Branson v. Fifth Third Bank, N.A.

Citations

• 2025 Ohio 4396

Syllabus

SUMMARY JUDGMENT — BREACH OF CONTRACT — CONFLICTING TERMS — PAROL EVIDENCE RULE — BREACH OF THE DUTY OF GOOD FAITH AND FAIR DEALING — BREACH OF FIDUCIARY DUTY: The trial court properly granted summary judgment to defendant-bank on plaintiff's claim for breach of contract following defendant's liquidation of assets held as collateral to secure an asset-backed line of credit when the value of the assets fell below the contractually set minimum value because (1) defendant was not required to provide notice prior to the liquidation of the assets as while the contract contained conflicting terms regarding the need for notice, the contract specifically provided defendant with the power to choose the more favorable terms in the event of a conflict; (2) while the contract permitted plaintiff to pledge additional collateral to bringing his loan into compliance, the terms of the contract required that collateral to be either cash or marketable securities and plaintiff offered defendant neither; and (3) plaintiff's evidence that defendant orally agreed to refrain from liquidating the assets during the terms of the 120-day loan was barred by the parole evidence rule as it directly conflicted with the terms of the parties' written contract. The trial court properly granted defendant summary judgment on plaintiff's claim for breach of the duty of good faith and fair dealing where defendant's actions were authorized by the express terms of the parties' contract. The trial court properly granted defendant summary judgment on plaintiff's breach-of-fiduciary-duty claim where plaintiff's complaint was limited to allegations of defendant's self-dealing and plaintiff's sole evidence in support of his claim related to defendant's failure to provide plaintiff ten-days' notice prior to the liquidation of the assets—which the contract did not require—and defendant's failure to deleverage plaintiff in accordance with plaintiff and defendant's plan as by the time defendant obtained control of