Bell’s Landscaping & Lawn Servs., L.L.C. v. Owens Corning Sales, L.L.C.

Summary

The Sixth District Court of Appeals of Ohio held that Bell’s Landscaping sufficiently stated a breach-of-contract claim arising from Owens Corning’s termination of a landscaping-services agreement. The court concluded that whether Bell’s Landscaping was required to obtain ISN membership and whether Owens Corning complied with contractual notice and cure provisions presented issues that could not be resolved on a Civ.R. 12(B)(6) motion. The court affirmed dismissal of the separate good-faith-and-fair-dealing claim because that theory was subsumed within the breach-of-contract claim, and the negligence claim was not challenged on appeal.

Holdings

1. The complaint sufficiently stated a breach-of-contract claim because it reasonably alleged that Bell’s Landscaping might not have been subject to the vendor-management requirements, and, alternatively, that Owens Corning failed to provide the contractually required notice and opportunity to cure or ninety days’ notice of termination.
2. Ohio law does not recognize an independent cause of action for breach of the implied duty of good faith and fair dealing apart from a breach of the underlying contract; the claim is subsumed within the breach-of-contract claim.

Questions Presented

1. Whether the complaint sufficiently pleaded a breach-of-contract claim where the contract’s applicability to Bell’s Landscaping as a Level 1 contractor, the alleged vendor requirements, and compliance with notice and cure provisions remained unresolved.
2. Whether the complaint stated a claim based on Owens Corning’s alleged failure to provide contractual notice and an opportunity to cure before terminating the agreement.
3. Whether breach of the implied duty of good faith and fair dealing is an independent cause of action under Ohio law.

Disposition

reversed_and_remanded