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Lila Marcus v. Arthur Seidner

October 31, 2011

LILA MARCUS,
PLAINTIFF-APPELLANT,
v.
ARTHUR SEIDNER, DEFENDANT-APPELLEE.



CIVIL APPEAL FROM CLERMONT COUNTY COURT OF COMMON PLEAS Case No. 2009CVH1523

The opinion of the court was delivered by: Hendrickson, J.

Cite as Marcus v. Seidner,

OPINION

{¶1} Plaintiff-appellant, Lila Marcus, appeals from a judgment of the Clermont County Court of Common Pleas denying her complaint against defendant-appellee, Arthur Seidner, in which she sought reformation of the deed, mortgage and land installment contract to a farm she had conveyed to Seidner, allegedly, as a result of his fraudulent conduct. We conclude that there was some competent, credible evidence to support the trial court's decision to reject Marcus' claims against Seidner, and therefore we affirm the trial court's judgment.

{¶2} In 2004, Marcus was undergoing bankruptcy. On December 31 Seidner loaned Marcus $125,000 so she could retain her 30-acre farm located at State Route 131 in Clermont County, Ohio. The loan was secured by a promissory note and mortgage on the farm, and the note was to be repaid in full by August 31, 2005. The bankruptcy court approved the transaction between Marcus and Seidner, and terminated Marcus' bankruptcy. During this time, Marcus and Seidner became romantically involved. The parties would later dispute when their relationship ended, with Seidner claiming that it ended several months after it began and well before the parties had any subsequent financial dealings with one another, but with Marcus insisting that the parties had a close personal relationship during the entire period of the transactions in question.

{¶3} On September 6, 2005, the parties executed a Loan Modification Agreement that extended the maturity date on the parties' promissory note and mortgage to August 31, 2006 and that rolled in $10,000 of accrued interest to the total loan amount, raising it to $135,000. On October 6, 2006, the parties cancelled their promissory note and loan, and Marcus conveyed to Seidner the deed to her 30-acre farm and a nearby eight-acre parcel that Marcus had purchased with a $37,000 loan from Seidner. At the same time, the parties executed a "Land Installment Contract" (LIC) for the balance due on the mortgage, including the accrued interest, and several other amounts that Marcus owed Seidner, including the $37,000 loan for the eight-acre parcel. The LIC's purchase price was for $207,360.16 and had a maturity date of July 30, 2007.

{¶4} The LIC's maturity date was extended multiple times in 2007 and 2008. On July 6, 2008, the parties signed an agreement extending the maturity date to December 30, 2008. The agreement also stated that both parties acknowledged that the balance due on the LIC was $284,343.46. Marcus did not make any payments on the LIC until July 14, 2008, at which time she made a $3,000 payment for that month. She then made another $3,000 payment for August, and then a $3,775 payment for each of the months of September, October, and November. However, shortly before the LIC's December 30, 2008 maturity date, Marcus again filed for bankruptcy.

{¶5} In 2009, Marcus filed a complaint against Seidner in the Clermont County Court of Common Pleas, raising several claims against him, including breach of fiduciary duty and fraud. Marcus requested the trial court to reform the deed, mortgage and land installment contract to the farm she had transferred to Seidner; to order Seidner to return possession of the farm to her; and to quiet title to the farm in her favor. Seidner filed an answer and counterclaim to Marcus' complaint, requesting that the trial court quiet title to the farm in his favor. In 2010, the trial court, after holding a bench trial on the matter, granted judgment against Marcus and in favor of Seidner on the parties' claims.

{¶6} Marcus now appeals, assigning the following as error:

{¶7} Assignment of Error No. 1:

{¶8} "THE TRIAL COURT ERRED AS A MATTER OF FACT AND LAW WHEN IT DENIED THAT PART OF PLAINTIFF'S COMPLAINT ASKING THE COURT TO REFORM THE DEED, MORTGAGE AND LAND INSTALLMENT CONTRACT AND RETURN POSSESSION OF THE PROPERTY TO THE PLAINTIFF."

{¶9} Marcus argues the trial court erred when it denied her requests to reform the deed, mortgage and land installment contract on the farm and to order Seidner to return possession of the farm to her, because the evidence showed that Seidner defrauded her by having her transfer the deed to the farm to him and by "push[ing] her into signing a land installment contract." We disagree with this argument.

{¶10} "Although separate standards of review apply in criminal cases, the standards for sufficiency and manifest weight have essentially merged in civil cases. Wolfe v. Walsh, Montgomery App. No. 21653, 2008-Ohio-185, ¶18. As a result, appellate courts may conduct a 'civil' manifest-weight analysis, in which the court reviews the trial court's rationale and the evidence the trial court has cited in support of its decision.' Id., quoting Gevedon v. Ivey, 172 Ohio App.3d 567, * * * 2007-Ohio-2970 at ¶60. The appropriate standard of review is whether competent, credible evidence exists to support the trial court's decision, and an appellate court must presume that the findings of the trier of fact are correct. Id.; State v. Wilson, 113 Ohio St.3d 382, * * * 2007-Ohio-2202, ¶24. This presumption arises because the trial court had an opportunity 'to view the witnesses and observe their demeanor, gestures and voice inflections, and use these observations in weighing the credibility of the proffered testimony.' Wilson at ¶24, quoting Seasons Coal Co., Inc. v. Cleveland (1984), 10 Ohio St.3d 77, 80[.]" Chivukula v. Williams, Butler App. No. CA2009-Ohio-07-187, 2010- Ohio-1634, ¶8.

{¶11} "A claim for common-law fraud requires proof of the following elements: (1) a representation or, where there is a duty to disclose, concealment of a fact, (2) which is material to the transaction at hand, (3) made falsely, with knowledge of its falsity, or with such utter disregard and recklessness as to whether it is true or false that knowledge may be inferred, (4) with the intent of misleading another into relying upon it, (5) justifiable reliance upon the representation or concealment, and (6) a resulting injury proximately caused by the reliance." (Citations omitted.) Sutton Funding, L.L.C. v. Herres, 188 Ohio App. 3d 686, 697, 2010 -Ohio- 3645, ¶49. See, also, Williams v. Aetna Fin. Co., 83 Ohio St.3d 464, 475, 1998- Ohio-196.

{¶12} In support of her fraud claim, Marcus contends that Seidner knew she was in "dire financial circumstances" and "was struggling with serious health issues at the time," and that he used their romantic relationship "as an opportunity to manipulate her into making terrible financial decisions[,]" including transferring the deed to her farm to him and having her sign the LIC. She points out that while she was represented by counsel only at the time of the parties' original loan negotiations in 2004, she was not represented by counsel thereafter. She asserts that she trusted Seidner and believed they were going to marry, and that she "really had no idea what she was signing" when she executed the deed and the LIC. However, there was ample evidence presented to support the trial court's determination that Marcus failed to establish her fraud claim.

{¶13} The evidence showed that Marcus is college-educated and has substantial experience in the business world, having owned a company that published a city guide, and that she was living off the proceeds from that publication at the time of trial. The parties disputed the length and seriousness of their personal relationship, with Seidner testifying that their relationship lasted for only a few months after their initial loan and ended well before they had any further financial dealings, while Marcus insisted that their relationship lasted throughout the time of the transactions at issue. However, it is apparent that the trial court believed Seidner's version of events more than Marcus', and the trial court's decision to do so is supported by the fact that Marcus acknowledged that she and Seidner never exchanged keys to each other's residences. The trial court was in the best position to determine whether Marcus or Seidner was more credible on this issue, as well as the other issues in the case, including the credibility of Marcus' claim that she was sick at the time of her dealings with Seidner. See Chivukula, 2010-Ohio-1634 at ¶8.

{¶14} Marcus also alleges that Seidner manipulated her into signing the LIC so that he would have "an easier time of taking away the farm from her" than he would have had if the parties had simply extended the maturity date on the mortgage for another year as they had done on previous occasions. Marcus explains that by replacing his mortgage on the farm with the LIC, Seidner effectively "cut off [her] right to redemption" since the foreclosure process on mortgages "provides significantly more time and other due process rights than does Land Installment Contract forfeiture." She also denounces Seidner's behavior as "unbelievable [sic] sleazy." However, Marcus has failed to cite any authority or offer any persuasive explanation as to how Seidner defrauded her by insisting that she convey the deed to the farm to him and sign the LIC. It is apparent that Marcus was having financial difficulties because she was living beyond her means, and that Seidner was merely protecting his interests in securing the debt Marcus owed to him by having her convey the deed to the farm to him and sign the LIC.

{¶15} Marcus also argues that she did not know what she was signing when she executed the deed and the LIC. However, this argument is unavailing, as it is a "long-held principle that parties to contracts are presumed to have read and understood them and that a signatory is bound by a contract that he or she willingly signed." Preferred Capital, Inc. v. Power Engineering Group, Inc., 112 Ohio St. 3d 429, 432, 2007-Ohio-257, ¶10. As previously noted, Marcus is college-educated and has ample business experience, and she was free to ...


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