Kertes Ents., L.L.C. v. Sanders

Citations

• 2021 Ohio 4308

Syllabus

Real estate purchase agreement agreement to agree formation of contract essential terms and/or material terms meeting of the minds grant of summary judgment to nonmoving party breach of contract. The trial court granted appellee's motion for summary judgment and denied the appellant's motion for summary judgment, and the appellant appealed. Where parties sign a preliminary agreement that expressly calls for the execution of a subsequent agreement, a question arises as to whether a completely integrated contract exists. When determining whether a complete integration exists, the trial court was permitted to all relevant evidence in order to make its determination. Similarly, the appellate court reviews de novo the existence of a contract. On review, the appellate court, therefore, was permitted to examine all the evidence to determine whether an integrated contract was created. Where subsequent agreement contained essential terms of the contract, appellees were required to agree to its terms before contract formation could be found to have occurred. Therefore, the parties failed to come to a meeting of the minds when they could not agree to the terms of the subsequent agreement. Even though this court disagrees with the trial court's finding that a contract existed, summary judgment was appropriate for appellees where appellant failed to establish the existence of contract.