[Cite as Johnson Invest. Group, L.L.C. v. Marcum , 2013-Ohio-3175.]

IN THE COURT OF APPEALS FOR GREENE COUNTY, OHIO JOHNSON INVESTMENT GROUP, LLC : Plaintiff-Appellee : C.A. CASE NO. 2012 CA 65

v. : T.C. NO. CVF1100741 DONALD WAYNE MARCUM : (Civil appeal from aka WAYNE MARCUM Municipal Court) Defendant-Appellant :

:

. . . . . . . . . . O P I N I O N Rendered on the 19th day of July , 2013.

. . . . . . . . . . DOUGLAS A. FANNIN, Atty. Reg. No. 0078826, 205 West Main Street, Fairborn, Ohio 45324 Attorney for Plaintiff-Appellee JOSEPH P. MOORE, Atty. Reg. No. 0014362, 262 James E. Bohanan Memorial Drive, Vandalia, Ohio 45377 Attorney for Defendant-Appellant

. . . . . . . . . . FROELICH, J. {¶ 1} Donald Wayne Marcum appeals fro m a judgment of the Fairborn2 Municipal Court, which found in favor of Johnson Investment Group, LLC, dba Fairborn Transmission Service, and against Marcum in the amount of $2,981.20, plus interest, for unpaid repairs to Marcum’s tr uck. For the following reasons , the trial court’s judgment will be affirmed.
I. {¶ 2} The trial court found the following fact s, which are supported by the record: {¶ 3} Robert Steven Johnson is the proprie tor of Fairborn Transmission Service, which is owned by Johnson Investment Group, LLC . At all relevant times, Johnson owned 70% of Johnson Investment Group; his mother he ld the remaining 30% interest. Johnson is the only person at Fairborn Transmission Service who provides estimates for repairs and services to customers. {¶ 4} In April 2010, Marcum was residing w ith Johnson’s mother at her residence in Fairborn, Ohio. One day while Johnson was visiting his mother, Marcum inquired whether Johnson could perform some trans mission work on his (Marcum’s) 1999 Dodge Dually 4-wheel-drive diesel pickup truck. Marcum was concerned that his transmission was slipping in second gear. Marcum told J ohnson that he had bought the truck new, that he was never getting rid of it, that he wanted the transmission rebuilt, and that he wanted the best transmission possible. Johnson discussed with Marcum the type of transmission that Marcum wanted, as the price c ould vary widely. After discu ssing the desired transmission, Johnson orally provided a quote of not more th an $2,500, plus tax, for a heavy duty torque converter and a pipe pressure valve. Marcum agreed to this amount and the repairs. {¶ 5} Marcum left the truck at Johnson’s mother’s home, where Johnson picked it3 up and brought it to Fairborn Transmission Serv ice for the repairs. After three days, Johnson returned the truck to his mother’s hous e for Marcum. The total cost for the parts and labor was $2,396.45. With tax ($155.77), the total bill was $2552.22. {¶ 6} The next time that Johnson and Marc um were both at Johnson’s mother’s house, Johnson told Marcum that the truck’s old parts were at the shop for him if he wanted them. Johnson also mentioned that th ey could then take care of payment. 1 At that time, Marcum stated that he would like additional wo rk done to the truck. After some discussion, the two agreed that the truck’s differential l ube would be changed and some hoses put on. Marcum was to provide his ow n lubricant, and Johnson quoted the price at $70 per hour for labor and $100 per hose. The total oral es timate was appr oximately $400 plus tax. Marcum agreed to the estimate and the work to be performed.

1 Johnson testified that customers typically receive written invoices for the repair work upon picking up their vehicles from the shop. However, Marcum did not receive a written invoice when the services were rendered, as he never came to the shop for his old parts or to make payment. Marcum first received written invoices from Fairborn Transmission Service in April 2011, a year after services were rendered, when Johnson sent them to Marcum by certified mail. {¶ 7} Marcum again left his truck at J ohnson’s mother’s residence. Johnson picked it up and took it to Fairborn Transmission Service. The repairs were made the same day, and Johnson returned the truck to his moth er’s house. The total cost for the parts and labor, with tax, was $428.98. When Johnson next saw Marcum, he told Marcum that the old truck parts were at the shop, where they coul d take care of payment. They discussed the method of payment, and Marcum indicated that he would pay in cash. Johnson agreed to this form of payment and gave Marcum some time to pay, as Johnson would incur processing charges if Marcum paid by cr edit card. Johnson subsequently mentioned to4 Marcum four to six times that he (Marcum) needed to pay for the repairs and services to the truck. Marcum consiste ntly responded that he would pay as soon as he sold his home. {¶ 8} On March 24, 2011, Johnson’s mother pa ssed away. A week later, Johnson received a telephone call from his si ster and, as a result, went to his mother’s residence and found Marcum moving out of the home. Johnson was concerned that Marcum was removing items belonging to his mother and called the Fairborn police. Johnson’s sister also came to the residence. {¶ 9} While in the presence of Sgt. Stanna rd of the Fairborn Police Department and his sister, Johnson requested payment from Marcum for the work on the truck. Johnson asked that he and Marcum go to the shop a nd that Marcum pay by credit card. Marcum acknowledged that he owed the money and that he would pay, but stated that he did not have the money. After this encounter, Johnson called Marcum a coupl e of times regarding payment and also asked a frie nd of Marcum to intervene. {¶ 10} In April 2011, Johnson sent two i nvoices to Marcum from Fairborn Transmission Service for the work performed on Marcum’s truck. Ultimately, in May 2011, Johnson Investment Group brought suit in the Fairborn Municipal Court, seeking payment for the repair work. Marcum denied the allegations, asserted several affirmative defenses, and alleged countercl aims under the Fair Debt Coll ection Practices Act and the Consumer Sales Practices Act. {¶ 11} The matter proceeded to trial befo re a magistrate on December 16, 2011. Johnson, Sheila Johnson (Johnson’s sister), a nd Sgt. Stannard testified for Johnson Investment Group regarding Marcum’s agreement to pay for the repairs to his truck. Roger5 Sheese, a mechanic and owner of Trans-Master Transmission in Franklin, Ohio, testified to the reasonableness of the charges for the work performed on Marcum’s vehicle by Fairborn Transmission Services. {¶ 12} At the beginning of his case-in-chief , Marcum orally moved to dismiss the action. He argued that Johnson Investment Group failed to establish that there was a contract between the parties, because there was no meeting of the minds regarding the price. Marcum further argued that Johnson Investment Group was not the real party in interest and lacked standing to pursue its claims, because all of the discussions occurred at Marcum’s residence and were between Marcum and Johnson. The magi strate orally rejected Marcum’s arguments and denied the motion to dismiss. Marcum then indicated that he would not be presenting any witnesses, and he voluntarily dismisse d his counterclaims. {¶ 13} On December 27, 2011, the magistrate i ssued a written decision finding in favor of Johnson Investment Group in the amount of $2981.20, with interest at a rate of 4%, plus costs. The magistrate found that Ma rcum and Johnson Inves tment Group had entered into a valid oral contract and that Johnson Investment Group was the proper plaintiff. Marcum filed objections to the magistrate’s ruling, asserting that the magistrate erred in finding (1) that there was an oral contract, (2) that the repairs and services to the truck were not gifts, and (3) that Johnson Investment Gr oup had standing and was the real party in interest. Marcum subs equently withdrew the second objec tion. A transcript of the trial was prepared and filed. {¶ 14} On November 20, 2012, the trial cour t overruled Marcum’s objections and entered judgment in favor of Johnson I nvestment Group in the amount of $2,981.20, with6 interest at 4%, and court costs. Marcum appeals from the trial court’s judgment, raising two assignments of error.
II. {¶ 15} Marcum’s assignments of error state: THE TRIAL COURT ERRED AS A MATTER OF LAW BECAUSE IT UPHELD THE MAGISTRATE’S DECISION FINDING THAT APPELLEE HAD STANDING TO BRING THIS ACTION. THE TRIAL COURT ERRED AS A MATTER OF LAW BY UPHOLDING THE MAGISTRATE’S DECISION WHEN BOTH THE TRIAL COURT AND THE MAGISTRATE HELD THAT AN ORAL CONTRACT EXISTED. {¶ 16} Marcum claims that Johnson Investment Group lacked standing to pursue an action against him for the truck repair costs and that the trial court erred in finding that an oral contract existed between the parties. {¶ 17} Standing is based upon the principle th at “it is the duty of every judicial tribunal to decide actual contr oversies between partie s legitimately affected by specific facts and to render judgments which can be carried into effect.” Fortner v. Thomas , 22 Ohio St.2d 13, 14, 257 N.E.2d 371 (1970). A party thus has standi ng when it has a personal stake in the outcome of a legal cont roversy with an adversary. Kincaid v. Erie Ins. Co. , 128 Ohio St.3d 322, 2010-Ohio-6036, 944 N.E.2d 207, ¶ 9. {¶ 18} Standing is a preliminary inquiry that must be made be fore a court may consider the merits of a legal claim. Kincaid at ¶ 9. Because standing is a jurisdictional7 requirement, the complaint must be dismissed if standing is lacking. Fed. Home Loan Mtge. Corp. v. Schwartzwald , 134 Ohio St.3d 13, 2012-Ohio-5017, 979 N.E.2d 1214, ¶ 40. Moreover, because standing concerns the subject matter jurisdiction of the court, standing is an issue that cannot be waived and may be raised at any time, even after judgment. BAC Home Loans Servicing LP v. Busby , 2d Dist. Montgomery No. 25510, 2013-Ohio-1919, ¶ 19, citing BAC Home Loans Servic ing, L.P. v. Meister , 11th Dist. Lake No. 2012-L-042, 2013-Ohio-873, ¶ 6. We review a trial court’s ruling on standing de novo. Id ., citing Kincaid at ¶ 9. {¶ 19} Marcum claims that Johnson Investme nt Group lacks standing because any agreement concerning the work to Marcum’s truck was with Johnson individually. Marcum emphasizes that all conversations pertaining to the repairs took place at Johnson’s mother’s home and that Johnson picked up Marcum’s ve hicle from Johnson’s mother’s residence and returned it there. Marcum also points to J ohnson’s testimony that Ma rcum said, “Of course I’ll pay you, Steve,” as evidence that Johnson ag reed, in his individual capacity, to perform the repairs. {¶ 20} Based on the record before us, we agr ee with the trial court’s conclusion that Johnson Investment Group had sta nding to pursue its action against Marcum for the repairs and services to Marcum’s tr uck. Johnson testified that Fa irborn Transmission Service has been operating since 1968, when Johnson’s father started the company. After Johnson’s father died in 2002, Johnson Investment Gr oup, LLC, was created. Johnson Investment Group owns Fairborn Transmission Service. Johnson is the majority owner of Johnson Investment Group, and he ha s operated the business since his father’s death.[Cite as Johnson Invest. Group, L.L.C. v. Marcum , 2013-Ohio-3175.] {¶ 21} Marcum approached Johnson both times about repairs and service to his truck. Johnson provided Marcum oral estimates (as was custom ary practice for service at Fairborn Transmission Service) with an indi cation that tax would also be collected. Although these conversations occurred at Johns on’s mother’s home, this is understandable given that Marcum lived with Johnson’s mother . After Marcum agreed to the estimate and the work, the repairs and service were perfo rmed at Fairborn Transmission Service. Johnson subsequently informed Marcum that the ol d parts were at the re pair shop and that he could come to the shop to settle the bill. The record thus reflects that Johnson was acting in his capacity as owner of Johnson Investment Group, dba Fairborn Transmission Service, when he agreed to perform repairs and servi ce on Marcum’s vehicle. There is no indication in the record that Marcum as ked for the work to be performed personally by Johnson as a favor or gift, or that Johnson offered to do the work under those conditions. Accordingly, we conclude that the trial c ourt did not err when it held th at Johnson Investment Group was the proper party to pursue payment from Marcum for the services it rendered. {¶ 22} The first assignment of error is overruled. {¶ 23} The trial court also did not err in concluding that Marcum and Johnson Investment Group entered into oral contracts for the work on Marcum’s truck. {¶ 24} “A contract is generally defined as a promise, or a set of promises, actionable upon breach. Essential elements of a contract include an offer, acceptance, contractual capacity, considera tion (the bargained for legal benefit and/or detriment), a manifestation of mutual a ssent and legality of object and of consideration.” Minster Farmers Coop. Exchange Co., Inc. v. Meyer , 117 Ohio St.3d 459, 2008-Ohio-1259, 884 N.E.2d 1056, ¶ 28, quoting Perlmuter Printing Co. v. Strome, Inc ., 436 F.Supp. 409, 4149 (N.D.Ohio 1976); Kostelnik v. Helper , 96 Ohio St.3d 1, 2002-Ohio-2985, 770 N.E.2d 58, ¶ 16. The parties must have a “meeting of the minds ” as to the essential terms of the contract in order to enforce the contract. Episcopal Retirement Homes, Inc. v. Ohio Dept. of Indus. Relations , 61 Ohio St.3d 366, 369, 575 N.E .2d 134 (1991). {¶ 25} Marcum claims that there was no meeting of the minds regarding the cost of repairs. However, Johnson te stified that he provided Marc um an oral estimate of $2,500 plus tax for the work on Marcum’s transmissi on, that the repair work was done, and that Marcum agreed to pay for the work. Th e total actual cost for the work was $2,552.22, including tax. Shortly thereafte r, Marcum asked for additional work to be done to the truck. Johnson testified that he told Marcum that the cooler hos es were approximately $100 each and the labor would be $70 per hour. Johns on’s total estimate wa s $400, plus tax.
Johnson stated that the work was performed in a single day, a nd the actual cost for the work, including tax, was $428.98. Marcum agreed to pay for the work. Johnson’s evidence established that the parties agreed that Fair born Transmission Service would perform repairs and services to Marcum’s truck, that Marcum agreed to the estimated prices, and that the work was performed as agreed. There was no evidence to the contrary. Accordingly, the trial court did not err in concluding that the parties had ente red into a valid oral contract for the work to Marcum’s truck. {¶ 26} The second assignment of error is overruled.
III. {¶ 27} The trial court’s judgment will be affirmed.

. . . . . . . . . .10 DONOVAN, J. and WELBAUM, J., concur. Copies mailed to: Douglas A. Fannin Joseph P. Moore Hon. Beth W. Root