Young v. Hampton

2024 Ohio 6081

• Court: Ohio Court of Appeals
• Decided: December 30, 2024
• Docket: 2024 CA 00043
• Status: Published

Opinion

[Cite as Young v. Hampton, 2024-Ohio-6081.]

COURT OF APPEALS LICKING COUNTY, OHIO FIFTH APPELLATE DISTRICT

NATALIE YOUNG JUDGES: Hon. William B. Hoffman, P.J. Plaintiff-Appellant Hon. Craig R. Baldwin, J. Hon. Andrew J. King, J. -vs- Case No. 2024 CA 00043 REBECCA HAMPTON, Executor of The Estate of Thomas E. Hampton, et al.,

Defendants-Appellees OPINION

CHARACTER OF PROCEEDINGS: Appeal from the Licking County Court of Common Pleas, Probate Division, Case No. 2022-0307 A

JUDGMENT: Affirmed

DATE OF JUDGMENT ENTRY: December 30, 2024

APPEARANCES:

For Plaintiff-Appellant For Defendants-Appellees

NATALIE YOUNG SAMUEL A. SEEDS P.O. Box 211 Hayes Law Offices, Inc. Pataskala, Ohio 43062 P.O. Box 958 Pataskala, Ohio 43062 Licking County, Case No. 2024 CA 00043 2

Hoffman, P.J. {¶1} Defendant-appellant Natalie Young appeals the April 11, 2024 Entry

Ordering Private Sale entered by the Licking County Court of Common Pleas, Probate

Division, which ordered a sale of real property owned by the Estate of Thomas E.

Hampton (“the Estate”). Plaintiff-appellee is Rebecca Hampton, Executor of the Estate.

STATEMENT OF THE FACTS AND CASE

{¶2} Appellee is the daughter of Thomas E. Hampton (“the Decedent”) and the

Executor of the Estate. The Estate owns real property located at 10039 Taylor Road,

SW, Etna, Licking County, Ohio (“the Real Property”). On April 4, 2023, Appellee and

Alan Coleman (“Coleman”), by and through his company, Capital City Property Solutions

and Marketing, LLC (“Capital City”), entered into a real estate purchase agreement

whereby Capital City would purchase, renovate, and sell the Real Property to a third party

through an assignment of the current contract or through a wholly separate secondary

sale. The agreement provided for a closing date on or before September 30, 2024. In

addition, if the Real Property was not sold within 18 months of the closing date, Capital

City would return possession thereof to Appellee.

{¶3} On July 7, 2023, Capital City executed a contract with Appellant for the sale

of the Real Property for $340,000.00, with a closing date of August 18, 2023. Appellant

subsequently hired Attorney Allen Aimar to prepare an Amended Purchase Agreement,

which was executed on August 15, 2023. The Amended Purchase Agreement required

Appellant to make a down payment of $10,000.00, to Capital City. In addition, the

Amended Purchase Agreement set a new closing date of September 29, 2023, and

indicated closing was contingent upon Appellant selling her own home. Coleman signed Licking County, Case No. 2024 CA 00043 3

the Amended Purchase Agreement on behalf of the Estate despite the fact Appellee was

not consulted. Appellant did not pay the full down payment nor did she sell her home.

{¶4} The Amended Purchase Agreement between Appellant and Capital City

expired by its own terms on September 29, 2023. Neither Appellee, in her capacity as

Executor of the Estate, nor Capital City executed an extension of the Amended Purchase

Agreement. Appellant engaged Attorney Tony Clymer to assist her in completing the

purchase of the Real Property. Appellee attempted to resolve the issue by offering

Appellant a right of first refusal to purchase the Real Property upon completion of the

renovations. In exchange, Appellee requested Appellant sign a waiver of her right to bring

a civil action against Appellee. Despite Appellee providing Appellant with several drafts

of such an agreement, an agreement was never reached. The documents presented by

Appellant in her Brief to this Court do not include the signatures of both parties.

{¶5} On November 21, 2023, Appellee, in her capacity as Executor of the Estate,

filed a complaint for authority to sell the Real Property, naming the Licking County

Treasurer; the Ohio Department of Taxation; Huntington National Bank; 161 Kings, LLC;

Coleman aka Capital City; and Appellant as defendants. All of the defendants had an

interest, potential interest, or alleged interest in the Real Property. Appellant has

proceeded pro se throughout the pendency of this matter.

{¶6} On January 9, 2024, Appellee filed a combined motion seeking default

judgment against 161 Kings, LLC, and Coleman, aka Capital City, and summary judgment

against the remaining defendants. With respect to the motion for summary judgment

against Appellant, Appellee explained Appellant “alleges an interest in the subject Real

Property by virtue of a purchase contract dated August 15, 2023, that expired on Licking County, Case No. 2024 CA 00043 4

September 29, 2023.” January 9, 2024 Combined Motion of Plaintiff for Default Judgment

and Summary Judgment at p. 3, unpaginated. Appellee continued, Appellant “has

repeatedly alleged that she either maintains the right to purchase the Real Property

despite the expiration of said contract or possesses an option to purchase said Real

Property.” Id. Appellee concluded she was entitled to summary judgment against

Appellant as Appellant “does not have an express right to purchase the Real Property nor

does she hold a valid option to purchase or right of first refusal over the Real Property.”

Id. at p. 6, unpaginated. Appellee added no party presented substantiated evidence or

documentation establishing Appellant held such a right.

{¶7} Appellant filed a pro se Objection and Answer to Plaintiffs [sic] Combined

Motion for Default Judgment and Summary Judgment on January 22, 2024, countering

she committed to the purchase of the Real Property, but she could not take possession

of the Real Property as it was not legally habitable on the promised date of September

29, 2023. After the trial court granted her an extension of time, Appellee filed a reply in

support of her motion for summary judgment on February 20, 2024. Therein, Appellee

asserted Appellant’s “Objection and Answer is comprised entirely of factual allegations

that are not supported by affidavit indicating personal knowledge and are therefore not in

compliance with Civil Rule 56.” Reply of Plaintiff in Support of Summary Judgment Motion

at p. 1, unpaginated.

{¶8} Via Entry Ordering Private Sale issued April 11, 2024, the trial court ordered

Appellee to sell the Real Property. The trial court found the sale of the Real Property was

necessary to pay the debts of the Estate. The trial court further found Appellant did not Licking County, Case No. 2024 CA 00043 5

hold an exclusive right to purchase the Real Property, and did not hold a valid right of first

refusal or an option to purchase.

{¶9} Appellant filed a timely Notice of Appeal from the April 11, 2024 entry.

Appellant did not set forth any potential assignments of error, but included three

statements under the heading “Argument,” which we shall consider as assignments of

error:

I. FAILURE TO RULE ON FIRST RIGHT TO REFUSE

II. VALIDITY OF THE SALE

III. BREACH OF CONTRACT

Standard of Review

{¶10} Summary judgment proceedings present the appellate court with the unique

opportunity of reviewing the evidence in the same manner as the trial court. Smiddy v.

The Wedding Party, Inc., 30 Ohio St.3d 35, 36 (1987). As such, this Court reviews an

award of summary judgment de novo. Grafton v. Ohio Edison Co., 77 Ohio St.3d 102,

105 (1996).

{¶11} Civ.R. 56 provides summary judgment may be granted only after the trial

court determines: 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 Licking County, Case No. 2024 CA 00043 6

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

50 Ohio St.2d 317 (1977).

{¶12} It is well established the party seeking summary judgment bears the burden

of demonstrating no issues of material fact exist for trial. Celotex Corp. v. Catrett, 477

U.S. 317, 330 (1986). The standard for granting summary judgment is delineated in

Dresher v. Burt, 75 Ohio St.3d 280, 293 (1996): “* * * a party seeking summary judgment,

on the ground that the nonmoving party cannot prove its case, bears the initial burden of

informing the trial court of the basis for the motion, and identifying those portions of the

record that demonstrate the absence of a genuine issue of material fact on the essential

element(s) of the nonmoving party's claims. The moving party cannot discharge its initial

burden under Civ.R. 56 simply by making a conclusory assertion the nonmoving party

has no evidence to prove its case. Rather, the moving party must be able to specifically

point to some evidence of the type listed in Civ.R. 56(C) which affirmatively demonstrates

the nonmoving party has no evidence to support the nonmoving party's claims. If the

moving party fails to satisfy its initial burden, the motion for summary judgment must be

denied. However, if the moving party has satisfied its initial burden, the nonmoving party

then has a reciprocal burden outlined in Civ.R. 56(E) to set forth specific facts showing

there is a genuine issue for trial and, if the nonmovant does not so respond, summary

judgment, if appropriate, shall be entered against the nonmoving party.” The record on

summary judgment must be viewed in the light most favorable to the opposing party.

Williams v. First United Church of Christ, 37 Ohio St.2d 150 (1974).

I Licking County, Case No. 2024 CA 00043 7

{¶13} In her first assignment of error, Appellant contends the trial court failed to

rule of her request for a right of first refusal. We disagree.

{¶14} In its April 11, 2024 Entry Ordering Private Sale, the trial court specifically

found, “[Appellant] does not hold an exclusive right to purchase the real estate, nor doe

[sic] she hold any valid right of first refusal or option to purchase the real estate.”

(Emphasis added.) Id. at p. 1, unpaginated.

{¶15} Despite the trial court’s finding, Appellant asserts she holds a right of first

refusal as such option is “a contractual right” to which she was legally entitled to because

she paid a deposit.

{¶16} “A valid contract consists of an offer, acceptance, and consideration.”

(Citation omitted.) Motorists Mut. Ins. Co. v. Columbus Fin., Inc., 2006-Ohio-5090, ¶ 7

(10th Dist.). “A meeting of the minds as to the essential terms of the agreement is a

requirement to enforcing the contract.” (Citation omitted.) Id. A contract is not valid without

a meeting of the minds. Id. at ¶ 9.

{¶17} Neither the July 7, 2023 contract between Capital City and Appellant nor

the Amended Purchase Agreement included a right of first refusal. When the Amended

Purchase Agreement between Appellant and Capital City expired by its own terms on

September 29, 2023, the agreement was not extended. Appellant subsequently hired

Attorney Tony Clymer to assist her in completing the purchase of the Real Property. In

an attempt to resolve the issue, Appellee offered Appellant a right of first refusal to

purchase the Real Property upon completion of the renovations. In exchange, Appellee

requested Appellant sign a waiver of her right to bring a civil action against Appellee.

Appellee provided Appellant with several drafts of such an agreement, but an agreement Licking County, Case No. 2024 CA 00043 8

was never reached. Appellant would not agree to the waiver provision. Instead, Appellant

executed an earlier, unrevised copy of the right of first refusal, ignoring the modified

version with the waiver provision which counsel for Appellant received from Appellee.

{¶18} Under the totality of the circumstances, we find the parties did not have a

“meeting of the minds” with regard to the right of first refusal. Accordingly, Appellant and

Appellee did not have a valid contract, and Appellant did not maintain a right of first

refusal.

{¶19} Appellant’s first assignment of error is overruled.

II

{¶20} In her second assignment of error, Appellant appears to argue the purchase

agreement between herself and Capital City constituted a valid sale. Appellant explains

Appellee, in her capacity as Executor of the Estate, obtained court approval to sell the

Real Property. Appellant concludes because the trial court granted Appellee such

authority, “the sale was valid and binding.” Brief of Appellant at p. 5.

{¶21} Contrary to Appellant’s assertions, neither the July 7, 2023 contract

between Appellant and Capital City nor the Amended Purchase Agreement constituted a

completed sale. A purchase agreement signed by both the buyer and the seller creates

a binding contract. See, White v. Nemastil, 29 Ohio App.3d 1, 4 (8th Dist. 1985). The

Amended Purchase Agreement between the parties was a binding contract, it

contemplated a sale once the parties met their respective obligations thereunder. It did

not complete a sale.

{¶22} The Amended Purchase Agreement expired by its own terms on September

29, 2023, due to unsatisfied conditions precedent. Appellant was required to make a Licking County, Case No. 2024 CA 00043 9

$10,000.00 down payment, which she did not provide. In addition, Appellant’s purchase

of the Real Property was contingent upon the sale of her own home. She did not sell her

home. Further, the Amended Purchase Agreement specifically stated:

This contract constitutes the entire agreement and there are no

representations, oral or written, which have not been incorporated herein.

Any amendments to this [c]ontract shall be made in writing signed by the

Buyer and Seller. All notices given in connection with this contract shall be

made in writing signed by the party giving such notice.

August 15, 2023 Amended Real Estate Purchase Contract, Para.

13.1.

{¶23} The terms of the Amended Purchase Agreement were unambiguous.

Because the Amended Purchase Agreement expired and conditions precedent were not

satisfied, Appellee had the authority to sell the Real Property to a third party, and

appropriately sought an order from the trial court to do so. This Court will not, in effect,

create a new contract by finding an intent not expressed in the clear language employed

by the parties. See, Lawson Co. v. Davidson Phillips, Inc., 5th Dist. Delaware No. No. 98

CA 33, 1998 WL 3898, * 2.

{¶24} Appellant’s second assignment of error is overruled.

III

{¶25} In her final assignment of error, Appellant maintains the trial court erred in

failing to order specific performance of the Amended Purchase Agreement. Licking County, Case No. 2024 CA 00043 10

{¶26} “A party seeking specific performance * * * must show performance on his

own part pursuant to the terms of the contract.” (Citation omitted.) White v. Nemastil, 29

Ohio App.3d at 4. “Courts do not allow the remedy of specific performance where the

party requesting it has failed to fulfill any prerequisites of performance under the

agreement.” (Citations omitted.) Warthog Management LLC v. Fares, 2024-Ohio-2065, ¶

25 (8th Dist.).

{¶27} By its express terms, the Amended Purchase Agreement required Appellant

to make a down payment of $10,000.00, and made closing contingent on Appellant selling

her home. Appellant failed to fulfill her obligations under the terms of the Amended

Purchase Agreement. Appellant argues the purchase was contingent upon Capital City’s

completion of the repairs. Completion of the repairs is not a term in the Amended

Purchase Agreement. The fact Capital City had not yet completed the repairs did not

excuse Appellant’s failure to perform her obligations under the Amended Purchase

Agreement.

{¶28} Based upon the foregoing, Appellant’s third assignment of error is

overruled. Licking County, Case No. 2024 CA 00043 11

{¶29} The judgment of the Licking County Court of Common Pleas, Probate

Division, is affirmed.

By: Hoffman, P.J. Baldwin, J. and King, J. concur