Warthog Mgt., L.L.C. v. Fares

Citations

• 2024 Ohio 2065

Syllabus

Summary judgment, breach of contract, contract interpretation, plain language, declaratory judgment, specific performance, effect of breach. Potential buyer of property filed complaint against sellers alleging breach of a purchase agreement for residential property. Potential buyer also sought declaratory judgment the purchase agreement was valid and prayed for specific performance of the purchase agreement. The purchase agreement was signed and binding and required potential buyer to pay earnest money immediately upon receipt of purchase agreement. The potential buyer did not pay the earnest money upon receipt. Sellers thereafter notified potential buyer they breached the purchase agreement and thereafter entered into a subsequent purchase agreement with new buyers. The trial court granted summary judgment to sellers, finding potential buyer to be in breach of the purchase agreement. The trial court also denied summary judgment on potential buyer's declaratory judgment because it found it was not entitled to specific performance because it was in breach of the purchase agreement. A trial court's grant of summary judgment is reviewed de novo. In interpreting a contract, courts will construe a contract to give effect to the plain language used. The purchase agreement required potential buyer to pay earnest money immediately upon the receipt of the signed purchase agreement. Potential buyer did not do so and thus breached the purchase agreement. Sellers were therefore entitled to summary judgment on potential buyer's claim that sellers breached the purchase agreement. Because potential buyer was in breach of the purchase agreement, it was not entitled to specific performance of the purchase agreement and it was not entitled to declaratory judgment.