APPEALS from the Franklin County Court of Common Pleas. (C.P.C. No. 12CV-04- 5503).
Stark & Knoll, and David P. Bertsch, for appellant.
Porter Wright Morris & Arthur, LLP, James D. Curphey and Anthony R. McClure, for appellee.
(¶ 1} Plaintiff-appellant, RotoSolutions, Inc. ("RotoSolutions"), brought an action for breach of contract against defendant-appellee, Crane Plastics Siding, LLC ("Crane"), in the Franklin County Court of Common Pleas. RotoSolutions appeals from a decision and judgment entry of the court denying RotoSolutions' Civ.R. 15(A) motion for leave to file an amended complaint, and a decision and judgment entry granting Crane's motion for judgment on the pleadings. For the reasons that follow, we reverse.
Alleged Facts and Procedural Posture
(¶ 2} The following facts and allegations are from the complaint and proposed amended complaint.
(¶ 3} RotoSolutions and Crane entered into an agreement in 2006 for RotoSolutions to manufacture and package Crane's patented faux-stone siding products for sale to Crane. The "Polymer Stone Toll Processing Agreement" provided that Crane would provide estimates at RotoSolutions' request, but that Crane was under no obligation to purchase product from RotoSolutions. The agreement contained a provision stating:
This Agreement may not be amended, modified, supplemented or superseded orally or by any credit application, purchase order, sales invoice, order acknowledgment or other document, except by an instrument in writing duly signed by both parties.
Agreement, at 14.
(¶ 4} In March 2007, Crane sent RotoSolutions a letter via email that provided as follows:
Re: Annual Commitment for Ovens 2 & 3
Per our conversation, Crane will buy 1, 500, 000 square feet of product per year for next three years from each of ...