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Summary judgment is proper where there is no genuine issue of material fact, the moving party is entitled to judgment as a matter of law, and reasonable minds can reach but one conclusion when viewing the evidence in favor of the non-moving party, and the conclusion is adverse to the non-moving party. On the other, a judgment notwithstanding the verdict (JNOV) is proper if upon viewing the evidence in a light most favorable to the nonmoving party and presuming any doubt to favor the nonmoving party, reasonable minds could come to but one conclusion, that being in favor of the moving party. Such a decision does not determine factual issues, but only questions of law, even though it is necessary to review and consider the evidence in deciding the motion. Neither the weight of the evidence nor the credibility of the witnesses is for the court's determination in ruling upon JNOV.
This case stemmed from a dispute concerning the rights to remove chicken manure from egg-laying facilities. After initially filing a complaint, plaintiff H & C AG Services LLC, d.b.a. LandTech Co., and with leave of court, filed its first amended complaint. In its first amended complaint, plaintiff asserted a total of ten counts. Four counts were against both defendants Ohio Fresh Eggs LLC and Trillium Farm Holdings LLC. Count one of breach of a written contract (the Agreement), count three of breach of a contract for manure brokering, count four of breach of a Manure Implied-in-Fact Contract; and count five of promissory estoppel. Against defendant Trillium Farm Holdings LLC, plaintiff asserted five counts; count two of breach of 2011 Implied in Fact Contract, count six of tortious interference with contractual relations, count seven of tortious interference with business relations, count eight of negligent misrepresentation, and count nine of fraud. Against plaintiff Ohio Fresh Eggs LLC, plaintiff asserted count ten of respondent superior. The trial court denied plaintiff’s ex parte motion for a temporary restraining order, but it held a hearing concerning plaintiff’s request for a preliminary injunction but was likewise denied. Each defendants filed a motion for summary judgment on all of the counts against plaintiff’s first amended complaint. Plaintiff thereafter filed a notice of voluntary dismissal of counts two through ten of its first amended complaint leaving only count one which was for the breach of Agreement. The trial court filed a judgment entry on the jury's verdict granting judgment in favor of plaintiff and against defendants. The defendants filed a motion for judgment notwithstanding the verdict but the trial court denied said motion. Defendants filed an appeal and raised an assignment of error. In the first assignment or error, defendant argued that the Agreement was unenforceable because it lacked a quantity term and was not a requirements contract, hence, the trial court erred by denying its motion for summary judgment and its motion for judgment notwithstanding the verdict.
Did the trial court err in denying defendants’ motions for summary judgment and motion for judgment notwithstanding the verdict?
The court reversed the judgment and held that a contract for the removal of chicken manure was a contract for the sale of goods, despite references to manure brokering services, because the manure was movable at the time of identification to the contract for sale, R.C. 1302.01(A)(8). However, the court held that the contract was not enforceable because the contract unambiguously lacked an essential quantity term, R.C. 1302.04. Further, the contract was not a requirements nor output contract, R.C. 1302.19(A), because the agreement lacked the exclusivity of a requirements contract, and the quantity term was not to be supplied by the good-faith output of the seller or the good-faith requirements of the buyer. Also, the mutually agreeable to both parties’ clause in the agreement allowed each party to determine the nature and extent of its performance, leaving the agreement without an enforceable quantity term. Accordingly, the court reversed and the matter was remanded.