Kraft Elec. Contracting, Inc. v. Lori A. Daniels Irrevocable Trust Dated January 15, 2001

Citations

• 2019 Ohio 2029

Syllabus

CONTRACTS – SETTLEMENT – PAROL EVIDENCE – DAMAGES: The trial court did not err in holding that a payment made to plaintiffs subcontractors by a contractor was not the \initial payment\ required by the terms of the settlement agreement between the parties where email correspondence, which occurred after the time of contracting, did not constitute parol evidence, and the emails demonstrated that parties had acknowledged that the \initial payment\ was outstanding and accruing monthly late charges. Defendant trust, which had guaranteed payment under the settlement agreement, was obligated to pay a $10,000 monthly late fee, because the monthly fee constituted valid liquidated damages where the contractor had failed to pay past settlement amounts, the $10,000 monthly charge was not unconscionable as the parties that had negotiated the settlement agreement were sophisticated business entities, surrounding circumstances indicated that the parties intended the monthly charge to be a consequence of the breach of the agreement, and the trust had waived defenses as part of the guaranty.