Testa Ent., Inc. v. Hudson

Summary

The Ninth District Court of Appeals of Ohio reversed a summary judgment entered in favor of the City of Hudson in a dispute concerning a memorandum of understanding with Testa Enterprises. The court held that the trial court was required to determine whether the memorandum as a whole manifested an intent to be bound and, if necessary, consider the parties’ actions and extrinsic evidence. The matter was remanded for further proceedings, including consideration of unresolved issues concerning statutory endorsement and certification requirements.

Holdings

1. An agreement to agree is not per se unenforceable; enforceability depends on whether the parties manifested an intent to be bound and whether that intent is sufficiently definite to be specifically enforced.
2. The trial court erred by failing to determine whether the memorandum of understanding as a whole unambiguously expressed an intent not to be bound and, if not, whether the parties' actions and appropriate evidence outside the document demonstrated an intent to be bound.
3. Summary judgment for Hudson was improper on the trial court's existing analysis, and the judgment had to be reversed and the matter remanded.

Questions Presented

1. Whether the trial court properly granted summary judgment by treating the termination clause, rather than the memorandum of understanding as a whole, as dispositive of whether an enforceable agreement existed.
2. Whether the trial court was required, if the memorandum did not unambiguously resolve the parties' intent, to consider the parties' actions and appropriate extrinsic evidence concerning whether they intended to be bound.
3. Whether Testa's remaining arguments concerning city solicitor endorsement and finance-director certification were properly before the Court of Appeals or were premature for appellate resolution.

Disposition

reversed_and_remanded