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Victoria's Secret Stores, L.L.C. v. Cintas Corp. No. 2

Citation: 2021 Ohio 4327Docket: 21AP-97

Court: Ohio Court of Appeals; December 8, 2021; Ohio; State Appellate Court

Original Court Document: View Document

Narrative Opinion Summary

This case involves a breach of contract dispute between Victoria's Secret and Cintas Corporation regarding sprinkler system maintenance that resulted in flooding and damage at a Victoria's Secret store. The trial court denied Victoria's Secret's summary judgment motion, finding genuine issues of material fact about whether Cintas breached the contract by not performing work professionally. The court found Cintas, via its subcontractor, acted in accordance with the service contract terms and was not responsible for the mall's failure to drain the sprinkler system, which caused the flooding. Victoria's Secret appealed, arguing errors in the trial court's denial of its summary judgment motion and the final judgment favoring Cintas. The appellate court reviewed the contract interpretation and found the trial court's judgment supported by competent and credible evidence, affirming the decision. The court concluded that Victoria's Secret did not establish Cintas's breach, emphasizing that the contract required professional performance, not strict liability for damages. The appellate court upheld the trial court's findings, noting that the trial’s evidence outweighed summary judgment considerations, rendering Victoria's Secret's appeal moot.

Legal Issues Addressed

Appellate Review of Trial Court Decisions

Application: An appellate court will not reverse a trial court's judgment if there is competent and credible evidence to support the findings, affirming the trial court's judgment in favor of Cintas.

Reasoning: A civil judgment will not be reversed for being against the manifest weight of the evidence if there exists competent and credible evidence supporting the trial court's findings, which are afforded a presumption of correctness due to the trial judge's unique ability to assess witness credibility.

Breach of Contract: Elements and Burden of Proof

Application: To succeed in a breach of contract claim, the plaintiff must establish the existence of a contract, plaintiff's performance, defendant's breach, and damages suffered. The court found that Victoria's Secret failed to establish these elements.

Reasoning: To establish a breach of contract claim, a plaintiff must show: (1) the existence of a contract, (2) the plaintiff's performance, (3) the defendant's breach, and (4) damages suffered by the plaintiff.

Contract Interpretation and Evidentiary Standards

Application: Contract interpretation is a legal question reviewed de novo, focusing on the intent expressed within the contract language. The trial court found competent and credible evidence supporting Cintas's non-breach.

Reasoning: Contract interpretation is a legal question reviewed de novo, with the aim of discerning the parties' intent as expressed in the contract language.

Liability for Third-Party Actions

Application: Cintas was not held liable for the mall's failure to properly drain the sprinkler system, as the contract did not impose strict liability for such conditions.

Reasoning: Victoria's Secret is accused of misinterpreting the contract with Cintas by suggesting that damages alone would establish Cintas's liability, rather than a breach of the contract.

Summary Judgment in Breach of Contract Cases

Application: The court may deny summary judgment if there are genuine issues of material fact regarding a breach of contract claim.

Reasoning: The trial court partially granted Cintas' motion and denied Victoria's cross-motion, finding that a genuine issue of material fact existed regarding whether Cintas or its subcontractor breached the contract by not accurately identifying the necessary sprinkler valves and zones before commencing work.