Tloa Acquisitions, L.L.C. v. Wagner

179 N.E.3d 246

TLOA ACQUISITIONS, L.L.C., Plaintiff-Appellant,

v.UNKNOWN HEIRS OF Roosevelt WAGNER Sr., et al., Defendants-Appellees.

No. 110002

Court of Appeals of Ohio, Eighth District, Cuyahoga County.

RELEASED AND JOURNALIZED: October 14, 2021

Sandhu Law Group, L.L.C., and David T. Brady, Cleveland, for appellant.

Law Office of Paul B. Bellamy, J.D., Ph.D., and Paul B. Bellamy, Cleveland, for appellee.

JOURNAL ENTRY AND OPINION

MARY EILEEN KILBANE, J.:

{¶1} Plaintiff-appellant TLOA Acquisitions L.L.C. ("TLOA") appeals the trial court's September 3, 2020 journal entry adopting the magistrate's July 17, 2020 decision finding there was an enforceable agreement between TLOA and appellee Kathina Vauss ("Vauss"). For the reasons that follow, we affirm the court's judgment.

FACTUAL AND PROCEDURAL BACKGROUND

{¶2} The facts of this case were established during the bench trial and are undisputed. This case centers around payments made to resolve an in rem tax certificate foreclosure for the premises located at 4832 East 135th Street, Garfield Heights, Ohio. The property was owned by Roosevelt Wagner, Sr., Vauss's deceased father. Because of protracted probate litigation after his death, the taxes for the property had been unpaid for several years. On November 11, 2015, TLOA's predecessor-in-interest, Woods Cove III, L.L.C. ("Woods") filed a tax certificate foreclosure action to enforce two tax certificates for the delinquent taxes it held against the premises.

{¶3} On August 22, 2016, Vauss negotiated a payment plan over the telephone with Woods's servicer, Davenport Financial, to pay off the delinquent taxes as well as costs, interests, and attorney fees for filing the foreclosure action. At that time, Vauss agreed to pay $2,000 in a down payment over the phone and to a 36-month payment plan of $755.42 a month to pay off the remaining balance. She also agreed at that time not to object to Woods getting a judgment in the foreclosure case, and Woods agreed to refrain from executing the judgment with a sheriff sale of the property as long as she continued to make timely payments. Vauss testified regarding her handwritten notes from that day that detailed these terms. No additional terms or narrative agreement were discussed.

{¶4} One month later, sometime in September 2016, Vauss received a redemption payment package from Woods in the mail containing a cover letter and a written agreement with an authorization agreement form for electronic ACH payment, which detailed the above payment schedule. The written agreement contained the terms they had discussed, but it also contained additional terms not discussed. Vauss did not sign nor return the written agreement; however, she did sign the ACH form and returned it. No payments were debited from her account for the first two months, so Vauss called Davenport Financial again. They told her they had not received the ACH form. They never mentioned not receiving the written agreement. They resent the ACH form that she signed and sent back with its payment schedule. At no point did anyone follow up with her regarding the unsigned written agreement or insist it had to be returned or there would not be an agreement.

{¶5} Vauss testified and presented evidence that from September 2016 to January 2018, payments were debited from her account from Davenport Financial pursuant to the oral agreement and the written payment schedule. She testified that as of January 2018, she had paid $14,848.14 and that she had a remaining balance of $10,400.60. In January 2018, Vauss received notice that the tax certificates for the property had been assigned to TLOA. At that time, she contacted Davenport Financial and Woods and was told that her December 2017 and her January 2018 payments had been forwarded to TLOA as they intended to honor her agreement with Woods/ Davenport Financial. Vauss called TLOA and corresponded via email regarding her prior payment agreement for the tax certificates. TLOA's responses reflected that they were aware of the agreement.

{¶6} Vauss testified it was her intent to continue with the payment plan and to make a payment in February 2018. On February 1, 2018, she had a telephone conversation with TLOA. Subsequently, she received a letter from the Sandhu Law Firm with a pay-off letter quote effective through January 2018. The quote included a charge of $2,883.51 in attorney fees in addition to the outstanding payment plan balance. Vauss testified regarding subsequent pay-off quotes she received from the law firm that added additional attorney fees.

{¶7} On February 13, 2018, TLOA was substituted as the plaintiff in this matter. On June 22, 2018, Vauss retained counsel and filed a motion for leave to file supplemental claims, pursuant to Civ.R. 15(E), in which she requested the court enforce the agreement, but also alleged breach of contract, promissory estoppel, and conversion claims against TLOA. The trial court granted this motion. On November 14, 2018, Vauss filed a motion for leave to file summary judgment regarding her supplemental claims, which the court granted and deemed the motion filed the next day. The court subsequently denied the motion for summary judgment on September 4, 2019, finding that while it was undisputed there was an agreement between Vauss and Woods, there were still material issues of fact to be determined regarding the terms of the payment plan.

{¶8} Trial on Vauss's supplemental claims was conducted on October 28, 2019. Vauss testified regarding the terms of the oral agreements and her performance under the agreement, and she submitted exhibits to support her testimony, which included the payment schedule. On July 17, 2020, the magistrate issued a decision with detailed findings of fact and law based on the testimony heard and the exhibits accepted at the trial. The magistrate held there was an enforceable oral contract between TLOA and Vauss and required Vauss to pay off the remaining balance under her initial agreement, which was $10,400.60. The court also ordered TLOA to provide Vauss with the tax certificates for the premises upon receipt of these funds. On July 31, 2020, TLOA filed objections to the magistrate's decision pursuant to Civ.R. 53(D)(3)(b)(i) and stated the following four objections:

The Magistrate's Decision conflicts with previous final judgment entries entered within the case, which remain in effect and have not been vacated;

No oral contract existed between the parties—the written, unsigned contract controlled the duties between the parties;

The existence of the written payment plan should have defeated the Promissory Estoppel claim;

Even if there were a contract, Defendant, [Vauss], was in breach of the contract and TLOA's claims should be allowed to proceed.

TLOA did not state any objections regarding the statute of frauds, the amount Vauss was ordered to pay, or that interest should be applied to Vauss's alleged remaining balance since her last payment. Vauss also filed an objection to the magistrate's decision on August 10, 2020, where she alleged the magistrate failed to consider her conversion claim.

{¶9} On September 3, 2020, the court overruled these objections and adopted the magistrate's July 17, 2020 decision finding there was an enforceable contract between Vauss and TLOA and that her equitable claim for promissory estoppel had merit as well. The court adopted the magistrate's orders for Vauss to pay the remaining balance of $10,400.60 and for TLOA to provide the tax certificates upon receipt of the funds.

{¶10} TLOA now appeals the trial court's September 3, 2020 journal entry adopting the magistrate's decision and asserts the following two assignments of error:

I. The Trial Court erred as a matter of law in finding that an oral contract existed between the parties — the written, unsigned contract controlled the duties between the parties as it was required to be in writing under the Statute of Frauds.

II. The Trial Court erred as a matter of law in ceasing the accrual of interest in January 2018, when the debt was not redeemed pursuant to relevant statute and Appellee breached the agreement.

LAW AND ANALYSIS

{¶11} The standard of review for an appeal from a bench trial has been succinctly stated by this court in 3637 Green Rd. Co. v. Specialized Component Sales Co. , 2016-Ohio-5324, 69 N.E.3d 1083, ¶ 19 (8th Dist.) :

In a civil appeal from a bench trial, we apply a manifest weight standard of review, guided by a presumption that the trial court's findings are correct. Seasons Coal v. Cleveland , 10 Ohio St.3d 77, 79-80, 461 N.E.2d 1273 (1984). A judgment supported by some competent, credible evidence going to all the material elements of the case will not be reversed as being against the manifest weight of the evidence. C.E. Morris Co. v. Foley Constr. Co. , 54 Ohio St.2d 279, 376 N.E.2d 578 (1978), syllabus. Where, however, the trial court's decision is based upon a question of law, we review the trial court's determination of that issue de novo. See, e.g., Taylor Bldg. Corp. of Am. v. Benfield , 117 Ohio St.3d 352, 2008-Ohio-938, 884 N.E.2d 12, ¶ 34 ("Courts review questions of law de novo."). "A finding of an error of law is a legitimate ground for reversal, but a difference of opinion on credibility of witnesses and evidence is not." Seasons Coal at 81 .

In support of its first assignment of error, TLOA asserts the oral agreement does not comply with the statute of frauds such that the terms of the Woods's written unexecuted agreement sent to Vauss should control. It further asserts that this unexecuted written agreement should bar Vauss's equitable claim for promissory estoppel and that the court should have found Vauss in breach of the written agreement. These are questions of law, and therefore, our review shall be de novo. Id.

{¶12} The statute of frauds states that no action can be brought upon certain agreements as listed in R.C. 1335.05 unless the agreement is reduced to writing. Blain's Folding Serv. v. Cincinnati...