[Cite as P & J Design Servs., Inc. v. Linton, 2014-Ohio-2848.]




                       IN THE COURT OF APPEALS OF OHIO
                           THIRD APPELLATE DISTRICT
                               AUGLAIZE COUNTY




P & J DESIGN SERVICES INC.,
                                                                 CASE NO. 2-13-30
   PLAINTIFF-APPELLEE,

  v.

LLOYD LINTON,                                                    OPINION

   DEFENDANT-APPELLANT.



                    Appeal from Auglaize County Municipal Court
                           Trial Court No. 2013 CVI 00049

                                      Judgment Affirmed

                              Date of Decision: June 30, 2014



APPEARANCES:

        Lloyd Linton, Appellant.
Case No. 2-13-30




WILLAMOWSKI, P.J.

       {¶1} Defendant-appellant Lloyd Linton (“Linton”) brings this appeal from

the judgment of the Auglaize County Municipal Court awarding damages against

him to Plaintiff P & J Design Services Inc. (“P & J”), in an amount of $2,430.00,

plus interest and costs. For the reasons that follow, we affirm the trial court’s

judgment.

       {¶2} On October 11, 2013, P & J filed a complaint in Auglaize County

Municipal Court alleging that Linton owes them a sum of $3,000 plus interest for

“[p]ayment for work commissioned to design a tire wire compactor.” (R. at 5/6,

Compl.) Copies of invoices for fifty-four hours of work performed, patent search

fee, and preparing patent search documents were attached to the complaint. (Id.)

Linton did not file an answer and the matter proceeded to bench trial.

       {¶3} On November 8, 2013, the parties came to be heard before the trial

court and presented their statements of fact. P & J’s representative, Mr. Harris

testified that he was contacted by Linton on April 13, 2013. At that point, Linton

requested that P&J help him “concept design and engineer a tire wire compaction

unit.” (Trial to Court Tr. at 1, Nov. 8, 2013.) According to Mr. Harris, Linton

explained that he was going to be seeking a patent for the design. (Id.) The

parties agreed to a charge of $45.00 an hour and Mr. Harris “guestimated it was

going to be about a 80 hour project.” (Id. at 4.) An Agreement dated April 23,


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2013, was submitted to the trial court, stating that the parties contracted for P & J

Resource Development Services to provide “concept, design & detail one press

per sketch.” (See Agreement.) The contract further stated that “all work product

shall remain the property of the Contractor [P & J] until paid by the Client

[Linton].” (Id.)

       {¶4} P & J performed the design work, including changes made by Linton,

which required additional work. (Trial to Court Tr. at 2-3.) Upon completion of

the project, Linton obtained the drawings and discontinued any further contact

with P & J, failing to respond to any attempts of communication by P & J or to

pay for the work performed. (Id. at 3-4.) Following their unsuccessful attempts to

collect money from Linton, P & J sent a letter to OmniSource, a company that was

to “possibly” purchase the device from Linton, advising them of the situation and

of their claim to the design as their intellectual property. (See Letter dated June 8,

2013.) Due to the nature of the contract and Linton’s failure to pay, P & J claimed

to own the design; therefore, they attempted to market it. (Trial to Court Tr. at 3.)

That is when they discovered that the product for which they drew the design

already existed and was patented. (Id.)

       {¶5} In addition to the copy of the agreement, P & J submitted to the trial

court an Internet printout entitled “Lloyd Lintons Scam,” which contained

negative opinions about Linton and his business dealings. (Id. at 8; see also

attachments to Trial to Court Tr.) Linton explained that those were rumors, which

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resulted from a misunderstanding about a project he had been developing. (Trial

to Court Tr. at 8, 11-12.) P & J also submitted a document representing a “patent

search showing that the device and its patentability was highly suspect and it was a

copy.” (Id. at 10.)

       {¶6} Linton testified, admitting the existence of a contract between himself

and P & J. (Id. at 5.) He claimed that he did not request a design from P & J;

rather, he needed a picture for a design for which he already had a patent pending.

(Id.) Linton claimed that he had an already existing machine and he was just

trying to get a picture of the design of the machine in order to “submit it to [his]

patent guy.” (Id. at 4-6.) He claimed that it was P & J’s misunderstanding that

they were asked to prepare an actual design rather than just the picture. (See, e.g.,

id. at 10.) Likewise, he did not request a patent search. Linton referred to a

noncompete agreement with another company, OmniSource, which was going to

be “backing” his machine, arguing that it proved that he already had the design

and thus, did not need the actual design from P & J. (Id. at 7, 9-11.)

       {¶7} Linton claimed that he had requested a limit of $200 on the contract

and that the limit was “put two different times” in the contract “because they told

[him] that would be more than enough for just a picture.” (Id. at 5.) He admitted

that he had requested changes to the project but the changes were to conform the

picture to the machine that he already had because he “just wanted a copy of the

machine already existing.” (Id. at 4-5.)

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         {¶8} Based on the above facts and evidence, on November 15, 2013, the

trial court issued its Journal Entry. The trial court stated that it had reviewed

copies of the contract executed between the parties, finding that “[o]nly the

defendant’s copy shows a handwritten notation as to the $200 limitation” and that

there is no explanation for the discrepancy in the two documents. (R. at 12, J.

Entry.) The trial court further noted that the handwritten notation “is not initialed

by the parties which is often customary for such an addition.” (Id.) Finally, the

trial court focused on the language of the contract calling for “concept, design and

detail one press sketch,” which “would seem to involve much more than the

simple drawing referred to by the defendant.” (Id.) The trial court thus awarded

damages to P & J in the amount of $2,430.00, to compensate for the work

performed on the design.      The trial court refused to compensate P & J for

additional costs of the patent search and additional work that was not part of the

contract. Linton now appeals the trial court’s judgment, raising one assignment of

error.

                           ASSIGNMENT OF ERROR

         In regard to the journal entry from Auglaize County Municipal
         Court, the Judge over looked [sic] the brief [sic] of contract of
         when Jim (P&J) talked to Omnisource. The machine was
         already built with drawings long before Jim (P&J) ever signed
         the contract with Lloyd Linton. In addition, a contract was
         signed with Omnisource and Lloyd Linton to do work with the
         machine that was already built long before Jim (P&J) copy [sic]
         the drawing for Lloyd Linton. Jim (P&J) admitted in court that


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Case No. 2-13-30


        he did extra work on his own and for the safety of the machine.
        In the court, Jim (P&J) did not deny the $200.00 limit.

        {¶9} In his “Law and Argument” section Linton argues that “[w]ith all of

the evidence that was presented to the court and was not considered in the final

decision, it is felt that the ruling is not in accordance with the facts presented.”

(App’t Br. at 3.) In particular, Linton claims that the agreement between him and

P & J was for pictures rather than designs and that it had a limit of $200.00 on the

purchase price. For these reasons, Linton claims that the amount of fees charged

by P & J and the amount of damages awarded by the trial court were not justified.

        {¶10} Linton also alludes to an alleged breach of contract by P & J, which

was to have occurred when P & J contacted OmniSource. This, he argues, was in

violation of the contract’s term requiring that “All information furnished by either

party, one to the other, shall be confidential and shall not be disclosed or divulged

to anyone outside the contracting parties.” (App’t Br. at 2.)                   Nevertheless, Linton

did not bring a counterclaim against P & J for breach of contract. Neither did he

allege that the breach of contract was a defense to his obligation to pay P & J.1

Therefore, because the alleged breach of contract was not properly asserted in the

trial court, we cannot address it here. See State v. Peagler, 76 Ohio St.3d 496,


1
  We note that during the trial Linton stated that P & J “contacted the people I am doing work with, which
by violates our contract. And saying he owns stuff and did stuff which he shouldn’t have done.” (Trial to
Court Tr. at 6:1-3.) Linton later commented when referring to emails contained on his phone, “It shows he
did contact them and plus when he sent this E-mail. Which he should have never had contacted them to
begin with, because it was between us.” (Id. at 7.) These isolated comments do not amount to a
counterclaim. Furthermore, Linton did not state in the trial court that these alleged contacts by P & J were
the reason why he should not be required to pay P & J for their work.

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Case No. 2-13-30


501, 668 N.E.2d 489 (1996) (“A court of appeals cannot consider the issue for the

first time without the trial court having had an opportunity to address the issue.”).

       {¶11} Linton’s arguments that are properly before us can be summarized as

challenging the trial court’s interpretation of the contract and the amount of

damages as being against the manifest weight of the evidence.              Two legal

principles are important in resolving the issues. First is the rule that when the

language of a contract is clear and unambiguous, and not subject to multiple

interpretations, the court will not consider extrinsic evidence, i.e., evidence outside

the four corners of the document, to re-interpret the contract’s terms. Shifrin v.

Forest City Enterprises, Inc., 64 Ohio St.3d 635, 597 N.E.2d 499 (1992), syllabus.

       Generally, courts presume that the intent of the parties to a contract
       resides in the language they chose to employ in the agreement. Only
       when the language of a contract is unclear or ambiguous, or when
       the circumstances surrounding the agreement invest the language of
       the contract with a special meaning will extrinsic evidence be
       considered in an effort to give effect to the parties’ intentions. When
       the terms in a contract are unambiguous, courts will not in effect
       create a new contract by finding an intent not expressed in the clear
       language employed by the parties.

Id. at 638, citing Aultman Hosp. Assn. v. Community Mut. Ins. Co., 46 Ohio St.3d

51, 544 N.E.2d 920 (1989) syllabus, Kelly v. Med. Life Ins. Co., 31 Ohio St.3d

130, 130, 132, 509 N.E.2d 411 (1987), and Alexander v. Buckeye Pipe Line Co.,

53 Ohio St.2d 241, 246, 374 N.E.2d 146 (1978).

       {¶12} The second principle upon which we rely here concerns the standard

of review for an argument challenging the trial court’s decision as being against

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the manifest weight of the evidence. The “ ‘manifest weight of the evidence’

refers to a greater amount of credible evidence and relates to persuasion.” Eastley

v. Volkman, 132 Ohio St.3d 328, 2012-Ohio-2179, 972 N.E.2d 517, ¶ 19. Under

this standard, the reviewing court “does not reweigh the evidence” but it applies

the presumption that the findings of the trier of fact are correct. Southeast Land

Dev., Ltd. v. Primrose Mgt. L.L.C., 193 Ohio App.3d 465, 2011-Ohio-2341, 952

N.E.2d 563, ¶ 7 (3d Dist.); Drummer v. Drummer, 3d Dist. Putnam No. 12-11-10,

2012-Ohio-3064, ¶ 7. Therefore, “[m]ere disagreement over the credibility of

witnesses or evidence is not sufficient reason to reverse a judgment.” Drummer,

2012-Ohio-3064, at ¶ 7; citing State v. Wilson, 113 Ohio St.3d 382, 865 N.E.2d

1264, 2007-Ohio-2202, ¶ 40. “Judgments supported by some competent, credible

evidence going to all the essential elements of the case will not be reversed by a

reviewing court as being against the manifest weight of the evidence.” C.E.

Morris Co. v. Foley Const. Co., 54 Ohio St.2d 279, 376 N.E.2d 578 (1978),

syllabus.

       {¶13} With these concepts in mind we proceed to address Linton’s

arguments. The language of the contract states that Linton requested from P & J

“the following services: concept, design & detail one press per sketch.” (See

Agreement.) This language clearly and unambiguously requests “design,” rather

than a picture or a drawing—as Linton alleges. The additional words requesting

“concept” and “detail” further support the trial court’s finding that the contract

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between the parties involved “much more than the simple drawing referred to by

the defendant.” (R. at 12, J. Entry.) Therefore, Linton’s statements that he did not

need P & J to prepare a design for a machine that already existed and that he

already had an agreement with another company concerning the machine are

irrelevant to the interpretation of the clear meaning of the contract. Regardless of

whether Linton needed a new design from P & J, he contracted with P & J for

“concept, design & detail.” (See Agreement.) Since P & J performed the work

requested, Linton is required to pay.

       {¶14} The next issue is the trial court’s determination of the amount of

damages. Linton contends that the words “limit of $200.00,” handwritten on his

copy of the Agreement were not given proper weight by the trial court. He further

suggests that P & J’s failure to deny the $200.00 limitation at trial court proves

that such limitation existed. We review the trial court’s factual determinations

under an abuse of discretion standard. See In re Guardianship of Rudy, 65 Ohio

St.3d 394, 396, 604 N.E.2d 736 (1992); Motycka v. Motycka, 3d Dist. Van Wert

No. 15-01-02, 2001 WL 688886, *2. This standard requires that the trial court’s

reasoning not be disturbed unless it was “unreasonable, arbitrary or

unconscionable,” because the trial judge is best equipped to determine and weigh

the credibility of the proffered testimony. Davis v. Flickinger, 77 Ohio St. 3d 415,

416, 418, 674 N.E.2d 1159 (1997); Blakemore v. Blakemore, 5 Ohio St. 3d 217,

219, 450 N.E.2d 1140 (1983). We do not find that the trial court’s decision to

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afford weight to P & J’s version of the contract, which was signed by both parties,

rather than Linton’s version of the contract with the handwritten notation, which

was not initialed by the parties, was unreasonable, arbitrary, or unconscionable.

We therefore find that the trial court’s findings of fact regarding the $200.00

limitation are correct and are not against the manifest weight of the evidence.

       {¶15} For the foregoing reasons, we conclude that the trial court’s

interpretation of the contract and the amount of damages was not against the

manifest weight of the evidence. Linton’s assignment of error is thus overruled.

                                    Conclusion

       {¶16} Having reviewed the arguments, the briefs, and the record in this

case, we find no error prejudicial to Appellant in the particulars assigned and

argued.     The judgment of the Auglaize County Municipal Court is thereby

affirmed.

                                                                Judgment Affirmed



ROGERS and SHAW, J.J., concur.

/hlo




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