[Cite as Mr. Pulpstone, L.L.C. v. The Shops on 58, L.L.C. , 2021-Ohio-4467.]
STATE OF OHIO ) IN THE COURT OF APPEALS )ss: NINTH JUDICIAL DISTRICT COUNTY OF LORAIN ) MR. PULPSTONE, LLC Appellant

v. THE SHOPS ON 58, LLC Appellee C.A. No. 21CA011718

APPEAL FROM JUDGMENT ENTERED IN THE COURT OF COMMON PLEAS COUNTY OF LORAIN, OHIO CASE No. 20CV201165
DECISION AND JOURNAL ENTRY Dated: December 20, 2021

CALLAHAN, Judge. {¶1} Appellant, Mr. Pulpstone, LLC (“Mr. Pulpstone”) appeals a judgm ent of the Lorain County Court of Common Pleas in favor of appellee, The S hops on 58, LLC (“The Shops on 58”). This Court reverses.
I. {¶2} Mr. Pulpstone is a franchisee of Pulp Juice and Smoothie Bar in Lorain County that entered into a lease with The Shops on 58 for occupancy of one rental unit in a four-unit retail development. The lease pr ovided that Mr. Pulpstone “sha ll have the exclusive right in the shopping center to engage as a sp ecialty juice, smoothie, wrap and frozen yogurt shop.” It also explained So long as [Mr. Pulpstone] is not in default of this Lease, [Th e Shops on 58] shall not permit or allow any other te nant in the shopping center of which the Premises is a part to engage in the selling of specialty juices, smoothi es, wraps or frozen yogurt products as their primary business. Primary business fo r smoothies is defined as having no more than 4 smoothies offered on the menu at one time.2 Additionally, there is to be no external or outward facing sign age or advertisements promoting smoothies. After executing the lease, Mr. Pulpstone learned that The Shops on 58 was in negotiations with a franchisee of Rita’s Italian Ice (“Rita’s”) for the lease of sp ace within the same shopping center. Mr. Pulpstone objected under the exclusive-use clause, but The Shops on 58 moved forward nonetheless. {¶3} Mr. Pulpstone filed an action for declaratory judgment against The Shops on 58, requesting a declaration “that Rita’s is a competitor under the terms of the Lease and is prohibited from leasing any space at The Shops on 58.” Mr. Pul pstone also asserted a claim for breach or anticipatory breach of contract. The Shops on 58, on the other hand, maintained that Rita’s was not in competition with Mr. Pulpstone as defined by the lease. Mr. Pulpstone moved for partial summary judgment with respect to its request for a declaratory judgment, and The Shops on 58 moved for summary judgm ent on both of Mr. Pulpstone ’s claims. {¶4} The trial court determined that the word “smoothie,” as used in the relevant paragraph of the lease, was una mbiguous; that Rita’s does not o ffer products for sale that fell within the definition of “smoothie”; and, therefore, that the l ease permitted The Shops on 58 to lease a portion of the shopping cen ter to Rita’s. The trial co urt denied Mr. Pulpstone’s motion for partial summary judgment, g ranted The Shops on 58’s motion for summary judgment, and entered judgment in favor of The Shops on 58. {¶5} Mr. Pulpstone appealed, raising two assignments of error. Beca use the second assignment of error is dispositive, it is addressed first in th is Court’s analysis.3

II. ASSIGNMENT OF ERROR NO. 2
THE TRIAL COURT FAILED TO APPLY THE PRINCIPLES OF CONTRACT LAW TO THE EVIDENCE[.] {¶6} Mr. Pulpstone’s second assignment of error argues that the tria l court erred by concluding that the term “smoothie” was unambiguous and, as a r esult, failing to consider extrinsic evidence. This Court agrees in part. {¶7} This Court reviews an order g ranting summary judgment de novo. Grafton v.
Ohio Edison Co ., 77 Ohio St.3d 102, 105 (1996). Under Civ.R. 56(C), “[s]umma ry judgment will be granted only when there remains no genuine issue of mat erial fact and, when construing the evidence most strongly in favor of the nonmoving party, rea sonable minds can only conclude that the moving party is entitled to judgment as a matter of la w.” Byrd v. Smith , 110 Ohio St.3d 24, 2006-Ohio-3455, ¶ 10. Likewise, t his Court reviews legal d eterminations in a declaratory judgment de novo. See Arnott v. Arnott , 132 Ohio St.3d 401, 2012-Ohio-3208, ¶ 14, 17; Martin
v. Steiner , 9th Dist. Wayne No. 17AP0021, 2018-Ohio-3928, ¶ 10. {¶8} Mr. Pulpstone’s second assignment of error raises a threshold q uestion of law regarding the interpretation of the lease itself. See Boone Coleman Constr., Inc. v. Piketon , 145 Ohio St.3d 450, 2016-Ohio-628, ¶ 10, citing Arnott at ¶ 14; Gotham v. Basement Care, Inc. , 9th Dist. Summit No. 29105, 2019-Ohio-3872, ¶ 8, quoting Watkins v. Williams , 9th Dist. Summit No. 22162, 2004-Ohio-7171, ¶ 23. As such, the material facts a re not disputed. See generally Daso v. Creston Ins. Ctr., LLC , 9th Dist. Wayne No. 17AP0039, 2018-Ohio-5312, ¶ 5. {¶9} “A lease is a contract between the landlord and the tenant.” Christe v. GMS Mgt. Co., Inc. , 124 Ohio App.3d 84, 88 (9th Dist.1997). When considering the meaning of contract terms, this Court is guided by th e principle that we must give effect to the parties’ intentions.4
Sunoco, Inc. (R & M) v. Toledo Edison Co. , 129 Ohio St.3d 397, 2011-Ohio-2720, ¶ 37. The intentions of the parties are presumed to be reflected in the p lain language used in the contract. Beverage Holdings, L.L.C. v. 5701 Lombardo, L.L.C. , 159 Ohio St.3d 194, 2019-Ohio-4716, ¶ 13. When reviewing a contract, [w]e will examine the contract as a whole and presume that the intent of the parties is reflected in the la nguage of the contract. In addit ion, we will look to the plain and ordinary meaning of t he language used in the contract unless another meaning is clearly apparent from the contents of the agreement. When the language of a written contract i s clear, a court may look no fu rther than the writing itself to find the intent of the parties. “As a matter of law, a contract is unambiguous if it can be given a definite legal meaning.” Sunoco, Inc. (R & M) , at ¶ 37, quoting Westfield Ins. Co. v. Galatis , 100 Ohio St.3d 216, 2003- Ohio-5849, ¶ 11. {¶10} Exclusive-use clauses, such as the one at issue in this case, a re interpreted in the

same manner. See Rite Aid of Ohio, Inc. v. Marc’s Variety Store, Inc. , 93 Ohio App.3d 407, 413- 414 (8th Dist.1994). Exclusive-use clauses must be construed n arrowly, with any doubts “‘resolved against a possible c onstruction thereof which would increase the restriction upon the use of such real estate.’” Id . at 413, quoting Loblaw, Inc. v. Warren Plaza, Inc. , 163 Ohio St. 581, 592 (1955). See also Kent State Univ. v. Univ. Coffee House, Inc. , 10th Dist. Franklin No. 02AP-1100, 2003-Ohio-2950, ¶ 35. The intentions of the parties with respect to exclusive-use clauses are “to be gleaned from the contract language used unle ss there is some ambiguity.” Rite Aid of Ohio, Inc. at 414. Ambiguity, in the contex t of an exclusive-use clause, must “be resolved in favor of a narrow construction[.]” Id

. {¶11} Because contracts must be construed with reference to the ordin ary meaning of words, courts may rely upon dic tionary definitions to establish their meaning. Rite Aid of Ohio,
Inc. at 415, citing Andrews v. Tax Commr. , 135 Ohio St. 374, 376 (1939). See also Commercial5
Intertech Corp., f.k.a. Commercial Shear ing, Inc. v. Guyan Internatl., Inc. , 11th Dist. Portage No. 99-P-0119, 2001 WL 314869, *2 (M ar. 30, 2001) (“A dictionar y definition does not amount to parol evidence. It is a reliable source for finding the pla in and ordinary meaning of a word.”). This Court has noted the use of dictionary definitions on many occasions. See , e.g. , Dalton v.
Massillon , 9th Dist. Wayne No. 19AP0027, 2020-Ohio-1174, ¶ 18, 20; Founders Ins. Co. v. Gurung , 9th Dist. Summit Nos. 28508, 28511, 2017-Ohio-8983, ¶ 7; Envision Waste Servs., LLC v. Cty. of Medina , 9th Dist. Medina Nos. 15CA 0104-M, 15CA0106-M, 2017-Ohio-351, ¶ 26. Other courts of appeals have done the same. For example, in co nsidering the meaning of the term “drug store” for purposes of an exclusive-use clause, the Eighth District Court of Appeals concluded dictionary definitions provided “ample support” for t he conclusion that the term “drug store” referred to “a store where prescriptions are filled, eve n if non-prescription items are also sold.” Rite Aid of Ohio, Inc. at 414-415. In reaching this conclusion, the Court emphasized the consistency across th e numerous dictionar y definitions consulte d by the trial court. Id . at 415. {¶12} A contract term is ambiguous whe n it “‘may reasonably be unders tood in more than one sense[.]’” Envision Waste Servs., LLC at ¶ 15, quoting Town & Country Co-Op, Inc. v. Sabol Farms, Inc. , 9th Dist. Wayne No. 11CA0014, 2012-Ohio-4874, ¶ 15. A term t hat has more than one possible meaning in its ordinary and usual sense must be considered in its context within the contract to discer n the appropriate meaning. Skidmore v. Natl. Bronze & Metals (Ohio) Inc. , 9th Dist. Lorain No. 12CA010328, 2014-Ohio-4423, ¶ 30, citing Carroll Weir
Funeral Home v. Miller , 2 Ohio St.2d 189, 192 (1965). When the context proves unhelp ful in this regard, this Court has conc luded that a contract term is a mbiguous. Skidmore at ¶ 31. {¶13} The exclusive-use clause at issue in this case provides: So long as [Mr. Pulpstone] is not in default of this Lease, [Th e Shops on 58] shall not permit or allow any other te nant in the shopping center of which the Premises6 is a part to engage in the selling of specialty juices, smoothi es, wraps or frozen yogurt products as their primary business. Primary business fo r smoothies is defined as having no more than 4 smoothies offered on the menu at one time. Additionally, there is to be no external or outward facing sign age or advertisements promoting smoothies. The lease does not define the term “smoothies.” Nonetheless, t he “‘mere absence of a definition * * * does not make the meaning of [a] term ambiguous.’” (Alte ration in original.) May v.
Lubinski , 9th Dist. Summit No. 26528, 2013-Ohio-2173, ¶ 13, quoting Nationwide Mut. Fire Ins.
Co. v. Guman Bros. Farm , 73 Ohio St.3d 107, 108 (1995). In this circumstance, we look to whether there is a plain and or dinary meaning of the term. See May at ¶ 13. {¶14} In its motion for summary judgment, The Shops on 58 referenced one dictionary definition of smoothie: “a cream y beverage made of fruit blende d with juice, milk or yogurt.” Noting that the lease did not define the terms “juice” or “yogu rt,” The Shops on 58 also referenced definitions of those terms from a dictionary and fro m the United States Food and Drug Administration. Notably, The Shops on 58 did not argue th at the contract terms were unambiguous—rather, The Shops on 58 argued, as it has in this a ppeal, that the terms were ambiguous and, as a result, that the trial court was obligated to construe the exclusive-use provision narrowly. {¶15} Mr. Pulpstone, in turn, reference d multiple definitions of the term “smoothie”:

 A thick, smooth drink of fresh fruit pureed with milk, yogurt or ice cream. The New Oxford American Dictionary (Elizabeth J. Jewell & Frank Abate, eds., 2001)

 A creamy beverage made of fruit blended with juice, milk, or yogurt. Merriam-Webster’s Collegi ate Dictionary (11th ed., 2011)

 A drink made of fruit or sometimes vegetables, blended with jui ce, milk, or yogurt and often ice until smoot h. The American Heritage Dict ionary of the English La nguage (5th ed., 2011.)7 (Emphasis in original.) Contra ry to the position taken by The Shops on 58, however, Mr. Pulpstone maintained that there w as no ambiguity in the lease o n this point. In response, The Shops on 58 argued that the div ersity within the definitions re ferenced by Mr. Pulpstone proved the existence of ambiguity. {¶16} The trial court noted that the lease itself does not define “sm oothie” “[a]side from distinguishing ‘smoothies’ from ‘specialty juices’ and ‘frozen yogurt products[.]’” The trial court also acknowledged that the relevant definitions of “smoot hie” differed but concluded that “the fact that some secondary sources may have different defini tions for the word ‘smoothie’ is not dispositive of whether it is ordinary or ambiguous.” Witho ut looking to the context of the lease to determine whether one definition should be favored ove r another, the trial court concluded that “smoothie” is an unambiguous term and adopted a plain and ordinary meaning of its own. Noting that “the margins between products of this typ e are tight,” the trial court nonetheless determined “that sm oothie is not ambiguous and has a plain and ordinary meaning which is ‘a creamy blended bevera ge made with fruit and juice, milk, or yogurt.’” {¶17} When determining whether a cont ract term is ambiguous, however, it is incumbent upon courts look to context in order to discern which of competing definitions comports with the parties’ intentions. See Skidmore , 2014-Ohio-4423, at ¶ 30, citing Carroll
Weir Funeral Home , 2 Ohio St.2d at 192; Rite Aid of Ohio , 93 Ohio App.3d at 414. See generally Beverage Holdings, L.L.C. , 159 Ohio St.3d 194, 2019-Ohio-4716, at ¶ 13; Sunoco, Inc. (R & M) , 129 Ohio St.3d 397, 2011-Ohio-2720, at ¶ 37. When the parties’ intentions cannot be determined with resort to the use of the term in context, that term is properly considered ambiguous. Skidmore at ¶ 31.8
{¶18} In this case, the trial court e rred by resolving competing def initions of the term “smoothie” without considering th e parties’ intentions, as refl ected in the context of the agreement itself. The trial cour t’s resulting conclusion that the term is unambiguous is error for this reason. 1 Mr. Pulpstone’s second assignmen t of error is sustained solel y on this basis.
ASSIGNMENT OF ERROR NO. 1
THE TRIAL COURT FAILED TO PR OPERLY CONSIDER THE WEIGHT OF THE EVIDENCE PRESENTED. {¶19} Mr. Pulpstone’s first assignment of error argues that the trial court erred by granting summary judgment to The Shops on 58 because the eviden ce submitted in support of the parties’ respective motions for summary judgment did not su pport the trial court’s conclusion. In light of this Cour t’s resolution of Mr. Pulpsto ne’s second assignment of error, the first is premature.
III. {¶20} Mr. Pulpstone’s second assignment of error is sustained. The f irst assignment of error is premature. The judgment of the Lorain County Court of Common Pleas is reversed, and this matter is rema nded to the trial court for proceedings cons istent with this opinion. Judgment reversed and cause remanded.

There were reasonable grounds for this appeal.

1 This Court makes no determinati on regarding whether, with due consideration of the context, the term “smoot hie” is ultimately ambiguous.9 We order that a special mandate issue out of this Court, direc ting the Court of Common Pleas, County of Lorain, State of Ohio, to carry this judgment into execution. A certified copy of this journal entry shall constitu te the mandate, pursuant to Ap p.R. 27. Immediately upon the filing hereof , this document shall consti tute the journal entry of judgment, and it shall be file stamped by the Clerk of the Cour t of Appeals at which time the period for review shall begin to run. App.R. 22(C). The Clerk of the Court of Appeals is instructed to mail a notice of entry of this judgment to the pa rties and to make a notation of the mailing in the docket , pursuant to App.R. 30. Costs taxed to Appellee.

L YNNE S. CALLAHAN FOR THE COURT

HENSAL, P. J. TEODOSIO, J. CONCUR.

APPEARANCES: BRIAN C. LEE, Attorney a t Law, for Appellant. MARK E. STEPHENSON, Attorne y at Law, for Appellee.