Ameritech Publishing , Inc. v. Snyder Tire Wintersville, Inc.

Citation: 2010 Ohio 4868Docket: 09 JE 35

Court: Ohio Court of Appeals; September 30, 2010; Ohio; State Appellate Court

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In the case Ameritech Publishing, Inc. v. Snyder Tire Wintersville, Inc., the Ohio Court of Appeals addressed an appeal by Snyder Tire concerning a civil judgment from the Jefferson County Court No. 2. The trial court had ruled in favor of Ameritech, awarding $6,714.32 for breach of contract related to advertising services, while dismissing another action due to insufficient proof of damages. Snyder contested the award, arguing that Ameritech failed to demonstrate a mutual agreement for the services rendered and that the trial court's decision to dismiss one action while granting the other was inconsistent, as both claims were based on a single contract.

The court found that the Ameritech Customer Receipt constituted a valid and enforceable contract, supported by Snyder's admission of agreeing to one of the advertisements at issue. The dismissal of the second complaint did not undermine the enforceability of the contract relevant to the first claim. However, the court modified the judgment to correct the awarded amount to $4,637.85, which corresponded to the claim in the surviving action, as the original amount awarded was mistakenly based on the dismissed complaint. The case history indicated that Ameritech had filed its claims for unpaid advertising fees, totaling $4,637.85 for Wintersville and a higher amount for Calcutta advertisements. Snyder had previously attempted to dismiss the claims, alleging harassment and lack of compliance with discovery requests. The final judgment reflected the correct amount owed while affirming the existence of the enforceable contract.

On November 16, 2006, Ameritech filed a motion for summary judgment, accompanied by an affidavit detailing Snyder's outstanding account balance of $4,637.85 for Wintersville advertisements from 2004 to 2005, along with supporting documents including a customer receipt signed by Douglas Snyder. In response, Snyder contended that Ameritech had not demonstrated a contractual agreement, arguing that the receipt did not constitute a contract. Snyder provided evidence of payments made from November 2003 to October 2004 but did not include 2005 payments due to Ameritech's vague claims about outstanding invoices. The trial court denied Ameritech's motion on May 24, 2007, allowing the case to proceed to discovery.

On January 10, 2008, Snyder filed its own motion for summary judgment, reiterating that the 2003 receipt was not a contract and claiming that Ameritech had not shown any advertising contracts post-2003. Snyder expressed that it had not contracted for advertising in the Eastern Ohio River Area directory and did not address the Steubenville directory. Snyder asserted that its Calcutta store had closed in 2004 and would not have consented to any advertising mentions after May 2004.

In response, on February 8, 2008, Ameritech presented a complete signed agreement from July 15, 2003, detailing annual renewals and billing amounts for various directories, along with a certified mail receipt from August 7, 2004, regarding new rates for upcoming terms. 

Ameritech filed a second motion for summary judgment on October 22, 2008, providing additional documentation, including a billing itemization. Snyder, in a response dated November 18, 2008, reiterated its earlier arguments against contracting for advertising in three directories and the closure of the Calcutta location. Ameritech replied on December 1, 2008, highlighting that Snyder had acknowledged Douglas's authority to bind the company contractually and that his signature on the agreement obligated Snyder to the claimed charges.

The trial court held hearings on summary judgment motions from both parties on December 4, 2008, resulting in the denial of Ameritech's motion on December 15, 2008, and Snyder's motion on December 29, 2008. The case proceeded to trial on July 30, 2009, where Ameritech's witness, Amy Appleman, testified about a July 15, 2003 customer receipt and subsequent notifications regarding pricing. She acknowledged that the 2003 contract did not specify future pricing and stated that Snyder had not canceled the contract. Appleman reported outstanding balances for directories associated with Snyder, totaling $4,637.85 for the Steubenville and Eastern Ohio River directories and $6,714.32 for the East Liverpool and Salem Lisbon directories, despite Snyder's claim of payment for the Steubenville advertisements.

Snyder's witness, Alan Tipton, clarified the separation between Snyder Tire of Calcutta and Snyder Tire of Wintersville, asserting no awareness of an agreement with Ameritech and stating that after the closure of the Calcutta location in May 2004, there was no need for advertising in the directories related to that location. Tipton also noted that Ameritech's correspondence was sent to the Wintersville address, where Snyder would have received it.

After closing arguments, Snyder contended that it was not informed of the advertisement rates, claiming a lack of an essential term in the 2003 contract, resulting in no mutual agreement. The trial court consolidated the actions and concluded that Snyder had contracted for advertisements in the Wintersville location but found that Ameritech failed to substantiate its claims for the Calcutta advertisements. Consequently, the court awarded Ameritech $6,714.32 for the Wintersville advertisements and dismissed the complaint regarding the Calcutta advertisements.

Snyder challenges the trial court's decision, claiming it erred in awarding $6,714.32 to the Plaintiff, asserting there was no enforceable contract with Ameritech for advertising services in the October 2004 directory. Snyder has waived part of this argument by not contesting the existence of a contract for the Steubenville directory during trial, instead claiming prior payment and an error in billing. This concession implies acceptance of a contract for that directory. However, Snyder maintains its position that no valid contract existed for the Eastern Ohio River Area directory, allowing it to argue this point on appeal.

For a successful contract claim, essential elements such as offer, acceptance, mutual assent, consideration, and certainty of terms must be demonstrated. Snyder argues there was no meeting of the minds due to the July 2003 contract being presented as a receipt, with terms obscured in fine print. Additionally, Snyder contends the contract's subject matter was uncertain because of an open price term and ambiguous automatic-renewal language.

The document reiterates a fundamental principle of contract law that a competent party cannot evade a contract's terms by claiming ignorance of them. Thus, Snyder's assertion that the agreement's terms were hidden does not exempt it from the contract's obligations.

The Ameritech contract is a one-page document with terms predominantly on the reverse side, which is titled "TERMS GOVERNING YOUR REQUEST FOR ADVERTISING." It includes specific clauses regarding cancellation and payment: 

1. Cancellation or changes to an Advertising Unit must be communicated in writing via registered or certified mail at least 14 weeks before the directory's Issue Date, which is the first day of the month the directory is distributed.
2. Invoices are issued monthly during the Issue Life, typically 12 months, with the possibility of a six-month extension or reduction. Unless canceled by the customer or rejected by Ameritech, invoicing continues at prevailing rates for subsequent directory editions.

Snyder's claim that the contract's terms are misleading or constitute a "maze of fine print" is rejected, as the relevant clauses are clearly presented, with significant details highlighted in capital letters. The court found no merit in Snyder's argument that the contract was invalid due to its format.

Regarding the enforceability of the contract due to price certainty, the court upheld that a contract must have definite pricing. However, vague pricing can be acceptable if it is ascertainable through an external standard, such as market price. In this case, the contract specified a monthly price of $133.00 for the October 2003 term, an increase from the previous year’s rate of $129.50, showing sufficient clarity and enforceability. The following year, the price was $136.50, further establishing that the pricing terms were definite.

Invoices will be issued monthly during the Issue Life of a directory, typically lasting twelve months, with a possible extension or reduction of six months without notice. Absent cancellation by the client or rejection by the service provider, charges will be based on the prevailing rates for advertising in subsequent editions. The term "prevailing rates" is deemed sufficient for contract price certainty, ensuring obligations are tied to market rates for similar services, thus maintaining enforceability.

Snyder argues that the contract's automatic-renewal provision is ambiguous and contradicts other terms, suggesting it should be construed against Ameritech. However, contract interpretation emphasizes the clear language used by the parties, which should reflect their intent. The specification of directory edition dates does not conflict with the automatic-renewal clause; both provisions serve to clarify the contract's structure and provide Snyder with notice regarding cancellation deadlines. The contract clearly states the start date for the one-year term and outlines conditions for renewal, negating claims of ambiguity or inconsistency.

Snyder argues that the trial court erred by inconsistently finding a meeting of the minds regarding advertisements for Wintersville but not for Calcutta, despite a unified written agreement. The court clarified that Ameritech failed to prove its case for the Calcutta location but found Snyder agreed to charges for Wintersville. This indicates the contract was valid and enforceable for all locations, with Ameritech only proving damages for Wintersville. Snyder's inconsistency claim is therefore unfounded. The court recognized a contract with definite terms, supported by Douglas's signature. However, the trial court erred in the award amount, incorrectly using $6,714.32—total for Calcutta—when it should have awarded $4,637.85 as claimed for Wintersville. This discrepancy was acknowledged as a scrivener's error by Ameritech. The appellate court modifies the judgment to $4,637.85 while affirming the rest of the trial court's decision.