[Cite as MJMT, Inc. v. Geier, 2012-Ohio-813.] 

Civil Appeal From: Hamilton County Court of Common Pleas 

 

Judgment Appealed From Is: Reversed and Cause Remanded 

Date of Judgment Entry on Appeal: March 2, 2012 

Robbins, Kelly, Patterson & Tucker, Richard O. Hamilton, Jr., Jarrod M. Mohler, 

and Joshua L. Vineyard, for Plaintiff-Appellant, 

Kircher Arnold & Dame, LLC, and Konrad Kircher, for Defendants-Appellees. 

Please note: This case has been removed from the accelerated calendar. 

IN THE COURT OF APPEALS 

FIRST APPELLATE DISTRICT OF OHIO 

HAMILTON COUNTY, OHIO 

MJMT, INC., 

 Plaintiff-Appellant, 

 vs. 

WILLIAM J. GEIER, JR., 

 and 

BLP & ASSOCIATES, LLC, 

 Defendants-Appellees, 

 and 

LAWRENCE M. HABER, 

 Defendant. 

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APPEAL NO. C-110378 

TRIAL NO. A-0902787 

O P I N I O N.
OHIO FIRST DISTRICT COURT OF APPEALS

2

HILDEBRANDT, Presiding Judge.

{¶1} Plaintiff-appellant MJMT, Inc., appeals the judgment of the 

Hamilton County Court of Common Pleas denying its motion to enforce a settlement 

agreement in a contract dispute with defendants-appellees William J. Geier, Jr., and 

BLP & Associates, LLC (“BLP”). 

The Parties’ Settlement Agreement and the Motion to Enforce 

{¶2} In March 2009, MJMT filed suit against Geier, BLP, and Lawrence 

M. Haber for an alleged breach of a guaranty arising from a commercial lease. In 

May 2010, the parties entered into a settlement agreement under which the 

defendants were to pay a total of $40,000. The agreement was structured to require 

the defendants to make initial payments totaling $28,000 and thereafter to make 

monthly payments of $1,000. The settlement agreement expressly stated that time 

was of the essence with respect to the payments. The agreement further required the 

defendants to effectuate the transfer of a liquor license to MJMT. 

{¶3} The settlement agreement also provided for MJMT’s remedies in 

the event of a default. The agreement stated, 

In the event Defendants default on a monthly payment, or otherwise 

fail to perform in accordance with the terms herein, then Plaintiff shall 

have the right to file a Motion for Judgment, supported by Affidavit as 

to amounts due, (which affidavit shall be conclusive to establish the 

amount in default), in Case No. A0902787 for a judgment in the 

amount of $45,000, plus interest at 11.5% per annum from March 1, 

2008, less payments received under this Agreement, plus costs of 

collection, including reasonable attorney fees. 
OHIO FIRST DISTRICT COURT OF APPEALS

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 The trial court retained jurisdiction over the settlement agreement, expressly finding 

that “the terms of the parties’ settlement are fair and reasonable.” 

{¶4} The defendants made the initial payments totaling $28,000 due 

under the settlement agreement and thereafter made monthly payments totaling 

$6,000. After no further payments were made, MJMT sought enforcement of the 

settlement agreement in a motion filed March 15, 2011. MJMT submitted an 

affidavit averring that it had suffered damages in the amount of $24,963.53. That 

figure represented the $45,000 in damages set forth in the settlement agreement 

plus interest from May 1, 2008, to the date of the motion for judgment, minus the 

$34,000 paid under the agreement. MJMT also submitted an affidavit stating that 

the total costs of collection, including attorney fees, were $25,788.08. 

{¶5} In response to MJMT’s motion to enforce the settlement, Geier 

argued that Haber was required to make the remainder of the monthly payments and 

that he had defaulted on the monthly payments without Geier’s knowledge. Geier 

further argued that he had fully complied with his obligations under the settlement 

agreement, including his assistance in effectuating the transfer of a liquor license to 

MJMT. Geier contended that MJMT had deliberately failed to notify him of Haber’s 

default so that it could collect the amount due under the default provision of the 

settlement agreement. Geier tendered $6,000 as the remainder of the balance due 

before the breach of the settlement agreement, but MJMT rejected the tender. 

{¶6} The trial court overruled MJMT’s motion to enforce the settlement 

agreement, stating that enforcement would be “unfair” because the agreement had 

been “satisfied in all respects within the required schedule, except for $6,000 that 

Defendant Geier thought was to be paid by Defendant Haber.” 
OHIO FIRST DISTRICT COURT OF APPEALS

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{¶7} In a single assignment of error, MJMT argues that the trial court 

erred in overruling its motion to enforce the settlement agreement. 

Settlements are Favored Under the Law 

{¶8} A trial court may not make a contract for the parties or force 

parties to settle a lawsuit. Cembex Care Solutions, LLC v. Gockerman, 1st Dist. No. 

C-050623, 2006-Ohio-3173, ¶ 7, citing Litsinger Sign Co., Inc. v. The American Sign 

Co., Inc., 11 Ohio St.2d 1, 14, 227 N.E.2d 609 (1967). But when the parties enter into 

a settlement agreement in the presence of the trial court, the agreement is a binding 

contract. Cembex at ¶ 7, citing Spercel v. Sterling Industries, Inc., 31 Ohio St.2d 36, 

285 N.E.2d 324 (1972), paragraph one of the syllabus. 

{¶9} Settlement agreements are favored under the law. State ex rel. 

Wright v. Wyendt, 50 Ohio St.2d 194, 197, 363 N.E.2d 1387 (1977). And where a 

contract has an express provision governing disputes, such a provision is to be 

applied; a court is not to rewrite the provision to achieve a more equitable result. See 

Dugan & Myers Constr. Co., Inc. v. Ohio Dept of Admin. Services, 113 Ohio St.3d 

226, 2007-Ohio-1687, 864 N.E.2d 68, ¶ 39. Because the dispute over the agreement 

in this case involves questions of law, we review the trial court’s judgment de novo. 

Cembex at ¶ 8. 

{¶10} In the case at bar, the trial court erred in refusing to enforce the 

settlement agreement. The agreement was set forth in unambiguous terms, and it 

was made in connection with a commercial lease among sophisticated parties. Geier 

and BLP have not demonstrated any fraud or other defect in the formation of the 

contract, and they have not shown that they were mistaken about any of the 

agreement’s terms. Moreover, when it accepted the agreement, the trial court itself 

deemed it to be “fair and reasonable.” 
OHIO FIRST DISTRICT COURT OF APPEALS

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The Appellees’ Defenses to Enforcement 

{¶11} In arguing that enforcement of the agreement would be 

inequitable, Geier and BLP first argue that Haber had been the party in default and 

that any breach of the agreement had been solely attributable to his dereliction. We 

find no merit in this argument. In the recitation at the beginning of the settlement 

agreement, Geier, Haber and BLP are jointly referred to as “Defendants.” And in the 

remainder of the agreement, the obligations to satisfy its terms rested upon the 

“Defendants” and not upon any individual party. Accordingly, the implication that 

Haber was the sole party in default is not supported by the unambiguous terms of the 

contract. 

{¶12} But Geier and BLP also make the related argument that MJMT had 

prevented compliance with the terms of the settlement by failing to give them notice 

that Haber had been delinquent in the payments. We also find no merit in this 

argument. As Geier and BLP concede, there was no provision in the contract 

requiring MJMT to give notice of default to any of the defendants, and we will not 

write such a provision into the agreement. Similarly, the failure on the part of MJMT 

to immediately demand payment upon default did not operate as a waiver of timely 

payment, where the settlement agreement included no limitation on the time within 

which MJMT could seek enforcement. 

{¶13} Nonetheless, Geier and BLP also argue that the terms of the 

settlement agreement itself were unfair. Central to the appellees’ argument is the 

assertion that they had satisfied all but $6,000 due under the agreement and that the 

amount of damages demanded by MJMT was disproportionate to the balance 

remaining under the agreement. Again, we are not persuaded. 

The agreement itself provided for a reduction in the amount of damages by the 
OHIO FIRST DISTRICT COURT OF APPEALS

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amount paid under the contract, and MJMT’s motion for enforcement of the 

agreement reflected such a reduction. 

{¶14} Thus, we reject any suggestion that the parties had intended 

substantial compliance to be deemed an impediment to the enforcement of their 

contract. And as for the accrual of interest from March 1, 2008, such a sum was 

explicitly provided for in the agreement. Accordingly, we find no merit in the 

argument that the damages as calculated by MJMT represented an unconscionable 

attempt on the part of MJMT to gain a windfall at the expense of Geier and BLP. 

Attorney Fees 

{¶15} Finally, Geier and BLP argue that the attorney fees sought under 

the motion to enforce the judgment were unreasonable. Specifically, they contend 

that because the settlement agreement provided for fees only with respect to the 

collection of the amount due under the agreement, the $25,788.08 figure submitted 

by MJMT was clearly excessive. Therefore, Geier and BLP assert, the settlement 

agreement was unconscionable and unenforceable. 

{¶16} We are not persuaded by this argument. The mere fact that MJMT 

demanded fees that were arguably excessive did not render the agreement 

unenforceable in its entirety. Because of the trial court’s summary rejection of the 

settlement agreement, there was no hearing on the amount of fees reasonably related 

to the costs of collection. Thus, on the state of the record before us, we cannot say 

what amount would be allowable under the agreement. But in any event, a wholesale 

rejection of the agreement based upon a request for excessive fees would be 

improper. 
OHIO FIRST DISTRICT COURT OF APPEALS

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Conclusion 

{¶17} Accordingly, Geier and BLP have not demonstrated any unfairness 

in the enforcement of the settlement agreement, and we sustain the assignment of 

error. The judgment of the trial court is reversed, and the cause is remanded for 

further proceedings consistent with this opinion. 

Judgment reversed and cause remanded. 

SUNDERMANN and HENDON, JJ., concur. 

 

Please note: 

 The court has recorded its own entry on the date of the release of this opinion.