LAMBERT'S POP A TOP, LLC., ET AL. Plaintiffs-Appellants
MARK A. MILLS, ET AL. Defendants-Appellees
from the Stark County Court of Common Pleas, Case No.
Plaintiffs-Appellants: JUSTIN C. MILLER
Defendants-Appellees: MICHAEL S. GRUBER JASON N. BING TODD B.
Patricia A. Delaney, P.J. Hon. W. Scott Gwin, J. Hon. William
B. Hoffman, J.
Plaintiffs-Appellants Lambert's Pop A Top, LLC and Tammy
Lambert appeal the May 10, 2017 judgment entry of the Stark
County Court of Common Pleas.
Preliminarily, we note this case is before this court on the
accelerated calendar which is governed by App.R. 11.1. App.R.
11.1(E) provides in pertinent part: "The appeal will be
determined as provided by App.R. 11.1. It shall be sufficient
compliance with App.R. 12(A) for the statement of the reason
for the court's decision as to each error to be in brief
and conclusionary form."
One of the important purposes of the accelerated calendar is
to enable an appellate court to render a brief and conclusory
decision more quickly than in a case on the regular calendar
where the briefs, facts, and legal issues are more
complicated. Crawford v. Eastland Shopping Mall
Assn., 11 Ohio App.3d 158, 463 N.E.2d 655 (10th
This appeal shall be considered in accordance with the
AND PROCEDURAL HISTORY
On October 14 and 15, 2015, Plaintiffs-Appellants
Lambert's Pop a Top, LLC and Tammy Lambert
("Lambert") entered into written agreements to
purchase a business known as Mills Tavern and lease the
building where the business was located at 105 Nassau Street
East from Defendants-Appellees Mark A. Mills and Frances
Mills. The parties were assisted in the drafting of the
written agreements by a real estate agent and the
parties' respective attorneys. Lambert has been a tax
preparer for 20 years, which required continuing education.
She had never before worked in the bar or restaurant industry
as an owner/operator.
Business Purchase and Liquor Permit
The real estate agreement stated Lambert would purchase the
business for $25, 000. Included in the business purchase
agreement was the business inventory and the liquor permit.
"Inventory" was not defined in the purchase
At the time Lambert entered into the real estate agreement
for the business, all parties were aware the liquor permit
for the business was held by Defendants-Appellees Mike Kirby
and Wanda Kirby. The parties also knew there was an issue
with the liquor permit due to a liquor code violation. Kirby
and Mills needed to resolve the issue through the Attorney
General's office before the liquor permit could be
transferred. Because of the issue with the liquor permit and
the potential delay in transferring the liquor permit,
Lambert negotiated for $10, 000 of the business purchase
amount be placed in escrow. The real estate agreement stated
the "$10, 000 to be put in escrow until liquor license
transfer is complete." The terms of the real estate
agreement did not state a date for the transfer of the liquor
Lambert and Kirby entered into a management agreement in
order for Lambert to continuously operate the bar until the
liquor permit was transferred. Mills was not the holder of
the liquor permit but it was understood he would facilitate
the transfer of the liquor permit to Lambert. The business