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Willoughby Supply Company, Inc. v. Villhauer

Court of Appeals of Ohio, Eleventh District, Lake

May 30, 2018

WILLOUGHBY SUPPLY COMPANY, INC., Plaintiff-Appellant,
v.
RYAN E. VILLHAUER, et al., Defendant-Appellee.

          Civil Appeal from the Lake County Court of Common Pleas, Case No. 2016 CV 002202.

          Robert 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).

          James T. Dixon and David Sporar, Brouse McDowell LPA, 600 Superior Avenue, East, Suite 1600, Cleveland, OH 44114 (For Defendant-Appellee).

          OPINION

          CYNTHIA WESTCOTT RICE, J.

         {¶1} 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 and remand.

         {¶2} 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 complaint.

         {¶3} 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 Supply.

         {¶4} 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.

         {¶5} 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:

         {¶6} * * * THIS APPLICATION WILL NOT BE APPROVED IF PERSONAL GUARANTEE IS NOT SIGNED * * *

         {¶7} 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.)

         {¶8} 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.

         {¶9} 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.

         {¶10} 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.

         {¶11} 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, simply ...


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