Whiteford, Taylor & Preston, L.L.P. v. Middleman

Citations

• 2026 Ohio 654

Syllabus

Summary judgment; Civ.R. 56(C); de novo; breach of contract; legal services; payment; pro bono; friends and family matter; standard billable matter; dispute; agreement; whole; handwritten notation; email exchange; incorporated; language; unclear; circumstances; extrinsic evidence; parties' intention; triable issues. Reversed the trial court's decision granting plaintiff-appellee's motion for summary judgment on a claim for breach of contract alleging defendant-appellant failed to pay for legal services rendered. Because appellant did not raise a choice-of-law argument in the trial court, it was not addressed on appeal. The terms of the engagement agreement included a handwritten notation that incorporated exceptions noted in an email exchange. The parties disputed whether the matter was to be handled as a pro bono or friends-and-family matter or as a standard billable matter. Because the language of the agreement was unclear, and it appeared that the circumstances surrounding the agreement invested the language of the contract with a special meaning, extrinsic evidence could be considered in an effort to give effect to the parties' intention. Triable issues of fact remained, and the case was remanded.