Vandemark v. Reder

Citations

• 2026 Ohio 50

Syllabus

CIV.R. 12(B)(6) — AGENCY — SIGNATURES — CORPORATIONS — CONTRACTS — FRAUD — THEFT — R.C. 2307.60 — UNJUST ENRICHMENT: The trial court did not err in dismissing appellants' breach-of-contract claim against appellees where appellees' letter of engagement unambiguously manifested an intent to bind only appellees' corporate principal, where the corporation was not a party defendant, and where the complaint furnished no basis for holding appellees liable for the corporation's debts. The trial court erred by dismissing appellants' claims for fraudulent inducement to contract and civil theft because the complaint alleged that appellees falsely represented to appellants that they intended to perform under the contract, because that false representation reasonably and foreseeably induced appellants to retain appellees' corporation to appellants' detriment, and because the legal duties breached in doing so existed independent of and prior to the appellants' contract with appellees' corporate principal. The trial court erred by dismissing appellants' claim for restitution on a theory of unjust enrichment because, even though the subject matter was covered by an express contract, appellants alleged that appellees were enriched by means of fraud, illegality, or bad faith.