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Contractual Words Matter – Ohio Appellate Court Upholds Dismissal of “Breach of Contract” Claim against School District


The case of Struckman v. Teays Valley Local School Dist. Bd. of Edn., 2017-Ohio-1177, demonstrates the critical importance of contract language in transactions involving public entities.

The case involves a real estate purchase by a school district of “approximately 70 acres of real estate” from a local farmer. Struckman at ¶ 6. The purchase agreement explicitly provided that the farmer “would retain his right to farm the property” until the school district began construction or otherwise needed to occupy the property.

“On July 21, 2015, [* * *] the superintendent [* * *] wrote a letter to [the farmer] to confirm the school district’s intent to begin occupying the property [to construct a small site for the district’s agricultural organization] and that [his] farming rights would terminate at the conclusion of the 2015 farming season.” Struckman at ¶ 7.

The seller brought suit “contend[ing] that he agreed to sell the property to [the school district] below market value based on the material representations that the property would be used” solely to build a new school – not for an extracurricular organization. Whether the school district made material representations regarding the use of the property or the farmer simply suffered from sellers remorse, the Ohio appellate court upheld the dismissal of the lawsuit because “[n]owhere in the purchase contract does [the school district] promise to build a school on the property or agree that they may only terminate [the] farming rights in order to begin construction for a new school.” Struckman at ¶ 25.

This case serves as a powerful reminder that contract language is vitally important. If a seller wants a provision in a contract (e.g., a promise to use a real estate purchase solely for building a new school building), the seller needs to clearly put that provision in the agreement. Please do not hesitate to contact a McGown & Markling attorney for assistance in drafting contract language for any contract – big and small.

To read this case, please click here

Authors: Matthew John Markling and Patrick Vrobel

Note: This blog entry does not constitute – nor does it contain – legal advice. Legal jurisprudence is like the always changing Midwestern weather. As a result, this single blog entry cannot substitute for consultation with a McGown & Markling attorney. If legal advice is needed with respect to a specific factual situation, please feel free to contact a McGown & Markling attorney.

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