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Contemporary Villages, Inc. v. Hedge

June 20, 2006

CONTEMPORARY VILLAGES, INC., PLAINTIFF,
v.
THOMAS HEDGE, DEFENDANT.



The opinion of the court was delivered by: Judge Gregory L. Frost

Magistrate Judge Norah McCann King

OPINION AND ORDER

This diversity action is before the Court for consideration of Defendant's motion for summary judgment (Doc. # 34), Plaintiff's memorandum in opposition (Doc. # 42), and Defendant's reply (Doc. # 43). For the reasons that follow, the Court finds the motion well taken.

I. Background

Tollgate Enterprise GP ("Tollgate") is an Ohio General Partnership formed in June 1995. The partnership consists of Rita Remley, who holds a 50% interest in the partnership, and her two stepdaughters, Nancy Windle and Linda Walters, each of whom hold 25% interests in the partnership. The purpose of the partnership is joint ownership of a farm located in Williamsburg, Ohio.

Plaintiff, Contemporary Villages, Incorporated ("Contemporary"), is a Kentucky corporation that contracted in July 2003 with Maysville Survey & Engineering Company ("Maysville") to secure land for a client that intended to build a subdivision. Contemporary's agent, Winston Morris, therefore contacted Paul Young, a Remax Realtor, concerning Tollgate's property; Young had been the real estate agent for this property since February 4, 2004.

Negotiations resulted in Contemporary submitting a January 2, 2004 offer of $1,375,000.00 for Tollgate's property. Tollgate rejected that offer and responded with a $1,450,000.00 counteroffer with fewer contingencies than those contained in the initial offer. Contemporary purportedly accepted the counteroffer and then, for reasons not clear on the face of the record, submitted a written contract with a $1,500,000.00 purchase price. Tollgate partners Windle and Winters signed this contract, but Tollgate's third partner, Remley, did not sign because she wanted her son--Defendant, Thomas Hedge--to review the offer.

Hedge allegedly found several problems with the offer. He determined that at the time Contemporary made its February 7, 2004 offer, the company had failed to file its incorporation papers. He also looked into Contemporary's finances, raising questions about its backing, and reviewed comparable values for the Tollgate property. He concluded that the property was worth considerably more than the offered purchase price, but did not convey this information to Windle and Walters. Remley ultimately declined to accept the offer on the asserted basis that she was concerned about a zoning contingency.

Hedge asserts that, purportedly acting at Remley's request, he then offered in May 2004 to purchase the shares of the property held by Windle and Walters for around $720,000.00. The sisters rejected the offer. Hedge points out that around this period of time Morris had loaned both sisters money that they used to satisfy various creditors. In any event, Remley declined to accept Contemporary's offers and the property went unsold.*fn1

On February 23, 2005, Contemporary filed its two-count Complaint against Hedge. (Doc. # 1.) Count One asserts a claim under Ohio law for tortious interference with a contract, while Count Two consists of a state law claim for tortious interference with a business relationship.

On March 8, 2005, Defendant moved to dismiss the Complaint for failure to state a claim upon which this Court can grant relief. (Doc. # 6.) The Court denied that motion in a May 24, 2005 Opinion and Order. (Doc. # 17.) Following discovery, Defendant then filed a motion for summary judgment. (Doc. # 34.) The parties have completed their briefing, and the summary judgment motion is now ripe for disposition.

II. Discussion

A. Standard Involved

Summary judgment is appropriate "if the pleadings, depositions, answers to interrogatories, and admissions on file, together with the affidavits, if any, show that there is no genuine issue as to any material fact and that the moving party is entitled to a judgment as a matter of law." Fed. R. Civ. P. 56(c). The Court must therefore grant a motion for summary judgment here if Contemporary, the nonmoving party who has the burden of proof at trial, fails to make a showing sufficient to establish the existence of an element that is essential to his case. See Muncie ...


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