terminate the lease and

operate the convenience store personally. The parol evidence clarified for the trial

court that the parties intended the contingencies to include the handwritten

additions to the printed paragraphs, including Patel’s approval of the title work.

After establishing the intentions of the parties and determining the

language added to the printed purchase agreement served as contingencies, the trial court further analyzed and interpreted the terms of the purchase agreement.

Barristers’ title work showed the real property was encumbered by the underlying

lease and the lease had to be assigned from Strategic Group to Patel. The purchase

agreement did not specifically address the assignment of the lease from Strategic

Group to Patel or the current renewal status of the lease agreement. However,

Patel’s approval of the title work, as required under paragraphs 11 and 12, allowed

him to assess these issues presented in the title commitment. Patel testified that

upon receiving the title commitment, he terminated the purchase agreement.

The purchase agreement provided for termination under paragraphs

4, 5, and 12. Paragraph 5, specifically, allowed Patel to terminate the purchase

agreement and receive a full refund of the earnest money should Patel’s

investigation of the property disclose any state of facts objectionable, in Patel’s sole

judgment, per the contingencies contained in rider A. Patel found the title

commitment objectionable and, therefore, notified Strategic Group of his intentions

to terminate. Patel sent his termination notice, through his attorney, in writing and

by mail as required by the terms of the purchase agreement.

Strategic Group argues that because Patel testified at trial that the

physical land was not objectionable — only the presence of the lease — Patel could

not terminate under paragraph 5. We do not interpret paragraph 5 as imposing such

a limitation. Further, the trial court found the terms of paragraph 5 permitted

Patel’s objections to the purchase agreement and title commitment and we do not

find this was against the manifest weight of the evidence. Paragraph 5 also stated Patel would receive a refund of the earnest

money upon his termination of the purchase agreement. Strategic Group’s failure

to return the earnest money constituted a breach of contract.

Based upon the foregoing, the trial court found that the purchase

agreement contained ambiguous terms that led to more than one interpretation of

rider A and paragraph 6. The trial court’s introduction of parol evidence helped to

explain the parties’ intentions when they executed the purchase agreement. The

trial court found Patel was entitled to terminate the purchase agreement, which he

did with the requisite notice required under the agreement. Upon receipt of Patel’s

notice of termination, Strategic Group was obligated to return Patel’s earnest money

and Strategic Group’s failure to do so constituted a breach. The trial court’s findings

were supported by competent, credible evidence and were not unreasonable,

arbitrary, or unconscionable. Therefore, the trial court correctly found in favor of

Patel on his breach of contract claim and Strategic Group’s second assignment of

error is overruled.

C. Parol Evidence

In its first assignment of error, Strategic Group contends that the trial

court erred when it considered parol evidence. Specifically, Strategic Group argues

that the terms of the purchase contract were not ambiguous and, therefore, parol

evidence should not have been introduced.

Interpretation of a contract requires the court to ascertain and give

effect to the parties’ intent. MRI Software, 2018-Ohio-2190, 116 N.E.3d 694, at ¶ 27, citing Hamilton Ins. Servs., Inc. v. Nationwide Ins. Cos., 86 Ohio St.3d 270, 273,

714 N.E.2d 898 (1999). In so doing, the court reviews the contract as a whole and

presumes the parties’ intent is reflected in the contract’s language. Kelly v. Med.

Life Ins. Co., 31 Ohio St.3d 130, 509 N.E.2d 411 (1987), paragraph one of the

syllabus. As a result, if the contract’s language is plain and unambiguous, the terms

are enforced as written, and courts may not turn to evidence outside the four corners

of the contract to alter its meaning. Beverage Holdings, L.L.C. v. 5701 Lombardo,

L.L.C., 159 Ohio St.3d 194, 2019-Ohio-4716, 150 N.E.3d 28, ¶ 13.

Conversely, courts will consider extrinsic evidence to give effect to the

parties’ intentions where the language of the contract is unclear or ambiguous.

Alliant Food Servs. v. Powers, 8th Dist. Cuyahoga No. 82189, 2003-Ohio-4193,

¶ 36. Contract terms are considered ambiguous where their meanings are

reasonably susceptible to multiple interpretations. Porterfield v. Bruner Land Co.,

2017-Ohio-9045, 103 N.E.3d 152, ¶ 18 (7th Dist.), citing First Natl. Bank of

Pennsylvania v. Nader, 2017-Ohio-1482, 89 N.E.3d 274, ¶ 25 (9th Dist.). Once a

clause is found ambiguous, “parol evidence can be introduced to explain the

intention of the parties.” Schleicher v. Alliance Corporate Res., 10th Dist. Franklin

No. 95APE03-311, 1995 Ohio App. LEXIS 5405, 9 (Dec. 7, 1995). “Parol evidence is

used only to interpret the terms, and not to contradict the terms.” First Natl. Bank

of Pennsylvania at ¶ 25.

Courts apply a de novo standard when reviewing the application of

parol evidence. Rice v. Rice, 7th Dist. Columbiana No. 2001-CO-28, 2002-Ohio- 3459, ¶ 38, citing Charles A. Burton, Inc. v. Durkee, 158 Ohio St. 313, 324, 109

N.E.2d 265 (1952).

The trial court determined that a reading of paragraph 6 and rider A

together created an ambiguity since multiple interpretations were possible. Rider A

could have meant the additions to the printed paragraphs were contingencies or,

alternatively, the wording “additions to printed paragraphs” was a heading and no

contingencies applied under the contract.

The parol evidence provided the trial court clarity as to the parties’

mutual intentions when they entered the purchase agreement. The trial court

considered Taha’s representations to Patel, relative to the status of the underlying

lease agreement and Patel’s right to operate the convenience store as his own

business. Taha’s March 5, 2018 text communicated to Patel that the underlying

lease agreement was expired and did not need to be renewed. Patel reasonably

relied on those representations. It was Patel’s intention to enter the purchase

agreement with the expectation that he would operate the convenience store

independently and that the real property would not be subject to an underlying lease

agreement. The trial court found the parties intended and mutually agreed at

drafting that the language “additions to printed paragraphs” demonstrated the

additional handwritten terms included in the purchase agreement were

contingencies thereby allowing Patel to approve the title commitment. The record

reflects that the trial court did not err when it found the terms of the purchase agreement ambiguous and considered parol evidence to establish what the parties

mutually agreed to and understood to be the meaning of rider A.

Thus, Strategic Group’s first assignment of error lacks merit and is

overruled.

D. Conversion

Strategic Group’s third and fourth assignments of error both address

conversion and will be discussed collectively. Strategic Group argues that the trial

court erred when it found it liable for conversion and awarded Patel judgment on

his conversion claim.

Conversion and breach of contract are alternate causes of action.

Boston v. Sealmaster Industries, 6th Dist. Erie No. E-03-040, 2004-Ohio-4278,

¶ 36, citing Richardson v. Shaw, 209 U.S. 365, 382-383, 28 S.Ct. 512, 52 L.Ed. 835

(1908). A litigant may not recover for both a breach of contract and conversion.

Boston at ¶ 37. An award on both claims would amount to double recovery. Kindle

Rd. Co., L.L.C. v. Trickle, 5th Dist. Licking No. 03CA99, 2004-Ohio-4668, ¶ 61.

Patel filed suit against Strategic Group and identified five causes of

action; only his claims of breach of contract and conversion are relevant to this

inquiry. Through his breach of contract and conversion claims, Patel sought

repayment of the $50,000 earnest money he deposited with Strategic Group at the

inception of the parties’ dealings.

The trial court determined Strategic Group breached the purchase

agreement when it failed to refund the earnest money to Patel after Patel exercised his right to terminate the agreement. Additionally, the trial court found Strategic

Group wrongfully withheld, and continued to wrongfully withhold, the earnest

money in contravention to Patel’s property rights and, therefore, converted Patel’s

property. The trial court entered judgment in favor of Patel, and against Strategic

Group, on the claims of breach of contract and conversion and awarded damages to

Patel totaling $50,000.

The trial court correctly found in favor of Patel on his breach of

contract claim, as described above in response to Strategic Group’s second

assignment of error. Once the trial court returned the full value of the alleged

converted property to Patel — as occurred when the trial court awarded Patel

$50,000 on his breach of contract claim — Patel suffered no damages pursuant to

his conversion action. See Silverman v. Am. Income Life Ins. Co. of Indianapolis,

10th Dist. Franklin Nos. 01AP-338 and 01AP-339, 2001 Ohio App. LEXIS 5683, 32

(Dec. 18, 2001) (where the owner received full value of the converted property, he

suffered no damages under a conversion cause of action). Breach of contract and

conversion are alternate causes of action, and once the trial court found Strategic

Group breached the purchase agreement, there was no basis for the trial court to

consider Patel’s claim of conversion. See Dream Makers v. Marshek, 8th Dist.

Cuyahoga No. 81249, 2002-Ohio-7069, ¶ 20 (based upon plaintiff’s conversion and

breach of contract causes of action that sought identical damages from the

defendant, the trial court correctly granted defendant’s motion for summary judgment on the conversion claim because the facts presented a clear and simple

contract action under which the plaintiff had recovered the alleged damages).

We find that once the trial court found Strategic Group liable for

breach of contract, the conversion claim could not be considered and any arguments

regarding conversion were moot. We vacate the order that found Strategic Group

liable for conversion and vacate the portion of the judgment that found Strategic

Group liable for $50,000 due to conversion. We affirm the judgment to the extent

it awarded Patel $50,000 for damages under his breach of contract claim. In light

of this conclusion, Strategic Group’s third and fourth assignments of error are moot.

Judgment affirmed in part and vacated in part.

It is ordered that appellant and appellee share the costs herein taxed.

The court finds there were reasonable grounds for this appeal.

It is ordered that a special mandate be sent to said court to carry this judgment

into execution.

A certified copy of this entry shall constitute the mandate pursuant to Rule 27

of the Rules of Appellate Procedure.

______________________________________ RAYMOND C. HEADEN, JUDGE

PATRICIA ANN BLACKMON, P.J., and ANITA LASTER MAYS, J., CONCUR