Court of Appeals of Ohio, Eleventh District, Lake
Appeal from the Lake County Court of Common Pleas, Case No.
2016 CV 002202.
B. Weltman and Amanda R. Yurechko, Weltman, Weinberg &
Reis Co., L.P.A., 323 West Lakeside Avenue, Suite 200,
Cleveland, OH 44113 (For Plaintiff-Appellant).
T. Dixon and David Sporar, Brouse McDowell LPA, 600 Superior
Avenue, East, Suite 1600, Cleveland, OH 44114 (For
CYNTHIA WESTCOTT RICE, J.
Appellant, Willoughby Supply Company, Inc. ("Willoughby
Supply"), appeals the judgment of the Lake County Court
of Common Pleas granting the Civ.R. 12(B)(6) motion to
dismiss filed by appellee, Ryan E. Villhauer
("Villhauer"). At issue is whether the trial court
erred in dismissing appellant's claim on an account
against Villhauer. For the reasons that follow, we reverse
The statement of facts that follows is derived from the
complaint with its attachments filed by Willoughby Supply. On
or about August 8, 2014, "the Defendants, " meaning
Villhauer and his company Superior Structures of Ohio, L.L.C.
("Superior Structures"), "made application for
credit with [Willoughby Supply] by executing an Application
and Agreement, " a copy of which was attached to the
On page 2 of the Application and Agreement, Villhauer stated
he was the "Owner/President" of Superior
Structures. He also provided his personal information,
including his date of birth, driver's license number,
home address, cell phone number, bank information, and credit
accounts with other supply companies. He also stated he was
authorized to order and pick up material from Willoughby
On page 3 of the Application and Agreement, in the signature
section on the line for "firm name, " Villhauer
wrote "Superior Structures of Ohio." He also signed
his name on behalf of Superior Structures as its
"Owner/President" and dated it August 8, 2014.
Directly beneath the section that Villhauer signed on behalf
of Superior Structures, Page 3 also contains a section
providing for a personal guarantee. This section stated in
all capital letters and in a font size larger than other
terms on the page:
* * * THIS APPLICATION WILL NOT BE APPROVED IF PERSONAL
GUARANTEE IS NOT SIGNED * * *
IN CONSIDERATION OF THE EXTENSION OF CREDIT BY [WILLOUGHBY
SUPPLY] TO [SUPERIOR STRUCTURES], AND AS A SUBSTANTIAL
AND MATERIAL INDUCEMENT TO [WILLOUGHBY SUPPLY] TO GRANT
SUCH CREDIT, THE UNDERSIGNED INDIVIDUAL [VILLHAUER]
PERSONALLY GUARANTEES THE FULL AND PROMPT PAYMENT OF ALL
AMOUNTS PAYABLE TO [WILLOUGHBY SUPPLY] FOR GOODS PURCHASED BY
SAID ENTITY. (Emphasis in original.)
Directly beneath this language, Villhauer hand-wrote his name
by printing it on the "name" line and dated the
personal guarantee August 8, 2014. However, he left the line
for his signature blank.
The complaint alleged that Willoughby Supply granted credit
to Villhauer and Superior Structures, resulting in an unpaid
balance due and owing as of July 31, 2016, in the amount of
$28, 832. A copy of the statement of account, dated August
29, 2016, attached to the complaint, shows that Superior
Structures made multiple purchases of materials from
Willoughby Supply between July 2015 and July 2016.
The complaint alleged that Villhauer and Superior Structures
failed and refused to pay Willoughby Supply the balance due
and owing, which, as of December 21, 2016, including
interest, was $30, 865.
On December 29, 2016, Willoughby Supply filed its complaint
against Villhauer and Superior Structures. Instead of filing
an answer, on April 7, 2017, Villhauer filed a motion to
dismiss, arguing that he could not be held liable because he
did not sign the personal guarantee. Willoughby Supply filed
a brief in opposition. The trial court granted the motion,