[Cite as Mezher v. Schrand, 2018-Ohio-3787.]

IN THE COURT OF APPEALS 

FIRST APPELLATE DISTRICT OF OHIO 

HAMILTON COUNTY, OHIO

MIKE MEZHER, 

 and 

JOSEPEH MEZHER, 

Plaintiffs-Appellants, 

 vs. 

JEFF SCHRAND, 

 and 

KARRI SCHRAND, 

Defendants-Appellees. 

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 APPEAL NO. C-180071 

 TRIAL NO. A-1705484 

 

 

 O P I N I O N.

Civil Appeal From: Hamilton County Court of Common Pleas 

Judgment Appealed From Is: Reversed and Cause Remanded 

Date of Judgment Entry on Appeal: September 21, 2018 

Kathleen Mezher & Associates and Kathleen D. Mezher, for Plaintiffs-Appellants, 

Graydon Head & Ritchey, LLP, and Michael A. Roberts, for Defendants-Appellees. 
OHIO FIRST DISTRICT COURT OF APPEALS 

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DETERS, Judge. 

{¶1} This is a dispute over the sale of a high-end residential property in Mt. 

Adams owned by defendants-appellees Karri and Jeff Schrand. Plaintiffs-appellants 

Joseph and Mike Mezher contend that the Schrands agreed by email to sell their 

home to Mike Mezher and that the Schrands breached that agreement. The 

Schrands argue that no agreement existed because of the requirements of the statute 

of frauds. For the reasons set forth below, we hold that a question of fact exists as to 

whether the parties intended to be bound by the email exchange. Therefore, we 

reverse the trial court’s judgment in favor of the Schrands, and we remand the cause 

for further proceedings. 

Background

{¶2} Joseph Mezher owns property at 1140 Fort View Place. In 2016, 

Joseph Mezher sought and received a building permit from the city of Cincinnati to 

build a new home on his property. The Schrands bought the property next door to 

Joseph Mezher in July 2017. Joseph Mezher’s father, Mike Mezher, spoke with the 

Schrands regarding the new-home construction plans, and he proposed renting a 

sidewalk on the Schrands’ property to aid in the construction. The Schrands 

responded by offering to sell their property to Mike Mezher. Mike Mezher 

negotiated with the Schrands through email about purchasing the property. 

{¶3} On September 29, 2017, Karri Schrand sent an email to Mike Mezher, 

stating, “Mike: We would like to wrap this up if there is still a conversation going 

regarding your potential purchase of our home. As you are aware your offer of 

$960,000 was way too low. We are countering with $1,000,000. We would 

appreciate a quick response. Karri and Jeff Schrand.” Mike responded, “Hi Karrie 
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[sic], The max that I can do is $980,000 as Cash closing with inspection contingency. 

(split the difference between us and call it a day). Let me know. Thanks, Mike.” Ms. 

Schrand responded, “Mike we have an agreement if we are at $985,000.” Mike 

responded: “I starched [sic] the amount it to go [sic] to 980K. However, will split it 

again with you because I want to be flexible. I am good at $982,500 for a purchase 

price Based on inception [sic] and customary closing. we can get a simple contract 

drafted Monday and have it signed by us Tuesday with the earnest money cashier 

check to you upon acceptance of contract by Tuesday. Please let me know, Mike[.]” 

The next morning, Ms. Schrand responded to Mike, “We accept.” Mike responded, 

in part, “Great, I agree too. Do you have some one [sic] to draw a simple contract 

(neutral contract). I am willing to do one if you like.” 

{¶4} The parties further discussed drafting a formal document, as well as 

inspection and closing timing, and earnest money. On October 5, Mike Mezher, his 

wife, and the home builder for his son’s property next door went to the Schrands’ 

home. At this meeting, Mike Mezher gave Ms. Schrand a document titled “Contract 

to Purchase Real Estate.” Christine Mezher signed the document as the buyer. The 

document stated that “[t]his offer expires Monday October 9, 2017 at 4:00 p.m. if not 

signed by the Buyer and Sellers.” The parties have differing accounts as to exactly 

what happened at this October 5 meeting, but both parties agree that an argument 

ensued and Ms. Schrand asked the group to leave the home. The Schrands never 

signed the document. 

{¶5} Mike and Joseph Mezher filed a complaint against Jeff and Karri 

Schrand, requesting specific performance of the real estate contract, a preliminary 

injunction, and pecuniary and punitive damages. The Schrands filed an answer, 
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asserting that no agreement had been reached, because the parties had merely been 

negotiating a potential purchase via email. The Schrands also filed a counterclaim 

for a declaratory judgment. 

{¶6} The Schrands filed a summary-judgment motion, arguing that no 

contract existed because the Schrands never signed the October 5 document, that any 

email “agreement” was barred by the statute of frauds, and that no meeting of the 

minds occurred. The Mezhers also filed a motion for partial summary judgment with 

respect to their claim for specific performance. The Mezhers argued that the 

September 29-30 email exchange constituted a contract and satisfied the statute of 

frauds. The trial court granted summary judgment in favor of the Schrands, finding 

that the September 29-30 email exchange between the parties did not satisfy the 

statute of frauds, because the emails did not describe the subject property with 

particularity. The Mezhers have appealed. 

Standard of Review 

{¶7} In two assignments of error, the Mezhers argue that the trial court 

erred in granting the Schrands’ motion for summary judgment, and the trial court 

should have ruled in favor of the Mezhers on their motion for summary judgment. 

We apply a de novo review of a trial court’s decision under Civ.R. 56(C). First Fin. 

Bank, N.A. v. Cooper, 2016-Ohio-3523, 67 N.E.3d 140, ¶ 9 (1st Dist.). Summary 

judgment is proper only where no genuine issues of material fact remain, the moving 

party is entitled to judgment as a matter of law, and it appears from the evidence that 

reasonable minds can come to but one conclusion, and with the evidence construed 

most strongly in favor of the nonmoving party, that conclusion is adverse to that 

party. Civ.R. 56(C). 
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Statute of Frauds 

{¶8} Ohio’s statute of frauds with respect to the sale of land, R.C. 1335.05, 

provides in relevant part: “No action shall be brought whereby to charge the 

defendant * * * upon a contract or sale of lands * * * unless the agreement upon 

which such action is brought, or some memorandum or note thereof, is in writing 

and signed by the party to be charged therewith * * *.” A writing satisfies the statute 

of frauds if it (1) identifies the subject matter, (2) establishes that a contract has been 

made, and (3) states the essential terms with reasonable certainty. LHPT Columbus, 

L.L.C. v. Capitol City Cardiology, Inc., 2014-Ohio-5247, 24 N.E.3d 712, ¶ 22 (10th 

Dist.). As to essential terms, the essential terms of a contract are “the identity of the 

parties to be bound, the subject matter of the contract, consideration, a quantity 

term, and a price term.” Alligood v. Procter & Gamble Co., 72 Ohio App.3d 309, 311, 

594 N.E.2d 668 (1st Dist.1991). “Because the statute of frauds only requires the 

memorandum contain the essential terms of the agreement, it need not contain all 

the terms of the agreement.” Fairfax Homes, Inc. v. Blue Belle, Inc., 5th Dist. 

Licking No. 05-CA-110, 2006-Ohio-2261, ¶ 28. Therefore, a contract to transfer land 

does not violate the statute of frauds because it fails to provide, for example, a closing 

date. Id.; McGee v. Tobin, 7th Dist. Mahoning No. 04 MA 98, 2005-Ohio-2119, ¶ 25. 

{¶9} The trial court granted summary judgment to the Schrands on the 

basis that the September 29-30 email exchange regarding the sale of the property did 

not satisfy the statute of frauds, because the property subject to the purported 

agreement was not described with enough particularity. We disagree, and the 

Schrands concede that this specific argument was not advanced to the trial court. 

Nevertheless, the Schrands contend that the trial court’s decision should be affirmed 
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on a different basis. See State ex rel. Carter v. Schotten, 70 Ohio St.3d 89, 92, 637 

N.E.2d 306 (1994) (a reviewing court cannot reverse a correct judgment on the sole 

basis that the trial court provided erroneous reasons to support its judgment). 

{¶10} In their motion for summary judgment, the Schrands rely on the terms 

of the October 5 document to argue that the September 29-30 email exchange failed 

to contain the essential terms of the agreement, such as the identity of the buyer, sale 

of items within the home, such as appliances and chandeliers, and the scope of the 

home inspection. However, as the Mezhers argue, the email exchange identified the 

sellers as Karri and Jeff Schrand and the buyer as Mike Mezher. The exchange 

identified the property as the Schrands’ home on Fort View, as stated in the subject 

line of the email chain. The exchange contained a sale price of $982,500. Finally, 

the emails contained an electronic signature of the parties to be charged. See R.C. 

1306.06(C) (where the law requires a signature of the party to be charged, an 

electronic signature suffices). But, the parties’ email exchange contemplated that the 

parties would sign a formal document. Thus, in determining whether the statute of 

frauds is satisfied, the question becomes whether the parties intended to enter into a 

contract at the time of the email exchanges. 

{¶11} An agreement can be specifically enforced even where the parties 

contemplated execution of a formal written document, so long as the parties have 

manifested an intent to be bound and their intentions are sufficiently definite. 

Normandy Place Assoc. v. Beyer, 2 Ohio St.3d 102, 105-106, 443 N.E.2d 161 (1982). 

In determining whether the parties intended to be bound, courts can look at the 

circumstances surrounding the parties’ discussion. 26901 Cannon Rd. LLC v. PSC 

Metals, Inc., 8th Dist. Cuyahoga No. 80986, 2002-Ohio-6050, ¶ 17. Moreover, the 
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question of whether the parties intended a contract is a factual question for the 

finder of fact. Normandy Place at 105, citing Arnold Palmer Golf Co. v. Fuqua 

Indus., Inc., 541 F.2d 584, 588 (6th Cir.1976) (applying Ohio law). 

{¶12} In this case, once the parties had agreed upon a purchase price, Mike 

Mezher stated, “we can get a simple contract drafted Monday and have it signed by 

us Tuesday with the earnest money cashier check to you upon acceptance of contract 

by Tuesday.” The Schrands responded, “We accept.” Even though this language 

indicated that both parties anticipated executing a formal document, neither party 

expressly indicated that a formally-executed document was necessary before the 

parties could be bound by the sale. 

{¶13} When the Mezhers presented the Schrands with a formal document on 

October 5, the identity of the buyer had changed from Mike Mezher to Christine 

Mezher. According to Ms. Schrand’s affidavit, she had not been made aware of 

Christine’s involvement until October 5. Mike Mezher’s affidavit does not address 

why the buyer had changed in the October 5 document. The October 5 document 

also contained other terms of the sale that had not been expressly agreed upon by the 

parties prior to that time, according to Ms. Schrand, including sale of items within 

the home, such as appliances and chandeliers, and the scope of the inspection 

contingency. 

{¶14} According to Ms. Schrand, at the October 5 meeting, Mike Mezher’s 

wife had stated to her that the Mezhers were “considering” buying the property. Ms. 

Schrand also averred that she had not received any earnest money at this meeting. 

According to Mike Mezher, he had the earnest money in the form of a $10,000 check 

at the October 5 meeting. Ms. Schrand further averred that the email exchange had 
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lacked many items that she had deemed customary or standard for a real-estate 

purchase agreement. 

{¶15} Given the circumstances surrounding the parties’ email exchange and 

later discussions, including that other terms of the sale had yet to be agreed upon, an 

issue of fact exists as to whether the parties had a present intention to be bound at 

the time of the email exchange, or whether the parties did not intend to be bound 

until execution of the more formal contract. Thus, the trial court erred in granting 

summary judgment to the Schrands, because a genuine issue of material fact exists 

as to whether a contract had been made. As a corollary, the trial court did not err in 

denying the Mezhers’ motion for summary judgment. 

Standing

{¶16} The Schrands argue that Mike and Joseph Mezher lack standing to 

pursue a breach-of-contract claim, because the October 5 document identified 

Christine Mezher as the buyer. This assertion lacks merit. As a general rule, “a 

particular party’s standing, or lack thereof, does not affect the subject-matter 

jurisdiction of the court in which the party is attempting to obtain relief.” Bank of 

Am., N.A. v. Kuchta, 141 Ohio St.3d 75, 2014-Ohio-4275, 21 N.E.3d 1040, ¶ 23. 

Except for subject-matter jurisdiction, issues not raised to the trial court cannot be 

raised for the first time on appeal. See Greenwood v. Taft, Stettinius & Hollister, 105 

Ohio App.3d 295, 302, 663 N.E.2d 1030 (1st Dist.1995). Moreover, the complaint 

alleged that the email exchange created a binding contract between the Schrands and 

Mike Mezher, not Christine. The complaint alleged that Joseph Mezher owned the 

Fort View building next door, subject to the demolition permit, which allegedly 

started the feud between the Schrands and the Mezhers. Joseph Mezher had a 
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particularized need for the sidewalk on the Schrands’ property to aid in construction, 

and therefore the Mezhers sought specific performance as a remedy. 

Conclusion 

{¶17} We sustain the Mezhers’ first assignment of error, and overrule the 

Mezhers’ second assignment of error. We reverse the judgment of the trial court and 

remand the cause for further proceedings. 

Judgment reversed and cause remanded. 

ZAYAS, P.J., andMYERS, J., concur. 

Please note: 

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