Minster Farmers Cooperative Exchange Co. v. Dues

Summary

The Ohio Supreme Court held that invoices and account statements unilaterally stating an interest rate do not constitute the written contract required by Ohio Revised Code 1343.03(A) to charge interest above the statutory rate on a book account. The court rejected reliance on the Uniform Commercial Code's provisions concerning additional terms between merchants, reversed the appellate judgments, and remanded the cases. The court limited the decision's effect to the consolidated cases and future transactions.

Holdings

1. A unilateral notation of an interest rate on an invoice or account statement is not a written contract for purposes of R.C. 1343.03(A). The writing must reflect assent by both parties.
2. R.C. 1343.03(A), as the more specific statute, controls over R.C. 1302.10. The merchant-confirmation rule cannot convert unilateral invoice terms into the written contract required to impose an above-statutory interest rate.
3. Because no written contract established the claimed higher rate, Minster Farmers was limited to the interest rate set forth in R.C. 5703.47, and its claim for interest above that rate was unenforceable.
4. Minster Farmers' cross-appeals concerning compounding were moot because the company could not enforce the claimed above-statutory interest rate.

Questions Presented

1. Whether invoices or account statements unilaterally stating an interest rate constitute the written contract required by Ohio Revised Code 1343.03(A) to charge more than the statutory interest rate on a book account.
2. Whether Ohio Revised Code 1302.10, governing additional or different terms in contracts between merchants, permits invoice terms to satisfy the written-contract requirement of Ohio Revised Code 1343.03(A).
3. Whether Minster Farmers could enforce interest charged above the statutory rate and compound that interest.

Disposition

reversed_and_remanded