The opinion of the court was delivered by: Judge Patricia A. Gaughan
Memorandum of Opinion and Order
This contract dispute is before the Court upon Defendant's Motion for Summary Judgment (Doc. 16). For the reasons stated below, the motion is denied.
Only the following background facts have been provided to the Court in connection with the pending motion. Defendant MetroHealth System (MetroHealth) is a county hospital organized and operated under Chapter 339 of the Ohio Revised Code. On May 26, 2010, MetroHealth's Board of Trustees adopted Resolution 16015, which provides:
WHEREAS, the Board of Trustees of The MetroHealth System has been presented a recommendation for the retention of experienced intangible and personal property brokers through competitive bidding or a statutory equivalent; and WHEREAS, the Board's Finance Committee has reviewed this recommendation and now recommends its approval.
NOW, THEREFORE BE IT RESOLVED, The Board of Trustees of the MetroHealth System hereby approves the retention of experienced intangible and personal property brokers through competitive bidding or a statutory equivalent, for confidential solicitation of purchase proposals for certain surplus intangible and other personal property of the System. The retained broker may use any commercially reasonable and confidential method to solicit purchase proposals. Any final sale will be subject to the approval of the System. All brokerage fees and expenses are to be paid out of either the proceeds of any final sale or general operating funds.
BE IT FURTHER RESOLVED, The Chief Executive Officer and President or designee are hereby authorized to negotiate and execute agreements and other documents consistent with this resolution. (Def. Mot., Ex. A.)
Pursuant to Resolution 16015, on or about July 13, 2010, MetroHealth entered into a Sales Management Agreement with Plaintiff Atlantis 2000 Group, Inc. (Atlantis) for the promotion and sale of a Eurocopter EC145 Helicopter owned by MetroHealth. The Sales Management Agreement provides in relevant part:
Atlantis agrees to undertake a professional promotional effort directed toward the sale of MetroHealth's Helicopter. Atlantis's marketing and sales specialists will provide exposure through circulation of information and details regarding the Helicopter to its international network of contacts, directly to owners and operators of TRADE-UP aircraft, or helicopters and other advertising methods as Atlantis deems desirable. Atlantis shall pay the costs of all such marketing and advertising activities. In consideration of the above undertaking by Atlantis, MetroHealth agrees that Atlantis shall have the exclusive right to manage the sale, trade and/or lease of the Helicopter for a period of up to 6 (six) months.
MetroHealth agrees to Atlantis initially listing the aircraft for sale at an asking price of US $6,500,000 (six million five hundred thousand dollars).
MetroHealth agrees that if it receives this price or, in the event it later authorizes a sale at less than that amount authorized above, Atlantis shall receive a commission of $150,000.00 (one hundred fifty thousand dollars) in cash from the closing escrow funds.
The Sales Management Agreement was executed on behalf of MetroHealth by its Chief Financial Officer Sharon Daugherty, and on behalf of Atlantis by Atlantis's President Steve Varsano.
Atlantis alleges that it complied in good faith with its obligations under the Sales Management Agreement and that "an offer of $6,000,000 (six million dollars) for the purchase of the aforedescribed Helicopter was obtained." (Complt., ¶ 7.)*fn1
Atlantis contends MetroHealth "authorized" the sale of the helicopter for $6 million and breached the Sales Management Agreement by failing and/or refusing to pay Atlantis a commission as called for in the Sales Management Agreement. (Complt., ¶ 8). Atlantis seeks damages from MetroHealth for this alleged breach. In addition, Atlantis alleges the following claims against MetroHealth "concurrently and/or in the alternative:" a claim against MetroHealth on the theories of quantum meruit and/or quantum valabant in that Atlantis "devoted substantial effort and incurred significant costs in furtherance of the promotion and sale of [MetroHealth's] helicopter (Complt., ¶ 9); a claim in equity against MetroHealth in that Atlantis "relied to its financial damage and detriment upon [MetroHealth's] promises and commitments with respect to the promotion and ...