[Until this opinion appears in the Ohio Official Reports advanc e sheets, it may be cited as Beverage Holdings, L.L.C. v. 5701 Lombardo, L.L.C. , Slip Opinion No. 2019-Ohio-4716, 2019- Ohio-4716.]

NOTICE This slip opinion is subject to f ormal revision before it is pu blished in an advance sheet of the Ohio Official Reports. Readers are reques ted to promptly notify the Reporter of Decisions, Supreme Court of Ohi o, 65 South Front Street, Columbus, Ohio 43215, of any typographical or other formal errors in the opinion, in order that corrections may be made before the opinion is published.

S LIP O PINION N O
. 2019-O HIO -4716
B EVERAGE H OLDINGS , L.L.C., A PPELLANT , v. 5701 L OMBARDO , L.L.C., D
. B
. A
. V ALENTINO -V AV , 1 L.L.C., A PPELLEE
. [Until this opinion appears in t he Ohio Official Reports advanc e sheets, it may be cited as Beverage Holdings, L.L.C. v. 5701 Lombardo, L.L.C., Slip Opinion No. 2019-Ohio-4716.] Contract dispute—Plain language of contract provision does not lead to manifest absurdity—Court of appeals’ judgment reversed. (No. 2018-0616—Submitted May 21, 2019—Decided November 19, 2019 .)
A PPEAL from the Court of Appeals for Cuyahoga County, No. 104559, 2017-Ohio-7090.

________________ O’C ONNOR , C.J. {¶ 1} This case involves the sale of a franchise business and the rea l property on which it sits. The p arties structured the agreemen t for the sale of the

1. In its complaint, appellant identified appellee’s separate e ntity as Valentino-Val, L.L.C. The secretary of state’s records as well as evidence in this case s how that the correct name is ValentinoVAV, L.L.C. The caption in this case has been changed accordin gly.S UPREME C OURT OF O HIO

2 real property to include several adjustments that would be made to the overall purchase price based on circumstances present at the time of th e closing. When the closing was initiated, however, the parties disputed how one of the credit provisions should be interpreted. {¶ 2} The trial court granted summary judgment in favor of the buyer, plaintiff-appellant, Beverage Holdings, L.L.C., finding that th e plain language of the disputed credit provision supported its position. The Eigh th District Court of Appeals initially affirmed, 2017-Ohio-2983, but it later grante d reconsideration and reversed on the ground that the plain language of the provision was manifestly absurd, 2017-Ohio-7090. It therefore remanded the case to the trial court for
consideration of evidence concer ning the provision’s meaning. {¶ 3} For the reasons discussed below, we hold that the Eighth Distri ct erred. We therefore reverse. I. Relevant Background {¶ 4} Defendant-appellee, 5701 Lombardo, L.L.C., d.b.a. Valentino-VAV , L.L.C., (“Lombardo”), owns real property in Independence, Ohio, on which it operated a preschool and daycare-center franchise. As of 2011, Lombardo owed $1,726,000 on several loans on the property, and it sought to s ell both the property and the franchise to Beverage Holdings. The parties conducted the real-property and franchise sales throug h separate transactions. 2 {¶ 5} The sale of the franchise business to Beverage Holdings took pl ace in one transaction, and Beverage Hol dings began operating the busi ness immediately. That transaction is not directly at issue in this appeal. The transaction for the sale of the real property was more complicated, however, because of a penalty that would be imposed by one of Lomba rdo’s lenders if its loan was p aid off early. To

2. The parties used related entities to complete the transactio ns, at least in part, but for the purposes of this opinion, we refer to the entities used by Lombardo simp ly as Lombardo and the entities used by Beverage Holdings as Beverage Holdings.January Term, 2019

3 effectuate the sale of the real property, the parties entered i nto agreements on April 29, 2011. Relevant here, one agreement was for the sale of the real property (the “Real Estate Purchase Agreement”). The parties set the pu rchase price at $1,726,000, but they agreed that the closing would not take pla ce until a date in the future, to be selected after Beverage Holdings had delivered to Lombardo a notice
of its intent to close the transaction. The second was a lease of the property designed to be in effect before the closing occurred (the “Leas e Agreement”). Beverage Holdings agreed to pay $12,500 per month in rent. {¶ 6} In the Real Estate Purchase Agreement, the parties also agreed that several credits would be applied to reduce the purchase price a t the time of closing. One credit would reduce the purchase price by the amount the pr incipal on Lombardo’s loans was reduced between the date of the agreement and the date of the closing. (“Reduction in Pri ncipal Credit”). Another credi t would reduce the purchase price by the amount of “[r]ents received by [Lombardo] from [Beverage Holdings], prorated to date of closing” (“Rents Credit”). Beve rage Holdings also agreed that, if it elected to close the transaction before Febr uary 15, 2018, and thereby caused Lombardo to be required to pay the early-termina tion penalty to one of its lenders, Beverage Holdings would pay the penalty for Lom bardo. {¶ 7} On March 12, 2015, after leasing t he property for approximately four years, Beverage Holdings notified Lombardo that it intended to close the real-estate transaction. In the notice, Beverage Holdings asserted that it was entitled to a Rents Credit of $462,500. Combining that credit with others provided in the agreement, including the Reduction in Principal Credit, Beverage Holdings asserted the total purchase price was reduced to $1,202,110.09. Lombardo rejected the notice, asserting that Beverage Holdings’s calculation of the Rents Cre dit was not in line with what was originally cont emplated by the parties. {¶ 8} Beverage Holdings sued Lombardo, seeking, among other things, a declaratory judgment that its int erpretation of the Rents Credi t was correct. TheS UPREME C OURT OF O HIO

4 trial court granted summary judgment to Beverage Holdings as to its request for declaratory judgment interpreting the Rents Credit clause, find ing that the plain meaning of the Rents Credit clause was unambiguous and in line with the position of Beverage Holdings. The Eighth District initially affirmed o n appeal, but it subsequently granted rec onsideration and reversed. {¶ 9} In its decision on reconsideration, the Eighth District agreed with the
trial court that “sta nding alone, the plain language of the [Re nts Credit] clause stating that the purchase price of the property would be decrea sed by ‘[r]ents received by [Lombardo] from [Beverage Holdings], prorated to da te of closing’ appears to apply to all rents received from [Beverage Holdings] , not just the rent paid during the closing period.” 2017-Ohio-7090 at ¶ 7. But i t declined to apply the plain language in Beverage Holdings’s favor because it beli eved the plain language led to a “manifestly absurd result.” Id. , citing Cincinnati Ins. Co. v.
Anders , 99 Ohio St.3d 156, 2003-Ohio-3048, 789 N.E.2d 1094, ¶ 34. Sp ecifically, the court of appeals believed that because the parties recogniz ed from the outset that “Lombardo’s financing at the time made it impractical to c urrently close the transaction and, in fact, that the sale might not close for ‘se veral years,’ ” it would
be absurd to conclude that Lomb ardo intended to provide Beverag e Holdings with credits against the purchase price for both (1) all rents paid between the start of the agreement and the closing (pursuant to Beverage Holdings’s inte rpretation of the Rents Credit clause) and (2) the amount by which the principal on the loans was reduced during that time (pursuant to the Reduction in Principa l Credit clause). It
therefore remanded the case to the trial court for “fact-findin g to give the contract
the most sensible and rea sonable interpretation.” Id. at ¶ 7. {¶ 10} Beverage Holdings appealed to this court, and we granted discretionary review.January Term, 2019

5 II. Analysis
A. The plain language of the Rents Credit {¶ 11} We review de novo the Eighth Dis trict’s decision regarding the propriety of the trial court’s grant of summary judgment in fav or of Beverage Holdings. Bonacorsi v. Wheeling & Lake Erie Ry. Co. , 95 Ohio St.3d 314, 2002- Ohio-2220, 767 N.E.2d 707, ¶ 24. Summary judgment should be gr anted only when “there is no genuine issue as to any material fact and * * * the moving party is entitled to judgment as a ma tter of law.” Civ.R. 56(C). {¶ 12} In its first proposition of law, Beverage Holdings argues that the plain language of the Rents Credit provides that it is entitled to a credit for all rent payments made during the life of the Lease Agreement and that t he Eighth District erred by concluding that the plain language resulted in a manif est absurdity. Lombardo counters that Beverage Holdings’s interpretation of th e Rents Credit is, in fact, manifestly absurd and, th erefore, the Eighth District correctly remanded the
case for consideration of extrins ic evidence regarding the part ies’ intent. We agree with Beverage Holdings. {¶ 13} Our legal standards for the interpretation of contracts are wel l established. We seek primarily to give effect to the intent of the parties, and we presume that the intent of the parties is reflected in the plai n language of the

contract. Westfield Ins. Co. v. Galatis , 100 Ohio St.3d 216, 2003-Ohio-5849, 797 N.E.2d 1256, ¶ 11. As a result, if the language of a contract is plain and unambiguous, we enforce the terms as written, and we may not tu rn to evidence outside the four corners of the contract to alter its meaning. See id. ; Aultman Hosp. Assn. v. Community Mut. Ins. Co. , 46 Ohio St.3d 51, 53, 544 N.E.2d 920 (1989) (“Intentions not expressed in the writing are deemed to have no existence and may not be shown by parol evidence”). When considering the languag e of a particular contractual provision, “[c]ommon words * * * will be given thei r ordinary meaning unless manifest absurdity resu lts or unless some other meaning is clear from theS UPREME C OURT OF O HIO

6 face or overall contents of the agreement.” Anders , 99 Ohio St.3d 156, 2003-Ohio3048, 789 N.E.2d 1094, at ¶ 34, citing Alexander v. Buckeye Pipe Line Co. , 53 Ohio St.2d 241, 374 N.E.2d 146 (1978), paragraph two of the syllabus

. {¶ 14} As noted above, the Rents Credit clause provides that the purch ase price shall be reduced by the amount of “[r]ents received by [L ombardo] from [Beverage Holdings], prorated to date of closing.” Beverage Ho ldings argues that the clause creates a credit for all rent paid between the begin ning of the lease and the closing of the sale of the real property. For example, if the agreements were signed on January 1 of a given year and the closing occurred on May 8 of that year, a Rents Credit would be awarded for rent paid for the entire pe riod between January 1 and May 8. {¶ 15} Lombardo, by contrast, argues that because the full amount of e ach month’s rent was paid by Beverage Holdings in advance, at a tim e when the exact date of the closing might not have been known, the Rents Credit is properly understood as providing a credit for rent covering the partial- month period after the closing. Using the same example, a Rents Credit would be award ed for rent paid for the period between May 9 and May 31. {¶ 16} The language of the Rents Credit is plain and unambiguous, and it supports only the interpretation asserted by Beverage Holdings. The language is broad and clear, providing that a credit would be provided for all “rents” paid and that the credit would be prorated to the date of closing. Nota bly, the parties made clear in the Lease Agreement that Beverage Holdings’s obligatio n to pay rent would extend only to the date of the closing, at which point, of cour se, it would become the owner of the property, and th e proration language in the Re nts Credit makes clear that the credit is limited to the same date. The interpr etation proffered by Lombardo would be a plausible reading of the clause only if it contained different language stating that the credit applied to the period after the date of the closing

. Because there is no such language in the Rents Credit clause, w e reject theJanuary Term, 2019

7 interpretation advanced by Lombardo. See Alexander , 53 Ohio St.2d at 246, 374 N.E.2d 146 (“where the terms in an existing contract are clear and unambiguous,
this court cannot in effect creat e a new contract by finding an intent not expressed in the clear language em ployed by the parties”). B. The dissenting opinions {¶ 17} The first dissenting opinion asserts that the plain language of the Rents Credit has only one reasona ble interpretation, namely tha t it provides Beverage Holdings with a credit only for the portion of the las t month’s rent attributable to the period after the closing. The second dissenting opinion asserts that this post-closing-only interpretation of the Rents Credit is at least plausible,
and because it also believes our i nterpretation is plausible, i t would find that the Rents Credit is ambiguous and remand the case to the trial cour t for consideration of extrinsic evidence. We disagree with both views. Although both dissenting opinions raise questions about our interpretation, that is not enough to support their
ultimate conclusions. Both disse nting opinions lack a convinci ng affirmative explanation for why the alternative, post-closing-only interpre tation is plausible. Without that, the approach es of both opinions lack merit. {¶ 18} The most notable claims of the dissenting opinions are their assertions that the pr oration language is rendered superfluous under our interpretation and that the proration language has no meaning u nless the Rents Credit applies to only the post-closing portion of the final mo nth of the lease. We do not agree with either point. As we stated above, the prorat ion language is not superfluous under our view because it can reasonably be underst ood as ensuring that the end date for the Rents Credit is clearly defined and m atches the end date for Beverage Holdings’s obligation to pay rent. The dissenting opinions’ postclosing-only interpretation also fails to provide relevant mean ing to the proration language because, under their inte rpretation, the Rents Credit as a whole would be superfluous. If the parties want ed the last month’s rent to be “distributedS UPREME C OURT OF O HIO

8 proportionately between the buyer and the seller, as determined by the closing date,” dissenting opinion of Ke nnedy, J., at ¶ 40, there was no need to create a special “Rents Credit” to achieve that result. Even without su ch a credit, Beverage Holdings would have had a legal right to receive back the porti on of the last month’s rent covering the period after the closing, because its obligation to pay rent extended only to the date of the closing and no further. The d issents’ avoidanceof-surplusage argument is therefore not convincing. {¶ 19} Ultimately, it is better to put theories of surplusage to the s ide and to simply look to the text of the contract. The post-closing-only interpretation proffered by the dissenting opi nions would be plausible only if additional language were included in the credit, language clearly indicating that t he credit applies only to the post-closing period of the last month of the lease. Bec ause the Rents Credit does not contain any such language, the only reasonable interpr etation is the one we find here: that the Rents Credit applies to all rents recei ved during the life of
the lease. C. Manifest absurdity {¶ 20} We also reject the conclusion of t he Eighth District that the p lain language of the Rents Credit leads to a manifest absurdity. Th e Eighth District
relied on our statement in Anders , 99 Ohio St.3d 156, 2003-Ohio-3048, 789 N.E.2d 1094, at ¶ 34, that common words in a contract should “be given their ordinary meaning unless manifest absur dity results * * *.” Although we have repeated this statement on numerous occasions, e.g. , Aultman , 46 Ohio St.3d at 54, 544 N.E.2d 920; Alexander , at paragraph two of the syllabus, this exception to the plain

meaning rule is narrow in scope and is necessarily limited by t he meaning of the term “manifest absurdity” itself. First, the word “absurd” con veys a degree of extremeness. Contract language is absurd not simply when it is unreasonable but
rather when it is “ ridiculously unreasonable, unsound, or incongruous” (emphasis added), Webster’s Third New In ternational Dictionary 8 (2002) (definingJanuary Term, 2019

9 “absurd”). Second, the word “manifest” requires that any absur dity in contract language be obvious

. See Webster’s Third New In ternational Dictionary at 1375 (defining “manifest” to mean “easily understood or recognized a t once by the mind * * * : OBVIOUS”); see also Black’s Law Dictionary 1107 (10th Ed.2014) (defining “manifest injustice” as “[a] direct, obvious, and observable error in a trial court” (emphasis added)); id. at 660 (defining “manifest error” as “[a]n error that is plain and indisputable ” (emphasis added)). The Eighth District failed to acknowledge the narrow scope of the manifest-absurdity exceptio n to the plainmeaning rule. {¶ 21} The Eighth District also erred in its application of the except ion. It determined that the plain language of the Rents Credit resulted in a manifest absurdity based on two factors. First, it believed that if the Rents Credit is interpreted to include all rent p ayments, it would be absurd fo r the parties to reduce the purchase price by both the Reduction in Principal C redit and the Rents Credit “during what could be a lengthy lease term.” 2017-Ohio-7090 at ¶ 9. As an example, the Eighth District observed that, although the initia l term of the lease was 101⁄2 years, the Lease Agreement permitted two five-year extensio ns, meaning the lease could potentially continue for up to 201⁄2 years. If the l ease remained in effect for that full period, then under Be verage Holdings’s interpreta tion, the court stated that it “would not only acquire the property” at the end of the lease but because the Rents Credit would have grown enormously over the lease period, Beverage Holdings “would also be owed money at closing—all the while enj oying the profits from operating the business.” Id. Second, the Eighth District stated that the Real Estate Purchase Agreement provides for a closing period of betw een 120 and 180 days, which it believed “indicates that the [proration provisio n in the Rents Credit] was meant to apply only to rent paid after Beverage Holdings ga ve notice of intent
to close.” Id. at ¶ 10.S UPREME C OURT OF O HIO

10 {¶ 22} When considered with the standard for “manifest absurdity” described above in mind, neither of these rationales supports a finding that the contract language at issue here is absurd, much less obviously absurd. {¶ 23} Contrary to the Eighth District’s first concern, we see no mani fest absurdity in the Rents Credit including all rent payments made during a potentially “lengthy lease term.” Beverage Holdings argues that the rent p ayments are properly understood as prepayments of the purchase price. The growth in the Rents Credit
over time therefore would not reduce the overall amount of mone y received by Lombardo for the sale of the pr operty, because the reduction in the purchase price
due to the Rents Credit would be matched dollar-for-dollar by t he rent payments received by Lombardo. As noted above, Lombardo also received t he benefit of completing the sale in the near future with Beverage Holdings a greeing to pay the early-termination penalty to one of Lombardo’s lenders—a paymen t Lombardo otherwise would have been required to make in order to complete the transaction before February 15, 2018, and that offset the credits from the perspective of Beverage Holdings. Finally, if the lease were to last long eno ugh for the credits to add up to the initial purchase price of $1,726,000, Beverage Ho ldings could easily avoid the overpayment situation envisioned by the Eighth Distri ct by providing
notice of its intent to close the transaction before that occur s. We therefore reject the conclusion of the Eighth District that the inclusion of the Rents Credit and the Reduction in Principal Credit in a potentially lengthy lease su pports a finding of a manifest absurdity. See Alexander , 53 Ohio St.2d at 246, 374 N.E.2d 146 (finding no absurdity where extreme res ult theoretically permitted by pl ain language would reasonably be expected not to occur). {¶ 24} We similarly see no manifest absurdity in the second concern ra ised by the Eighth District. It is true that the Real Estate Purcha se Agreement allowed the closing to occur several months after Beverage Holdings pro vided notice of its intent to close the transaction, but nothing in the language of the provisionJanuary Term, 2019

11 addressing the time for closing alters the plain language of th e Rents Credit or otherwise provides a basis for interpreting the Rents Credit in the manner sought by Lombardo. {¶ 25} Putting aside the rationales relied on by the Eighth District, we see no other basis on which to conclude that the plain language of the Rents Credit results in a manifest absurdity . The parties are sophisticated entities and were represented by counsel. Together they agreed to a unique trans action in which the purchase price would be reduced over time due to the applicatio n of various accumulating credits. To the extent Lombardo may be dissatisfi ed with the purchase price that resulted from the plain language agreed to by the parties, “[i]t is not the responsibility or functi on of this court to rewrite the parties’ contract in order to provide for a more equitable result.” Foster Wheeler Enviresponse, Inc. v. Franklin Cty. Convention Facilities Auth. , 78 Ohio St.3d 353, 362, 678 N.E.2d 519 (1997); see also Natl. Union Fire Ins. Co. of Pittsburgh, Pa. v. Circle, Inc. , 915 F.2d 986, 991 (5th Cir.1990) (“Although a business decision may be unwise, imprudent, risky, or speculative, it is not necessarily ‘absurd .’ We decline to allow contracting parties to escape the unfortunate and unexpected, t hough not objectively ‘absurd,’ consequences of a contract by subsequentl y characterizing their consequences as ‘absurd’ ”).
III. Conclusion {¶ 26} For these reasons, we reverse the judgment of the Eighth Distri ct Court of Appeals and reinstate th e judgment of the trial court. Judgment reversed.

F RENCH , F ISCHER , D ONNELLY , and S CHAFER , JJ., concur.
K ENNEDY , J., dissents, with an opinion.

D E W INE , J., dissents, with an opinion.
J ULIE A. S CHAFER , J., of the Ninth District Court of Appeals, sitting for
S TEWART , J.S UPREME C OURT OF O HIO

12 _________________ K

ENNEDY , J., dissenting. {¶ 27} I agree with the majority that “[i]t is not the responsibility or function of this court to rewrite the par ties’ contract in order to prov ide for a more equitable
result.” Foster Wheeler Enviresponse, Inc. v. Franklin Cty. Convention Facilities
Auth. , 78 Ohio St.3d 353, 362, 678 N.E.2d 519 (1997). It is our responsibility, however, “to discover and effect uate the intent of the parties” when we construe a

contract. Graham v. Drydock Coal Co. , 76 Ohio St.3d 311, 313, 667 N.E.2d 949 (1996), citing Skivolocki v. E. Ohio Gas Co. , 38 Ohio St.2d 244, 313 N.E.2d 374 (1974), paragraph one of the sylla bus. Here, the majority addr esses whether a certain reading of the contract is manifestly absurd. But the problem is that the majority, like the appellate court, misinterprets the contract. The contract doesn’t say what the majority says it says, and therefore, the majority ’s discussion regarding whether the contract is manifestly absurd under its r eading is irrelevant. Section 3(a)(ii), the “Rents Credit” clause of the Real Estate Purchase Agreement (“Purchase Agreement”), does not credit the appellant, Beverage Holdings, L.L.C.,
with all the rents that have bee n paid since the signing of the Purchase Agreement; instead, pursuant to the Rents Cre dit clause, the prepaid rent for the last month of the lease is distributed proporti onately to the owners—the buye r and the seller— based on the dates of ownership determined by the closing date. That is, the owner of the property before the clo sing receives the proportionate s hare of the rent that
covers the dates befo re the closing and the owner after the clo sing takes the part of
the rent that covers the remai nder of the month a fter the closi ng. {¶ 28} The first proposition of law set forth by Beverage Holdings is “Courts cannot disregard unambiguous contract terms by deciding that they could
lead to an absurd result under hypothetical circumstances.” I would hold that that proposition of law is true, but contrary to the argument of Bev erage Holdings, I would hold that the unambiguous contract terms require judgment in favor of theJanuary Term, 2019

13 appellee, 5701 Lombardo, L.L.C. Because this case is resolved by addressing the first proposition of law, I would decline to address the four r emaining propositions
of law. I would affirm the cour t of appeals’ reversal of the t rial court on other grounds and would remand the case to the trial court to enter j udgment for the appellee. Accordingly, I dissent. {¶ 29} The contract at issue in this case is the Purchase Agreement be tween Beverage Holdings and Valenti no-VAV, L.L.C., specifically Secti on 3 of the agreement, titled “Adjustments to Purchase Price.” The majorit y opinion does not set forth the language of the e ntire section. Here is how it r eads in the contract:

3. Adjustments to Purchase Price

. At closing , the purchase price shall be adjusted by providing Buyer a credit fo r the following: a) The Purchase Price shall be decreased by: i) All general taxes and assessments which are a lien on the property at closing and whic h are not paid at closing. ii) Rents received by Seller from the tenant of the Premises, prorated to date of closing

. iii) Any security deposit held by Seller from the tenant occupying the property. iv) The Reduction in Principal Credit

. v) Any indebtedness of S eller assumed by Buyer

b) The purchase price shall be increased and Buyers shall be responsible to pay an additional amount equal to the Credit-Swa p Differential.

(Emphasis added.)S UPREME C OURT OF O HIO

14 {¶ 30} The specific term in dispute is S ection 3(a)(ii), which grants the purchaser “Rents received by Seller from the tenant of the Prem ises, prorated to date of closing.” The majority says, “The language is broad an d clear, providing that a credit would be provided for all ‘rents’ paid and that t he credit would be prorated to the date of closing.” Majority opinion at ¶ 16. B ut the language does not say or mean what the majority thinks it says or means. {¶ 31} First, Section 3(a)(ii) does not use the word “all.” That word is assuredly missing from the clause. Every rent payment is not p art of the credit; the credit includes only those rents that the seller receives from the tenant that are prorated to the date of closing. The significance of the word “prorated” is discussed
below. {¶ 32} Second, the fact that “rents” is plural does not necessarily me an that the credit is for multiple months. We need to look to the Leas e Agreement executed the same day as the Purchase Agreement; “[a]s a general rule of construction, a court may construe multiple documents together if they concern the same
transaction.” Ctr. Ridge Ganley, Inc. v. Stinn , 31 Ohio St.3d 310, 314, 511 N.E.2d 106 (1987). The Lease Agreem ent addresses different types of rent. Leases can
include clauses that call for “a dditional rent” to be paid, a c harge for instance, for the reasonable cost of operating and maintaining common areas. See, e.g. , Ohio
Forms & Transactions , Section 18:19 (2019). The leas e in this case contains the statement, in Section 4, “Any other sums payable to Lessor unde r this Lease shall
be deemed to be additional rent .” And the lease specifically a ddresses at least one
“additional rent”:

For each Lease Year during the Term, Lessee shall pay Lessor, as additional rent on a monthly basis , one-twelfth (1/12th) Real Property Taxes assessed against the Premises annually as such t axes become due and payable during the Lease Term, prorated for anyJanuary Term, 2019

15 partial assessment period occurring immediately before the Rent
Commencement Date and aft er the Expiration Date.

(Emphasis added.) Therefore, the presence of more than one typ e of rent in the Lease Agreement accounts for the use of the word “rents” in the Purchase Agreement. Moreover, it makes sense under the Purchase Agreeme nt that the prepaid portion of the real-estate taxes paid on the first of e ach month would be prorated such that the purchaser gains the benefit of that paym ent when it becomes the owner of the property. That is, this “additional rent” wou ld be prorated like the monthly rent for the premises. {¶ 33} Third, the majority’s interpreta tion of Section 3(a)(ii) render s the word “prorated” meaningless. “When interpreting a contract, we will presume that words are used for a specific purpose and will avoid interpreta tions that render portions meaningless or unnecessary.” Wohl v. Swinney , 118 Ohio St.3d 277, 2008- Ohio-2334, 888 N.E.2d 1062, ¶ 22. To prorate is to “divide, as sess, or distribute proportionately.” Black’s Law Dictionary 1340 (9th Ed.2009)

. There was only one thing under the Rents Credit clau se that would require proratio n, that would require a proportionate division: the pre paid rents for the one month d uring which the buyer
and the seller each ow ned the property for a separate part of t he month. The Rents Credit clause controls the seller as well as the buyer. Each g ets a proportionate share. Under the majority’s interpretation of the contract, th ere is nothing to be divided proportionately. If the buyer is receiving as a credit all the rents received by the seller, then proration is unnecessary—the buyer simply r eceives credit for all the rents that were paid. A proration is meant to ensure t hat the entity with the burden of ownership gets the bene fit of the rent. For example, if the sale of a rental property closes on October 15, the seller gets the rents paid f rom October 1 to October 15, and the buyer gets the rent from October 16 through October 31. TheS UPREME C OURT OF O HIO

16 use of “prorated” in Section 3(a )(ii) ensures that the last mon th’s rent is distributed according to the periods of ownership. {¶ 34} Lastly, the majority gives very little attention to the Reducti on in Principal Credit clause in the c ontract. However, we must cons true the contract as a whole, “and the intent of each part will be gathered from a c onsideration of the
whole.” Foster Wheeler Enviresponse , 78 Ohio St.3d at 361, 678 N.E.2d 519. In Section 3(a)(iv) of the Purchase Agreement, the buyer receives a credit for “The Reduction in Principal Credit.” That credit is separately defi ned in Section 4 of the agreement:

4. Reduction in Principal Credit

. Due to the current financing Seller has in place for the property; it is not pract ical to currently close this transaction. Because this transaction may not close for several years, Seller agrees to reduce the purchase p rice to Buyers by the amount of principal payments made by Seller to Seller’s lender for the mortgage notes currently on the propert y. Therefore, at closing, Buyers will receive a credit equal to th e reduction in principal for the m ortgage notes from the date of the execution of this agreement until the closing date (The Reducti on in Principal Credit).

{¶ 35} The Reduction in Principal Cred it already provides a credit to the buyer for a portion of the rents paid from the execution of the Purchase Agreement through the closing; this is where the seller recognizes throug h the granting of a credit that an affiliate of the buyer has paid down the princip al of the mortgage notes on the property through long-term rental payments. There fore, credits to the buyer for all rents paid under the Lease Agreement would be redundant. The buyer would be getting a credit for the amount the principal was redu ced through theJanuary Term, 2019

17 payment of rents under Section 3( a)(iv) as well as a complete c redit for all rents paid under Section 3(a)(ii). The refore, the buyer would be cre dited twice for the amount paid toward reducing the principal—once through the Redu ction in Principal Credit and then again through the Rents Credit as the majority reads it. If the buyer already got credit for all rents paid under Section 3 (a)(ii), why would it receive another credit for a por tion of rents paid under Sectio n 3(a)(iv)? {¶ 36} The majority’s interpretation of the contract is unreasonable. To get where it ends up, the majority adds the word “all,” ignores the meaning of the word “prorated,” and fails to recognize any significance of the Redu ction in Principal Credit clause. We need only follo w our rules of contract inter pretation to properly
resolve this case:

When confronted with an issue of contract interpretation, our role is to give effect to the intent of the parties. We will ex amine the contract as a whole and presume that the intent of the parties is reflected in the language of t he contract. In addition, we wil l look to the plain and ordinary meaning of the language used in the contract unless another meaning is clearly apparent from the contents of the agreement. When the language of a written cont ract is clear, a court may look no further than the writing itself t o find the intent of the parties. “As a matter of law, a contract is unambiguous if it can be given a definite legal meaning.” Westfield Ins. Co. v. Galatis, 100 Ohio St.3d 216, 2003-Ohio-5849, 797 N.E.2d 1256, ¶ 11.

Sunoco, Inc. (R & M) v. Toledo Edison Co. , 129 Ohio St.3d 397, 2011-Ohio-2720, 953 N.E.2d 285, ¶ 37.S UPREME C OURT OF O HIO

18 {¶ 37} There is only one reasonable in terpretation of the contract in this case. Again, the crux of the case is Section 3(a)(ii) of the P urchase Agreement, through which the buyer is cred ited with “Rents received by Sel ler from the tenant of the Premises, prorated to date of closing.” When it sets fo rth this phrase in its opinion, the majority substitutes “Lombardo” for “Seller,” whic h is unimportant, but also substitutes “Beverage Holdings” for “tenant.” The ten ant, however, is not Beverage Holdings; it is PRB Development, L.L.C., the affiliate of Beverage Holdings that was running the G oddard School at the property. And the use of the word “tenant” is important to c onsider. The reasonable interpr etation of Section 3(a)(ii) is that Lombardo was selling a building that had a ten ant and the parties had to address what would happen to payments from the tenant occupy ing the building. The clause at issue speaks of the “[r]ents received by Seller f rom the tenant of the Premises.” (Emphasis added.) An Ohio treatis e discusses the p rorating of prepaid rent in a sale subj ect to tenancies:

At the time of conveyance and transfer of possession to purchas er, all rentals from property prepaid beyond the transfer date will be prorated between seller and purch aser as of that date. All ren tals after that date falling due will be the sole property of purcha ser.

Ohio Forms Legal & Business , Section 1:186 (2019). Therefore, the clause at issue
recites a common clause included in sales of property that incl ude tenancies. Since rent is prepaid under the l ease—$12,500 rent is paid on the fir st of each month—it follows that the Purchase Agreem ent would account for the porti on of the monthly payment that applies to the days remaining in the month after t he closing of the sale. That prorated portion of t he rent would go to the purcha ser, who is the new owner of the property.January Term, 2019

19 {¶ 38} Another clause in Section 3 also addresses the fact that the tr ansfer involves property that includes a tenant under a lease. Sectio n 3(a)(iii) credits to the buyer “[a]ny security deposit held by Seller from the tenan t occupying the property.” As the new landlord, the buyer takes the whole of t he security deposit and theoretically returns that amount less deductions to the te nant at the conclusion
of the lease. {¶ 39} The only reasonable interpretation of the Purchase Agreement is that Section 3(a)(ii) and Section 3(a)(iii) were designed to address the issues that any transfer of property that involves a tenant under a lease would address—how to distribute the last month of prepaid rent when the closing does n’t fall on the last day of the month and what to do with the security deposit. Sec tion(3)(a)(iv) is the term unique to this agreement and how the buyer in this case ge ts credit for the
benefit the seller received fro m the long-term lease payments. That clause gets its own explanatory paragraph in Sec tion 4 of the Purchase Agreemen t. {¶ 40} I agree with the appellant’s first proposition of law, that “[c ]ourts cannot disregard unambiguous contra ct terms by deciding that th ey could lead to an absurd result under hypothetic al circumstances.” But I woul d hold that the unambiguous language of the contract should be interpreted diff erently from the interpretation supported by the a ppellant. Section 3(a)(ii) of the Purchase Agreement says that the last month’s rent paid by the tenant sh ould be distributed proportionately between the buyer and the seller, as determined by the closing date. Therefore, I would remand the cause to the trial court for it t o enter judgment in favor of the appellee.

_________________ D E W INE , J., dissenting. {¶ 41} The dispute here concerns a cont ract provision that reduces the purchase price of the property by the amount of “[r]ents receiv ed by Seller [i.e., appellee, 5701 Lombardo, L.L.C.,] from the tenant [i.e., an aff iliate of appellant,S UPREME C OURT OF O HIO

20 Beverage Holdings, L.L.C.] of th e Premises, prorated to date of closing.” Both the majority and the other dissent ins ist that this clause is unamb iguous. The majority says the contract unambiguously favors Beverage Holdings’s inte rpretation, entitling the company to a credit for all rents paid over the e ntire term of the lease. The other dissent says the contract unambiguously favors Lombar do’s interpretation, providing Beverage Holdings a credit only for a portion of the last month’s rent payment. Neither s tory is wholly satisfying. Whi le both opinions identify contract terms that seemingly point in their direction , neither is able to account for terms that seem to go the other way. In my view, t he contract reasonably admits of competing interpretations, each of which i s equally plausible on the face of the contract. I would thus hold that the disput ed provision is ambiguous and remand the matter to the trial court for it to co nsider extrinsic
evidence. {¶ 42} As a rule, “written contracts are usually enforced in accordanc e with the ordinary meaning of the language used in them and without r ecourse to evidence, beyond the contract itself, as to what the parties me ant.” Beanstalk Group, Inc. v. AM Gen. Corp. , 283 F.3d 856, 859 (7th Cir.2002). This “strong presumption” that we not look beyond the four corners of the co ntract “simplifies the litigation of contract disputes and, more important, protec ts contracting parties against being blindsided by evidence intended to contradict the deal that they thought they had graven in stone by using clear language.” Id. {¶ 43} Accordingly, it is the duty of the court to exhaust principles of contract interpretation before r esorting to extrinsic evidence of the parties’ intent.
See 11 Lord, Williston on Contracts , Section 30:4 (4th Ed.2019); CNH Indus. N.V.

v. Reese , __ U.S. __, 138 S. Ct. 761, 765, 200 L.Ed.2d 1 (2018). Using basic principles of interpretation, it will usually be the case that one interpretation of a contract is the most plausible, because competing interpretatio ns strain ordinary usage or are at odds with the appa rent structure or purpose of the contract read as aJanuary Term, 2019

21 whole. In such a case, the mere fact that a motivated attorney can formulate a competing interpretation that is arguably consistent with the t ext of a contractual provision doesn’t mean that th e contract is ambiguous. {¶ 44} But here, the case turns on a provision that is, to say the lea st, underspecified, given the effect that it has on the terms of th e deal between the parties. And looking to the broa der context of the contract do esn’t help to resolve
the issue in favor of one or the other of the dueling interpret ations offered. As both the majority and other dissent illustrate, each of the interpre tations is an imperfect fit for the contractual language —both require modifying the con tractual language in order to yield a wholly unambig uous statement o f the parties ’ intent. {¶ 45} Start with the majority. The majority states that the “languag e is broad and clear, providing that a credit would be provided for all ‘rents’ paid and that the credit would be prorated to the date of closing.” Maj ority opinion at ¶ 16. The majority thus reads the disputed provision to mean all rents received by the
seller from the tenant over the entire course of the lease agreement , prorated to the date of closing

. At first blush, this reading would appear to make sense. If A enters into a contract for the purchase of 100 widgets from B and the contract states that “the widgets shall be delivered on March 15,” the referent of “ the widgets” is usually fairly understood to be all 100 widgets that are the su bject of the transaction
and not some subset thereof. Rea ding “the widgets” to encompas s all the widgets seems right based on the broader s tructure and context of the c ontract. {¶ 46} The majority assumes that something similar is happening here: that one can fairly infer that “rents received by Seller from the te nant” means all rents received. And if the contract had merely provided a credit for rents received by the seller from the tenant, without additional qualifying language, that might be the most logical reading of the cont ract. But as the other dissent points out, the majority’s account struggles to make sense of the proration cla use—“the purchase price shall be decreased by * * * [r]ents received by Seller * * * prorated to dateS UPREME C OURT OF O HIO

22 of closing .” (Emphasis added.) Since rent i s prepaid, if the buyer gets a credit for all rents received by the seller, then there is nothing left to prorate—the proration clause has no effect. The majority offers no real rationale fo r the inclusion of the provision. It says only that “the proration language in the Re nts Credit makes clear that the credit is limited to the [date of closing.]” Majority opinion at ¶ 16. But that makes little sense. If, as the majority contends, there i s a credit for all rents received, then the rent credit isn’t prorated at all. {¶ 47} So, to adopt the majority’s view , we must necessarily conclude that the proration clause is without p ractical effect, that it is si mply surplusage. The necessity to do so certainly counts against the majority’s inte rpretation. But I do not believe it completely forecl oses our adoption of that appro ach. As the United States Supreme Court has noted, a “preference for avoiding surp lusage
constructions is not absolute.” Lamie v. United States Trustee , 540 U.S. 526, 536, 124 S.Ct. 1023, 157 L.Ed.2d 1024 (2004). And in this case, the competing view of the contract offered by the other dissent also fails to satisfa ctorily account for the contractual provision at issue. {¶ 48} The other dissent would read t he disputed provision to mean prepaid rents received by the seller from the tenant for the month of closing , prorated to the date of closing. This reading ha s the advantage of allowing th e proration clause to do something. But it is premised upon an inference about the n arrow reach of the “rents received” clause that isn’t apparent from the text alone . And the other dissent’s supporting arguments fall short of yielding confidenc e that its interpretation is required. {¶ 49} The other dissent struggles to get around the fact that the mos t natural reading of the plural “r ents” is the one adopted by the majority— all rents received. It argues that the use of the plural “rents” could b e explained by the fact that there are different types o f rent—the monthly rent payment and the additional rent payment covering property ta xes. But that just establishes that Lombardo’sJanuary Term, 2019

23 interpretation is permissible, the use of the plural “rents” no twithstanding. It doesn’t show that Lombardo’s interpretation is correct. {¶ 50} Second, the other dissent argues that giving Beverage Holdings a credit for both all rents paid under the lease agreement and fo r any reduction in principal would be “redundant.” Dissenting opinion of Kennedy, J., at ¶ 35. But it is hard to see how “redundancy” is a relevant concept if we loo k simply at the purchase agreement. To see why, consider that there is no reas on, in theory, why the parties could not have agreed to a credit equal to twice th e reduction in principal or to twice the total rent payments. Given other conditions, t hat might even be a sensible deal for both parties— for instance, if both the monthl y rent payment and the sale price were far above the actual market values. Based on the rent payments, the sale price of the property, the property’s market value, an d the date of closing,
we could calculate an effective in terest rate for the money tra nsferred by the buyer to the seller prior to closing. That interest rate may be high , it may be low, or it may be quite reasonable. If under prevailing commercial norms that effective rate is too high or too low, that might count against a party’s inte rpretation of the contract. But that is something that can be assessed only thro ugh extrinsic evidence. From the face of the contract, this court simply can not tell. And it would
be a mistake to rule out that so rt of transaction by declaring the credits contemplated by the agreement to be redundant. {¶ 51} So, we are left with two competing interpretations, either of w hich could be claimed to be permitted by the text but neither of whi ch is an especially good fit for it. The ordinary rules of contract interpretation do not answer the question before us; instead, they point us in different directi ons. I would therefore
find that the text of the contr act is ambiguous. “[W]here a co ntract is ambiguous, parol evidence may be employed to resolve the ambiguity and asc ertain the intention of the parties.” Illinois Controls, Inc. v. Langham , 70 Ohio St.3d 512, 521, 639 N.E.2d 771 (1994). I would send the matter back to th e trial court for itS UPREME C OURT OF O HIO

24 to look to extrinsic evidence in order to determine the intent of the parties regarding the disputed rent-credit provision. {¶ 52} So, like the court of appeals, and unlike the majority and the other dissent, I believe a remand for fu rther proceedings is in order . But I believe that the court of appeals erred in fi nding that Beverage Holdings’ i nterpretation was manifestly absurd. As the majority correctly points out, the c ourt of appeals did not adequately respect the narrow scope of our manifest-absurdi ty doctrine. That doctrine should not be invoked to rescue a party from a harsh r esult of applying the clear meaning of a contract. Foster Wheeler Enviresponse, Inc. v. Franklin Cty.
Convention Facilities Auth. , 78 Ohio St.3d 353, 362, 678 N.E.2d 519 (1997). Rather, it is appropriately applie d only to interpretations tha t make the contract
incoherent in some fundamental w ay—perhaps by requiring a party to do something that is functionally impossible or by yielding nonsen se. {¶ 53} Here, there is nothing manifestly absurd about Beverage Holding s’s interpretation. As I have explain ed, whether Beverage Holdings ’s interpretation of the contract is even a bad deal for Lombardo depends on what ad ditional assumptions one makes about the m arket rental and sale value of the property. Indeed, this case illustrates the dangers of a court deploying the manifest-absurdity doctrine to protect against what it perceives to be a bad deal for one of the parties. Courts that get involved in assessing whether a contract is a b ad deal can often be
mistaken in that assessment. A nd, anyway, sometimes contractin g parties make
bad deals. The better course in deploying the manifest-absurdi ty doctrine is to stick with the face of the contract and ask whether a plain reading w ould render it fundamentally incoherent, such t hat no reasonable person would have agreed to it. Beverage Holdings’s interpretation of the contract is certainly not fundamentally incoherent in a way that would legitimate invoking the manifest -absurdity exception to the plain-meaning rule. Thus, while I would reman d the matter to theJanuary Term, 2019

25 trial court for it to look to extrinsic evidence to determine t he parties’ intent, I would do so without any presumption that Beverage Holdings’s interpre tation is absurd. 3

_________________ Polito Rodstrom Burke, L.L.P., Joseph T. Burke, and James D. Ro mer, for appellant. DiCaudo, Pitchford & Yoder, L.L.C ., J. Reid Yoder, and Benjamin R. Sorber, for appellee. Nee Law Firm, L.L.C., and Leigh S. Prugh, urging reversal for a micus
curiae West Shore Bar Association.
Haddad Law Office and Tina R. Ha ddad, urging reversal for amici curiae Harlan D. Karp and Tina R. Haddad.

_________________

3. We accepted five propositions of law. The disposition of th is case turns on the first proposition of law, which relates to the proper interpretation of the contr act. Based on how I would resolve this case, propositions two through four are moot. In the fifth pro position of law, Beverage suggests that when parties are of equal bargaining power, ambiguities ar e construed against the drafter of the contract. But most courts today do not apply the principle tha t ambiguities are construed against the drafter to contracts negotiated by sophisticated commercial parties represented by counsel. See Beanstalk , 283 F.3d at 858. This court has not yet explicitly held that the principle has no application to such disputes. But it has also never held that it applies w ithout first attempting to resolve the ambiguity through other means. Ohio courts routinely hold that to the extent that the principle of construing ambiguities against the drafter applies at all, it i s a secondary rule of construction that comes into play only when an ambiguity remains after a court ha s looked to extrinsic evidence. See Porterfield v. Bruner Land Co., Inc. , 2017-Ohio-9045, 103 N.E.3d 152, ¶ 19 (7th Dist.); Cline v. Rose , 96 Ohio App.3d 611, 615, 645 N.E.2d 806 (3d Dist.1994); Malcuit v. Equity Oil & Gas Funds, Inc. , 81 Ohio App.3d 236, 240, 610 N.E.2d 1044 (9th Dist.1992).