[Cite as G.A.I. Capital Group v. Lisowski, 2023-Ohio-4802.]

IN THE COURT OF APPEALS OF OHIO 

SEVENTH APPELLATE DISTRICT

MAHONING COUNTY

G.A.I. CAPITAL GROUP LLC,

Plaintiff-Appellee,

v.

EDWARD LISOWSKI et al.,

Defendants-Appellants.

OPINION AND JUDGMENT ENTRY

Case No. 23 MA 0052

Civil Appeal from the

Mahoning County Court No. 5 of Mahoning County, Ohio

Case No. 2022 CV F 00010

BEFORE:

Carol Ann Robb, Cheryl L. Waite, Mark A. Hanni, Judges.

JUDGMENT:

Affirmed in part, Reversed in part, Remanded.

Atty. Brian A. Coulter, Brouse McDowell LPA, for Plaintiff-Appellee and

Atty. Jeffrey A. Kurz, for Defendants-Appellants.

Dated: December 28, 2023
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Case No. 23 MA 0052

Robb, J.

{¶1} Appellants, Edward Lisowski, and Kimberly Lisowski and Concepts & 

Creativity, LLC, appeal the judgment granting Appellee, G.A.I. Capital Group, LLC, 

judgment and damages in the amount of $7,253.50 plus interest following a bench trial. 

Appellants raise nine assignments of error. 

{¶2} For the following reasons, we affirm in part, reverse in part, and remand for 

further proceedings. 

Statement of the Facts and Case

{¶3} Appellee filed suit in January of 2022 against Appellants Edward and 

Kimberly Lisowski individually and their limited liability company, Concepts & Creativity, 

LLC (hereafter C&C). Appellee purchased the building and acquired two leases listing 

Appellants as lessors. Appellants owned and operated a dance studio from the building 

until sometime in 2020. 

{¶4} Appellee listed three causes of action: breach of contract, breach of 

guaranty, and unjust enrichment. Appellee claimed that after it purchased the building, 

Appellants failed to pay their monthly lease total of $2,100 for July through October of 

2020. And after Appellants vacated the building, Appellee claims to have incurred 

damages to repair the interior and for trash removal. Attached to the complaint are 

Appellants’ leases, marked as exhibits A and B. 

{¶5} Appellants Edward Lisowski and Kimberly Lisowski filed separate answers, 

and Edward filed a cross-claim against Kimberly, his ex-wife. Appellants also filed 

separate summary judgment motions, which the trial court summarily overruled. 

{¶6} The case was heard at a bench trial in February of 2023. Three witnesses 

testified at trial. 

{¶7} Appellee’s first witness was Attorney John McNally, counsel for Canfield 

Properties, LLC, the company that leased the premises to Appellants and sold the real 

property to Appellee. McNally did not draft the lease agreements, but authenticated the 

two leases at trial. The 2009 lease required a monthly payment of $607 and the 2008 

lease required a monthly payment of $862.50. 
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{¶8} McNally likewise authenticated a ledger of amounts Appellants paid to 

Canfield Properties in 2020. The ledger reflects payments in the amount of $2,100 for 

January, February, March, April, and May. For the month of June 2020, the ledger 

indicates “free rent.” And for July, the ledger reflects payments in the amount of $1,050. 

(Trial Tr. 14-19; Exhibit C.) 

{¶9} The president of G.A.I. Capital Group, Terrill Vidale, also testified. He 

explained how his company, G.A.I., acquired the building and Appellants’ leases from 

Canfield Properties. It consisted of nine rental units. He testified twice that Appellants 

occupied five units, units B,C, D, I, and O, with a collective total monthly rent of $2,100. 

{¶10} G.A.I. was to first collect lease payments from Appellants beginning in July 

of 2020. Vidale dealt with both Edward and Kimberly regarding the property. Vidale said 

he never agreed to give Appellants free rent. 

{¶11} Vidale testified that when he encountered Appellants, they kept promising 

to pay him but never did. Finally, he gave them a three-day notice to vacate, and they 

moved out. (Trial Tr. 79-80, 96.) 

{¶12} He said Appellants were not prevented from cleaning out their rented units 

when they left. Vidale said he changed the locks at the end of October of 2020, but did 

not deny Appellants access to clean out their spaces. Vidale took photographs of the 

condition of the property when Appellants left. Appellee introduced his photographs of 

the damaged floor, walls, and discarded items left in the spaces. Because he is a 

commercial landlord, he usually takes photographs when a tenant leaves a property. 

Vidale paid $1,800 to have the units cleaned and repaired. (Trial Tr. 63-67.) On crossexamination, he said he did not remember whether the mirrors were still on the walls 

when Appellants vacated the units. He did not remove the mirrors, but he paid another 

individual to do it. The walls were damaged from where the mirrors were hung requiring 

resurfacing of drywall. (85-87.)

{¶13} Janice Semple was the sole defense witness to testify. She was C&C’s 

office manager and is Kimberly’s mother. Semple was not present when any of the leases 

were agreed upon or executed. She described Edward as not being active in the day-today business operations. She explained how he mostly helped Kimberly when something 

needed repaired or for maintenance. (Trial Tr. 103-105; 119.) 
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Case No. 23 MA 0052

{¶14} Semple was present during an August 2020 meeting between Kimberly, 

Edward, and Vidale. During this meeting, Vidale expressed concerns that Appellants had 

not yet re-signed their lease. She recalls he was also asking for rent payments at this 

meeting. 

{¶15} According to Semple, Kimberly refused to sign a new lease because her 

number of students had significantly reduced due to Covid-19. Semple stated Kimberly 

volunteered to leave the space, but Vidale indicated he did not want an empty building. 

Semple stated: “[Vidale] did not want the building empty. He was afraid the banks were 

going to come back on him because he - - he said he had a million dollar loan with the 

bank * * *.” When Semple was asked about whether he told Appellants not to pay rent, 

she said, “He said not to worry about it.” (Trial Tr. 103.) 

{¶16} Semple explained on cross-examination that the dance company was not 

actually using the space during these last few months because of Covid-19, but they did 

keep their dance studio property there. The dance classes were being held outside and 

at another location because of the pandemic. They had very low enrollment numbers. 

(Trial Tr. 128-129.) 

{¶17} C&C vacated the premises on October 30, 2020. Semple agreed the 

photos of the units accurately depicted the condition of the premises when they left. They 

intended to return to remove trash, but according to Kimberly, Vidale had changed the 

locks. They left mirrors hanging on the walls and a pile of trash. Semple said that they 

did not contact Vidale in order to gain access and finish their clean up. She stated, 

“[w]hen you’re told you have to stay away that’s what you do.” (Trial Tr. 110-117.) 

{¶18} No party or individual who was present when either lease agreement was 

negotiated or executed testified at trial. 

{¶19} The parties submitted proposed findings of fact and conclusions of law, and 

the trial court issued judgment in Appellee’s favor on March 17, 2023. The court rejected 

Appellants’ statute of conveyances and statute of frauds arguments. It explained the 

leases were for a term of less than three years, and the leases were validated via the 

parties’ partial performance since Appellants had occupied the space and paid rent for 

more than a decade. 
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Case No. 23 MA 0052

{¶20} The trial court found there was no ambiguity in either lease agreement and 

that the “Tenant” as defined in both included the limited liability company and its members. 

The court stated in part: “the Court holds that all Defendants are parties to both Lease 

Agreements and that they are jointly and severally liable for Plaintiff’s damages. The 

plain language of the Lease Agreements defines the Tenant as, ‘Concepts & Creativity 

LLC Members dba Dance Studio.’ This description, although unusual, is plain, ordinary 

language.” (March 17, 2023 Judgment). And upon assigning meaning to all words in the 

contract, the court found the word “Members” in the “Tenant” definition made the 

members, Kimberly and Edward, personally liable, in addition to the company. (March 

17, 2023 Judgment).

{¶21} The trial court found Kimberly personally guaranteed both leases, whereas 

Edward only personally guaranteed the second lease agreement. It found Appellants had 

breached the lease agreements and awarded damages to Appellee in the amount of 

$7,253.50 against all Appellants joint and several, i.e., C&C, Edward, and Kimberly. It 

further concluded there was no just reason for delay. (March 17, 2023 Judgment). 

Appellants collectively appealed the court’s judgment. 

{¶22} The trial court granted Appellants’ requested stay of its judgment pending 

appeal. 

Personal Liability for Lease Agreements

{¶23} Appellants consolidate their first three assigned errors, which assert:

“The trial court erred when it: (I) Found the leases to be unambiguous and 

interpreted the lease terms in a light most favorable to the drafter instead of the nondrafting party; (II) Found Kim Lisowski personally liable on the 1st lease as a lessee and 

guarantor; and (III) Found Kim and Ed Lisowski both personally liable on the 2nd lease a 

lessees and guarantors.” 

{¶24} Appellants first contend the lease agreements are ambiguous as to who the 

“tenant” or “lessor” is, and thus, they assert both leases should be construed against 

Appellee. Appellants claim that both leases are only binding on their company, and not 

Edward and Kimberly individually. 

{¶25} Second, Appellants claim the guarantee set forth in paragraph 22 of both 

leases is not binding in light of the manner that Edward and Kimberly signed the contract 
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Case No. 23 MA 0052

as “members” of the LLC, not in their individual capacities. Consequently, Appellants 

claim the court erred by finding their signatures, in which they indicate they were signing 

in a representative capacity, also bound them as personally guaranteeing the leases. 

Appellants claim the trial court’s judgment finding them personally responsible must be 

reversed. For the following reasons, we disagree. 

{¶26} This appeal concerns two agreements by which Appellants leased certain 

units in a building owned by Appellee. For the most part, the lease agreements are the 

same and arise from the same form agreement. Each agreement leases certain units in 

the same building to Appellants. 

{¶27} There is no dispute about the property Appellants rented or the authenticity 

of the two lease agreements introduced at trial. Appellants do not challenge the court’s 

breach of contract conclusion—they dispute who the tenant is under each lease and who 

is responsible for the breach. 

{¶28} The construction of contracts is a matter of law, which we review de novo 

and without regard to the trial court’s holding. Cent. Funding, Inc. v. CompuServe

Interactive Servs., Inc., 10th Dist. No. 02AP-972, 2003-Ohio-5037, ¶ 42, citing Alexander

v. Buckeye Pipe Line Co., 53 Ohio St.2d 241, 374 N.E.2d 146 (1978), paragraph one of 

the syllabus. We must read the applicable contract in its entirety, give effect to each 

provision, and ascertain the intent of the parties from considering it as a whole. Saunders

v. Mortensen, 101 Ohio St.3d 86, 2004-Ohio-24, 801 N.E.2d 452, ¶ 16. “Courts should 

attempt to harmonize provisions and words so that every word is given effect.” Christe v.

GMS Mgt. Co., 124 Ohio App.3d 84, 88, 705 N.E.2d 691 (9th Dist.1997).

When construing a contract, a court's principle objective is to ascertain and 

give effect to the intent of the parties. Hamilton Ins. Servs., Inc. v.

Nationwide Ins. Cos., 86 Ohio St.3d 270, 273, 1999 Ohio 162, 714 N.E.2d 

898 (1999). “The intent of the parties to a contract is presumed to reside in 

the language they chose to employ in the agreement.” Kelly v. Med. Life

Ins. Co., 31 Ohio St.3d 130, 31 Ohio B.R. 289, 509 N.E.2d 411 (1987), 

paragraph one of the syllabus. Thus, where the terms of a contract are 

clear and unambiguous, a court cannot look beyond the plain language of 

the agreement to determine the rights and obligations of the parties. Cocca
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Case No. 23 MA 0052

Dev., 7th Dist. No. 08MA163, 2010-Ohio-3166, at ¶ 26, citing Aultman

Hospital Ass'n v. Community Mut. Ins. Co. (1989), 46 Ohio St.3d 51, 53, 

544 N.E.2d 920 (1989). However, if a contract is reasonably susceptible to 

more than one meaning, then it is ambiguous and extrinsic evidence of 

reasonableness or intent can be employed. Id., citing City of Steubenville v.

Jefferson Cty., 7th Dist. No. 07JE51, 2008-Ohio-5053, ¶ 22.

7 Med. Sys., LLC v. Open MRI of Steubenville, 7th Dist. Jefferson No. 11 JE 23, 2012-

Ohio-3009, ¶ 27.

{¶29} When construing a contract, we must employ the plain meaning of the terms 

used, unless a manifestly absurd outcome results or if there is clear evidence of a different 

meaning when reviewing the agreement in total. Alexander v. Buckeye Pipeline Co., 53 

Ohio St.2d 241, 245, 374 N.E.2d 146 (1978); Cooper Tire & Rubber Co. v. Warner

Mechanical Corp., 3d Dist. Hancock No. 5-06-39, 2007-Ohio-1357, ¶ 10. 

{¶30} Furthermore, courts review guarantee agreements like any other contract, 

which are governed by the plain language of the terms used in the writing. O'Brien v.

Ravenswood Apartments, Ltd., 169 Ohio App. 3d 233, 240-241, 862 N.E. 2d 549 (2006), 

citing Stone v. Natl. City Bank, 106 Ohio App.3d 212, 217, 665 N.E.2d 746 (8th Dist.1995), 

cause dismissed, 74 Ohio St.3d 1495, 658 N.E.2d 1064 (1996). 

{¶31} “To construe or interpret what is already plain is not interpretation” and is 

not our function when a writing is unambiguous. Lake Hosp. Sys., Inc. v. Ohio Ins. Guar.

Assn., 69 Ohio St.3d 521, 524, 634 N.E.2d 611 (1994), quoting Iddings v. Bd. of Edn. of

Jefferson Cty. School Dist., 155 Ohio St. 287, 290, 98 N.E.2d 827 (1951) (addressing 

statutory construction). Absent an ambiguity, courts must apply a guarantee or contract 

“as written and conduct no further investigation.” State v. Hurd, 89 Ohio St.3d 616, 2000-

Ohio-2, 734 N.E.2d 365, citing State ex rel. Herman v. Klopfleisch, 72 Ohio St.3d 581, 

584, 651 N.E.2d 995 (1995) (addressing statutory language). 

{¶32} The first lease dated September 1, 2008, concerns 1150 square feet of 

space referred to as Suite 0, and requires the payment of $862.50 per month. (Exhibit 

A.)

{¶33} The second lease dated September 1, 2009, concerns 1120 square feet of 

space referred to as Suites B, C, and D, and requires the payment of $607 per month 
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Case No. 23 MA 0052

(Exhibit B.) The written lease agreements only reference four units. Notwithstanding, 

Vidale testified Appellants were renting five total units, i.e., units B, C, D, I, and O. Both 

leases state at the top of the first page: 

LEASE AGREEMENT

This Agreement made and entered into this * * * day * * * by and between 

Canfield Properties hereinafter referred to as “Landlord” and Concepts & 

Creativity LLC Members dba Dance Studio, hereinafter referred to as 

“Tenant”. 

{¶34} Paragraph 16, titled “Notices” on the second page of both lease agreements 

states where notices and demands are to be mailed regarding the lease agreements. 

This paragraph states in part that any notices or demands “shall be mailed” and 

addressed as follows: “TENANT: Kim & Ed Lisowski/ Concepts & Creativity LLC 

Members.” 

{¶35} Both lease agreements also contain the same paragraph 22 on page three, 

which states: 

“22. Personal Guarantee. I _Kim & Ed Lisowski_ in order to induce the 

lessor to enter in to the above lease agreement hereby personally guaranty 

the performance of the obligation of lessee describe[d] there in. [sic.]” 

(Emphasis sic.) (Exhibits A & B.) 

{¶36} As for signatures, the 2008 lease agreement, Exhibit A, was signed by the 

landlord’s representative and under the tenant’s line it states:

TENANT

Mr. & Mrs.

dba Concepts & Creativity, LLC

BY: Member, Kimberly Lisowski

(Exhibit A.) The italicized and underlined portion of the above is handwritten in cursive, 

whereas the other words are typewritten. The 2008 lease was not signed by Edward 

Lisowski. 

{¶37} The signature lines for the 2009 lease states:

“TENANT

Mr. & Mrs.
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Case No. 23 MA 0052

dba 

BY: Kimberly Lisowski

“TITLE: member”

{¶38} The 2009 lease was also signed “Edward Lisowski, Member” at the bottom 

left-side of the same page across from where Kimberly signed. The date next to 

Kimberly’s signature is handwritten as 8-30-09, and the date next to Edward’s signature 

is handwritten as 8-31-09. (Exhibit B.) 

{¶39} Both agreements have the terms “Mr. & Mrs.” preprinted in the signature 

block and neither Edward nor Kimberly signed in this area. (Exhibits A & B.) 

{¶40} As stated, Appellants contend the foregoing contractual language is 

ambiguous and requires extrinsic evidence to ascertain the parties’ intent. Appellee 

counters the same is unambiguous and should be applied as written. 

{¶41} A plain reading of the agreements shows the tenant for each lease is 

identified as the members of the limited liability company. Both leases state “Concepts & 

Creativity LLC Members dba Dance Studio, hereinafter referred to as ‘Tenant’.” 

{¶42} “‘Member’ means a person that has been admitted as a member of a limited 

liability company under section 1706.27 of the Revised Code and that has not dissociated 

as a member.” R.C. 1706.01. Members of a limited liability company are not generally 

responsible for the agreements or debts of the limited liability company to which they are 

a member. R.C. 1706.26. However, this general rule does not apply when the plain 

language of a contract binds the members individually. 

“An officer of a corporation is not personally liable on contracts * * * for which 

his corporate principal is liable, unless he intentionally or inadvertently binds 

himself as an individual.” Centennial Ins. Co. Of New York v. Vic Tanny

Internat'l. Of Toledo, Inc. (1975), 46 Ohio App.2d 137, 142; Spicer v. James

(1985), 21 Ohio App.3d 222; Hommel v. Micco (1991), 76 Ohio App.3d 690, 

697; and Heritage Funding & Leasing Co. v. Phee (1997), 120 Ohio App.3d 

422. Whether or not a corporate officer can be held personally liable 

depends upon “the form of the promise and the form of the signature.” 

Spicer, supra at 223. If there is a question as to whether or not a person 

signed a contract in an individual or corporate capacity, parol evidence is 
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Case No. 23 MA 0052

admissible to show representative capacity. Wise v. Duker (1988), 57 Ohio 

App.3d 62, 63.

Michael Benza & Assoc. v. Joh-Mar Co., 8th Dist. Cuyahoga No. 73875, 1999 WL 13987, 

*2. 

{¶43} Upon reviewing the agreements as a whole and when giving all the lease 

terms meaning, we conclude the lease agreements as written are not ambiguous and 

there is “no question” as to what capacity Appellants signed them. 

{¶44} Both leases make it clear the members of the limited liability company, not 

C&C, are the tenant. This is the only reasonable conclusion upon reading the definition 

of “Tenant” and the agreement in its entirety. “Tenant” is defined as “Concepts & 

Creativity LLC Members dba Dance Studio * * *.” There is no comma or “and” between 

the terms “LLC” and “Members”. The leases do not identify the company as the tenant, 

but states the company’s members are the tenants. 

{¶45} Further, there are additional references throughout the agreements where 

the term “Tenant” is written. Each is accompanied by the names of the individual 

members, i.e., Edward and Kimberly Lisowski. Thus, we conclude the tenant consists of 

only the members of the LLC—not the LLC and its members. 

{¶46} This conclusion is also bolstered by the personal guarantee clause in 

paragraph 22 of both versions of the lease. 

{¶47} “If a person can read and is not prevented from reading what he signs, he 

alone is responsible for his omission to read what he signs.” Haller v. Borror Corp., 50 

Ohio St.3d 10, 14, 552 N.E.2d 207 (1990). Parties to an agreement have an obligation 

to read what they are signing. See E. Liverpool v. Owners Ins. Co., 2021-Ohio-1474, 171 

N.E.3d 1207, ¶ 69 (7th Dist.), appeal not allowed sub nom. Liverpool v. Owners Ins. Co., 

165 Ohio St.3d 1424, 2021-Ohio-3730, 175 N.E.3d 571. 

{¶48} If Appellants’ intent was not to be personally bound, then they should have 

crossed out certain provisions or asked to change the lease terms. Alternatively, they 

could have looked elsewhere for a different space to rent. Naming the LLC members as 

the tenant is not customary, but this is what the plain language of the leases state. It is 

not our function to rewrite the lease terms to what we think the parties meant. Instead, 

we must apply it as written. 
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Case No. 23 MA 0052

{¶49} As for Appellants’ second argument, we disagree that the manner in which 

Edward and Kimberly signed the contracts dictates their responsibility under the lease 

agreements. While the way they signed is relevant, it does not override the otherwise 

clear contract language defining “Tenant” as the LLC members and stating Edward and 

Kimberly were personally guaranteeing the obligations of the lessee. Thus, this argument 

lacks merit. 

{¶50} It is possible Edward and Kimberly inadvertently bound themselves based 

on their failure to read what they were signing or failure to secure counsel to review the 

agreements. Regardless of the reason, this court must enforce the agreements as written 

consistent with the plain language. Upon doing so, we find Kimberly personally 

responsible for all outstanding lease payments due under both leases and Edward liable 

for the lease payments associated with the second lease dated September 1, 2009, 

regarding Suites B, D, and E, joint and several with Kimberly. 

{¶51} Thus, Appellants’ arguments, listed as their first three assigned errors, lack 

merit. 

{¶52} However, to the extent the trial court found C&C responsible for the 

judgment, we disagree. Further, to the extent the trial court found Edward responsible 

for the rent associated with the lease signed in the year 2008 we likewise disagree. As 

is further detailed under assignment of error number four, we do not find Edward 

responsible for damages arising from the lease agreement that he did not sign.

{¶53} However, because the damage award is not readily divisible based on the 

record, we remand for the limited purpose of determining which part of the judgment is 

joint and several and flowing from the 2009 lease, and which part of the judgment arises 

from the 2008 lease, such that it is Kimberly’s sole responsibility. 

Statute of Frauds and the Statute of Conveyances

{¶54} Appellants’ fourth assignment contends: 

“The trial court erred when it found that the Statute of Frauds and the Statute of 

Conveyances did not preclude the enforceability of the leases against Kim and Ed 

Lisowski.” 

{¶55} Appellants assert the lease agreements are unenforceable since both 

violate the statute of frauds and statute of conveyances. 
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Case No. 23 MA 0052

{¶56} The statute of conveyances requires all leases lasting three years or more 

to be acknowledged and witnessed by an official, such as a notary public. R.C. 

5301.01(A); R.C. 5301.08. Both lease agreements here were for a term of 2.5 years, and 

thus, the statute of conveyances is inapplicable. Id. 

{¶57} Further, once the 2.5-year lease terms expired, the leases became monthto-month leases. See generally Baer v. Hendren, 2017-Ohio-6933, 94 N.E.3d 1156, ¶ 18 

(3rd) Dist.) (when a lease is deemed invalid and requires monthly payments, it creates a 

tenancy from month to month); Wineburgh v. Toledo Corporation, 125 Ohio St. 219, 222, 

181 N.E. 20 (1932); Burger v. Buck, 11th Dist. Portage No. 2008-P-0041, 2008-Ohio6061, ¶ 39. Thus, we find no violation of the statute of conveyances and conclude this 

aspect of Appellants’ fourth assigned error lacks merit. 

{¶58} Appellants additionally contend that neither lease agreement is enforceable 

against them because Kimberly signed only in her representative capacity and Edward 

only signed one of the two agreements, also indicating he was signing as a member and 

in his representative capacity. Further, Appellants aver the only lease Edward signed 

shows he signed the lease as a witness. Thus, they claim the statute of frauds invalidates 

both agreements. We disagree in part. 

{¶59} Ohio’s statute of frauds is codified in Chapter 1335 of the Ohio Revised 

Code. The statute of frauds requires certain contracts to be in writing. 

{¶60} R.C. 1335.04 provides: “No lease * * * shall be assigned or granted except 

by deed, or note in writing, signed by the party assigning or granting it, or his agent 

thereunto lawfully authorized, by writing, or by act and operation of law.” 

{¶61} R.C. 1335.05 states in part, “[n]o action shall be brought * * * upon a contract 

or sale of lands * * * or interest in or concerning them * * * unless the agreement upon 

which such action is brought * * * is in writing and signed by the party to be charged

therewith or some other person thereunto by him or her lawfully authorized.” 

{¶62} “Agreements that do not comply with the statute of frauds are 

unenforceable.” Qutifan v. Shafiq, 2016-Ohio-4555, 70 N.E.3d 43, ¶ 13 (10th Dist.), citing 

Hummel v. Hummel, 133 Ohio St. 520, 14 N.E.2d 923 (1938). The purpose of the statute 

of frauds is to ensure that transfers of real property are reliable and to discourage 
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Case No. 23 MA 0052

fraudulent claims. N. Coast Cookies, Inc. v. Sweet Temptations, Inc., 16 Ohio App.3d 

342, 348, 476 N.E.2d 388 (8th Dist.1984). 

{¶63} A review of the lease agreements signed by Edward and Kimberly shows 

both define the tenants as “Concepts & Creativity LLC Members dba Dance Studio, 

hereinafter referred to as ‘Tenant’.” (Emphasis added.) Thereafter, both lease 

agreements state they are personally guaranteed by Edward and Kimberly Lisowski. 

Both leases additionally identify Edward and Kimberly Lisowski as contacts when 

identifying tenants for official notices and demands regarding the contract. 

{¶64} The fact that Edward signed the lease on the third blank space under the 

heading for “Witnesses” does not invalidate his contractual obligations or make his 

signature invalid. To the contrary, it appears likely that the lines under the term “Tenant” 

had evidently already been used by Kimberly when signing the lease. And Edward signed 

on the blank line across from her signature on the left-hand-side of the page, albeit under 

the Witness heading, a day later. Further, there are two lines for witnesses above his 

signature and under the Witness heading which remain blank. 

{¶65} Consequently, the manner or the way in which Edward signed his name 

does not invalidate the plain language of the contract. 

{¶66} The same also applies to Kimberly. While her signature indicates she was 

signing as a member of C&C, her signature is consistent with the way the word Tenant is 

defined in the lease agreements. 

{¶67} Notwithstanding, Appellants’ argument about the statute of frauds has merit 

in part. Edward should not be found a party to and responsible for the 2008 lease that 

names him as a party, but which he did not sign. We are not invalidating this lease, but 

finding it is unenforceable against Edward since he did not sign it. Thus, this assigned 

error has merit in part. 

Trial Court Interference

{¶68} Appellants’ fifth alleged error claims:

“The trial court abused its discretion when it improperly interfered with defense 

counsel’s cross examination and precluded Defendants from introducing relevant 

evidence of Terrill Vidale’s motives, actions and statements.”
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{¶69} Appellants claim the trial court’s behavior during trial was an abuse of 

discretion and caused their case to fail on the merits. They claim the trial court improperly 

precluded defense from cross-examining Vidale based on its interjections and 

independent questioning of the witness mid-trial when there were no objections. Appellee 

argues the court’s conduct was reasonable case flow control. 

{¶70} Evid.R. 614 states in part: 

(B) Interrogation by Court. The court may interrogate witnesses, in an 

impartial manner, whether called by itself or by a party.

(C) Objections. Objections to the calling of witnesses by the court or to 

interrogation by it may be made at the time or at the next available 

opportunity when the jury is not present.

{¶71} Appellants did not object to the court’s questioning about which they now 

claim was error. Thus, they waived all but plain error, which may only be recognized in 

extremely rare instances when the error seriously affects the basic fairness, integrity, 

reputation, or legitimacy of the judicial process. Vermeer of S. Ohio, Inc. v. Argo Constr.

Co., 144 Ohio App.3d 271, 275, 760 N.E.2d 1 (2001).

{¶72} Further, the trial court has discretion to control the flow of the trial. Evid.R. 

611(A), “Control by Court” states:

The court shall exercise reasonable control over the mode and order of 

interrogating witnesses and presenting evidence so as to (1) make the 

interrogation and presentation effective for the ascertainment of the truth, 

(2) avoid needless consumption of time, and (3) protect witnesses from 

harassment or undue embarrassment. 

{¶73} Courts are afforded greater flexibility when questioning witnesses during

bench trials since there is no jury to be influenced by the judge’s demeanor. State v.

Skerkavich, 8th Dist. Cuyahoga No. 105455, 2019-Ohio-4973, 149 N.E.3d 1120, ¶ 16. 

Further, a trial court's interrogation of a witness is not necessarily improper or one-sided 

because it elicits evidence that is damaging to one of the parties. Henry v. Richardson, 

12th Dist. Butler No. CA2010-05-110, 193 Ohio App.3d 375, 2011-Ohio-2098, 951 N.E.2d

1123, ¶ 24. 
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Case No. 23 MA 0052

{¶74} Here, Appellants claim they were prevented from eliciting testimony about 

Vidale’s alleged motive to lie. They claim the court’s interruption of their crossexamination of Vidale did not allow them to secure essential testimony about his allegedly 

false statements in his bank loans. Appellants claim he had motive to lie and retract his 

alleged promises to allow them to remain in the building rent free. 

{¶75} Appellants’ cross-examination of Vidale included the following exchange: 

Q * * * Did you take out a loan to buy this property? 

A Yes. 

Q And you took that loan out from a banking institution; right? 

A Correct. 

Q And as part of that you had to make representations to them as to what 

rent you were receiving; is that right? 

A A rent (indiscernible); correct. 

Q Right. So if you were to not be receiving rent for a space then that would 

be a misrepresentation you would have made at the time of the application 

for a loan; right? 

THE COURT: Wow. Not even an issue right now. 

THE WITNESS: Yeah, I'm -- where is this going?

* * * 

THE COURT: I'm sorry? 

MR. KURZ: It goes to motive, Judge. 

THE COURT: Motive for what, Attorney Kurz? 

MR. KURZ: For making a representation that there was rent to be paid 

when it wasn't. 

THE COURT: To a party that is not here on a mortgage that is not in issue 

with evidence that I don't have before me. So I'm not sure how that's helpful.

(Trial Tr. 70-71.) 

{¶76} Appellants claimed they were prevented from showing Vidale had a motive 

to lie about a promise to give them free rent, which allegedly contradicted assurances 

made in loan documents. Appellants assert they were prevented from presenting 

evidence about this alleged motive. We disagree. 
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{¶77} Although the trial court seemed to interject its disapproval of this question 

and its relevance, it still allowed counsel to explain what he was seeking to establish. 

Thereafter, the court did not prevent him from introducing evidence or eliciting testimony 

in any manner. Further, there was no jury to be impacted by the court’s commentary. 

Thus, they fail to establish plain error. Accordingly, this assigned error is overruled. 

Damages Testimony

{¶78} Appellants’ sixth assignment of error claims: 

“The trial court abused its discretion when it permitted Plaintiff to introduce 

inadmissible hearsay to prove damages for repairs and trash removal.” 

{¶79} Appellants generally challenge the court’s basis for its damage award. 

Damages for a breach of contract should place the injured party in as good a position as 

it would have been in but for the breach. These “expectation damages” are limited to the 

plaintiff’s actual loss, which the plaintiff must establish with reasonable certainty. Textron

Fin. Corp. v. Nationwide Mut. Ins. Co., 115 Ohio App.3d 137, 144, 684 N.E.2d 1261 (9th 

Dist.1996), citing Doner v. Snapp, 98 Ohio App.3d 597, 601, 649 N.E.2d 42 (1994). 

{¶80} Appellants claim the court erred by allowing the introduction of an exhibit 

into evidence showing the amount Appellee paid to clean and restore the property. They 

claim Vidale should not have been allowed to testify as to what work was done since he 

neither performed the work, nor was he present when it was performed. Thus, they claim 

his testimony is hearsay. We disagree. 

{¶81} Trial courts generally have broad discretion in the admission of evidence, 

which we review for an abuse of discretion. State v. Jordan, 10th Dist. Franklin No. 06AP96, 2006-Ohio-6224, ¶ 19. 

{¶82} Contrary to Appellants’ argument, Vidale testified that he personally hired 

someone to clean out the units and repair the drywall. He paid them $1,800, which is the 

amount reflected in Exhibit D. (Trial Tr. 65-66.) Thus, this is not an out of court statement 

offered for the truth of the matter of asserted, but in court testimony by an individual with 

knowledge as to what his company paid. Thus, this was not hearsay. Evid.R. 801(C). 

{¶83} As for the alleged work done to repair the damaged drywall and trash 

removal, Appellee introduced photographs depicting the condition of the units after 

Appellants vacated the premises. Vidale testified he took the photographs and they 
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Case No. 23 MA 0052

accurately depicted the property’s condition, including the trash and furniture left behind. 

(Trial Tr. 59-62; Exhibit D.) While he did not recall whether the mirrors were still hanging 

at the time Appellants vacated the premises, this does not preclude his recovery of this 

aspect of his claim. It is reasonable to conclude that the removal of the mirrors was 

warranted before Vidale rented the space to another. 

{¶84} Furthermore, the only evidence to the contrary, was Semple’s testimony. 

She testified that when Appellants vacated the property, the mirrors were still adhered to 

the walls, but she confirmed the photographs did otherwise depict the units in the 

condition when Appellants vacated the property. Further, when she reviewed one of the 

photographs in Exhibit D, Semple opined it did not depict damage to the drywall. Instead, 

she claimed the walls only needed painted, not drywall repair work. (Trial Tr. 117, 125-

126.) 

{¶85} The foregoing testimony and evidence about the damage was before the 

court for it to consider when determining its damage award. Based on the record, we find 

no error. Accordingly, this assigned error lacks merit. 

Seventh, Eighth, & Ninth Assignments of Error

{¶86} Appellants’ seventh assigned error contends: 

“The court’s decision was in error as it was against the manifest weight of the 

evidence.” 

{¶87} Appellants’ combined assignments of error eight and nine assert: 

“The trial court erred and abused its discretion when it (VIII) granted damages for 

normal wear and tear; and (IX) failed to apply Defendants’ deposits against the award of 

damages.” 

{¶88} Because Appellants’ arguments in these assignments overlap, we address 

them collectively. 

{¶89} Appellants first assert there were no witnesses to testify who were present 

when the leases were signed about the contract ambiguity, and as such, the court’s 

decision is against the weight of the evidence. However, because we find the lease 

unambiguous, this contention is of no consequence since the plain language of the lease 

agreements dictates the outcome. 
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Case No. 23 MA 0052

{¶90} Next, Appellants claim Attorney McNally’s testimony about the contract and 

his interpretation of it is correct. Again, however, procuring the plain meaning of a written 

instrument is a question of law for the court to decide. Alexander v. Buckeye Pipeline

Co., 53 Ohio St.2d 241, 245, 374 N.E.2d 146 (1978). Thus, his opinion about the validity 

of the leases or in what capacity Appellants signed the agreements, has no impact on our 

decision. Id.

{¶91} Appellants also claim error based on alleged inconsistent allegations in 

Appellee’s complaint versus what was established at trial. Specifically, Appellants assert 

Appellee’s damages should not be allowed to exceed those claimed in Appellee’s 

complaint. They also raise a factual discrepancy about the name of Unit 0, which was 

later identified as Unit N. 

{¶92} A plaintiff’s complaint must generally plead sufficient operative facts to 

support recovery for his or her claims. Tuleta v. Med. Mut. of Ohio, 8th Dist. Cuyahoga 

No. 100050, 2014-Ohio-396, 6 N.E.3d 106, ¶ 12. A general averment about the damages 

does not preclude more specific trial testimony. 

{¶93} Regarding the amount of cleanup costs associated with Appellants’ units, 

Appellee’s complaint alleges it incurred “approximately $1,000” for cleaning and other 

costs to remediate the units. This allegation was in the complaint and is consistent with 

the evidence offered at trial. Further, the discrepancy about the name of the rental unit 

was raised at trial, adequately explained, and the court found the issue was of no 

consequence. These arguments lack merit. 

{¶94} Appellants next claim the court erred by awarding normal wear and tear 

damages under the lease agreements. This issue was not raised during trial, there is no 

evidence or argument on the issue, and it is therefore waived. Quick v. Jenkins, 7th Dist. 

Columbiana No. 13 CO 4, 2013-Ohio-4371, ¶ 27, citing Litva v. Richmond, 172 Ohio 

App.3d 349, 2007-Ohio-3499, 874 N.E.2d 1243, ¶ 18 (7th Dist.). Notwithstanding, Vidale 

testified he paid someone $1,800 to clean Appellants’ unit, and Appellee introduced 

photographs depicting garbage left behind and damaged drywall. Thus, this argument 

lacks merit. 

{¶95} Appellants also claim the court failed to apply the deposits under both lease 

agreements. We disagree. The trial court deducted the amount of both deposits when 
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Case No. 23 MA 0052

calculating Appellee’s damage award in the Damages section of its decision. (March 17, 

2023 Judgment.) Thus, this argument lacks merit. 

{¶96} Finally, Appellants complain the trial court erred by awarding Appellee 

$2,100 per month in damages when the rent indicated in the lease agreements do not 

equal that amount. Instead, the monthly total is $1,459.50 when adding the amounts in 

the two lease agreements. 

{¶97} “[J]udgments supported by some competent, credible evidence going to all 

the essential elements of the case will not be reversed by a reviewing court as being 

against the manifest weight of the evidence. C.E. Morris Co. v. Foley Constr. Co. (1978), 

54 Ohio St.2d 279, 8 O.O.3d 261, 376 N.E.2d 578, syllabus.” Dugan & Meyers Constr.

Co. v. Ohio Dept. of Adm. Servs., 10th Dist. No. 03AP-1194, 162 Ohio App.3d 491, 2005-

Ohio-3810, 834 N.E.2d 1, ¶ 49, aff'd, 113 Ohio St.3d 226, 2007-Ohio-1687, 864 N.E.2d 

68. 

{¶98} The trial court’s judgment under “UNDISPUTED FACTS * * * d. Damages” 

states: “The parties agree that at the time of the vacation of the premises, Defendants 

were paying the amount of $2,100 per month for the combined space.” (March 17, 2023 

Judgment.) 

{¶99} Although there was no on the record agreement or stipulation to this fact, 

Appellants did not challenge Vidale’s testimony that they owed him $2,100 per month in 

lease payments or present evidence to the contrary. He testified to this fact twice. Vidale 

testified he was to receive $2,100 per month from Appellants for collective rent for five 

units. The lease agreements only list four units. He said he only received $1,400 for 

July’s rent, which fell short of the $2,100 owed for that month. Thus, they still owed $700 

for July of 2020 ($2,100 minus $1,400 is $700). There was no objection to this testimony. 

Moreover, it is undisputed they did not pay for the months of August, September, and 

October. 

{¶100} As stated, McNally authenticated a ledger of amounts Appellants paid to 

Canfield Properties in 2020. The ledger reflects payments in the amount of $2,100 for 

January, February, March, April, and May. For the month of June 2020, the ledger 

indicates “free rent.” And for July, the ledger reflects payments in the amount of $1,050. 
– 20 –

Case No. 23 MA 0052

(Trial Tr. 14-19; Exhibit C.) Thus, the ledger supports Vidale’s testimony that Appellants 

were paying $2,100 per month total at the end of their lease term. 

{¶101} The ledger introduced during Attorney McNally’s testimony reflects 

Appellants paying $2,100 per month. This amount is incompatible with the lease 

agreements. The two lease amounts equal $1,469.50 per month ($607 for lease B and 

$862 for lease A during the first 2.5 years). Lease A states that after the expiration of the 

initial 2.5-year lease term, the rent would increase to $927.19 per month. And $927.19 

plus $607 equals $1,534.19. 

{¶102} Yet, Appellants did not object to this testimony about the $2,100 per month 

or the introduction of the ledger as an exhibit. They likewise did not introduce opposing 

testimony tending to show the rent was limited to that explicitly contained in two lease 

agreements. Notwithstanding, there were references in the parties’ testimony that 

Appellants had leased an additional unit for a total of five units. This coupled with the 

unobjected to and testimony and ledger show no error. 

{¶103} Accordingly, the $2,100 lease payment amount is not against the manifest 

weight of the evidence as it is supported by some competent, credible evidence. Thus, 

this argument lacks merit, and this assignment of error lacks merit in its entirety. 

{¶104} We note there is no testimony or evidence as to how the $2,100 is divisible 

between the two lease agreements. Thus, because Edward is not responsible for the 

lease payments associated with the 2008 lease agreement, we direct the trial court on 

remand to determine what portion of the $2,100 monthly lease obligation was associated 

with which lease when re-assessing damages. 

Conclusion

{¶105} We affirm the trial court’s decision in part, reverse in part, and remand. 

{¶106} We conclude Appellants’ argument about the statute of frauds has merit 

in part. Edward should not be found a party to and responsible for the 2008 lease that 

names him as a party, but which he did not sign. 

{¶107} Further, this court finds Kimberly personally responsible for all outstanding 

lease payments due under both leases and Edward only liable for the lease payments 

associated with the second lease dated September 1, 2009, regarding Suites B, D, and 
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Case No. 23 MA 0052

E, joint and several with Kimberly. We also find Appellants’ company, C&C, was not a 

party to either lease agreement. 

{¶108} On remand, the trial court is to re-assess the damages award and 

determine which amount Edward and Kimberly should be found joint and several pursuant 

to the 2009 lease and which amount is owed under the 2008 lease for which Kimberly is 

solely responsible. In doing so, the trial court must determine which portion of the $2,100 

monthly lease obligation was associated with each lease.

Waite, J., concurs.

Hanni, J., dissents with dissenting opinion.
– 22 –

Case No. 23 MA 0052

Hanni, J., dissents with dissenting opinion.

{¶109} With regard and respect for my colleagues, I must dissent in part from the 

majority opinion. I would find merit with Appellants’ first, second, third, and seventh 

assignments of error. I would reverse the trial court’s judgment based on the merit of 

these assignments of error. 

{¶110} Regarding the first, second, and third assignments of error, the majority 

concludes the leases are unambiguous and that Kimberly and Edward signed the leases 

in their personal capacities. To the contrary, I would find that the lease terms are 

ambiguous as to whether Kimberly and Edward signed the leases in their personal 

capacities. Because of the ambiguity, I would construe the lease terms against the 

drafter, in this case the lessor.

{¶111} Terms in a contract are ambiguous if their meanings cannot be determined 

from reading the entire contract, or if they are reasonably susceptible to multiple 

interpretations. First Natl. Bank of Pennsylvania v. Nader, 9th Dist. Medina No. 

16CA0004-M, 2017-Ohio-1482, ¶ 25. When a contractual provision is ambiguous, that 

provision is to be strictly construed against the drafter. Columbiana Cty. Bd. of Commrs. 

v. Nationwide Ins. Co., 130 Ohio App.3d 8, 15, 719 N.E.2d 561 (7th Dist.1998), citing 

McKay Machine Co. v. Rodman, 11 Ohio St.2d 77, 80, 228 N.E.2d 304 (1967).

{¶112} Both leases state they are being entered into “by and between” the 

landlord and “Concepts & Creativity LLC Members dba Dance Studio, hereinafter referred 

to as Tenant.” The majority finds that because there is no comma or “and” between the 

terms “LLC” and “Members”, the leases do not identify the company as the tenant but 

instead identify the members/Appellants as the tenants. Because the Appellants are the 

tenants, the majority concludes they are personally liable on the leases. 

{¶113} The majority also points to paragraph 22 of the leases in support of finding 

Appellants personally liable. Admittedly, paragraph 22 states that Kimberly (in both the 

2008 and the 2009 leases) and Edward (in the 2009 lease) personally guarantee the 

performance of the lease. If Appellants had then signed the leases in their personal 

capacities, I would likely agree with the majority that they are personally liable. But our 

inquiry does not end here. 
– 23 –

Case No. 23 MA 0052

{¶114} As explained by our sister courts:

“The signature itself represents a clear indication that the signator is acting 

as an agent if: (1) the name of the principal is disclosed, (2) the signature is 

preceded by words of agency such as ‘by’ or ‘per’ or ‘on behalf of’, and (3) 

the signature is followed by the title which represents the capacity in which 

the signator is executing the document, e.g., ‘Pres.’ or ‘V.P.’ or ‘Agent.’”

Baltes Commercial Realty v. Harrison, 2d Dist. Montgomery No. 23177, 2009-Ohio-5868, 

¶ 56, quoting George Ballas Leasing, Inc. v. State Sec. Serv., Inc., 6th Dist. Lucas No. L91-069, 1991 WL 280135 (Dec. 31, 1991), citing Spicer v. James, 21 Ohio App.3d 222, 

223, 487 N.E.2d 353 (2d Dist.1985). 

{¶115} In this case, the elements indicating that Kimberly and Edward signed the 

leases as agents of the LLC, as opposed to in their personal capacities, are present. 

{¶116} As to the 2008 lease, it was signed by Kimberly as follows:

TENANT 

Mr. & Mrs.

dba Concepts & Creativity, LLC

BY: Member, Kimberly Lisowski

(Exhibit A). The italicized and underlined terms are handwritten in cursive. The other 

words are typewritten. 

{¶117} As to the 2009 lease, it was signed by Kimberly and Edward as follows:

TENANT

Mr. & Mrs.

dba

BY: Kimberly Lisowski
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Case No. 23 MA 0052

TITLE: member

(Exhibit B). Edward also signed this lease as “Edward Lisowski, Member” across from 

where Kimberly signed. Again, the italicized and underlined terms are handwritten and 

in cursive. 

{¶118} In the 2008 lease, (1) the name of principal (“Concepts & Creativity, LLC”) 

is disclosed; (2) the signature is preceded by a word of agency (“by”); and (3) the 

signature includes the title (“Member”) that represents the capacity in which Kimberly is 

signing.

{¶119} In the 2009 lease, the name of the principal is not listed. But the signature 

page indicated that Kimberly and Edward are signing as agents because they signed their 

names using a word of agency (“by”) and indicating their title (“Member”). Additionally,

the LLC is clearly identified earlier in the 2009 lease.

{¶120} Considering the leases as a whole, specifically paragraph 22 along with 

the signature pages, I would conclude that they are ambiguous as to whether Appellants 

gave their personal guarantee. Given this ambiguity, I would construe these terms 

against the drafter/lessor. Thus, I would find that Kimberly and Edward were not 

personally liable on the leases.

{¶121} Regarding the seventh assignment of error, the majority concludes the trial 

court’s decision was supported by the weight of the evidence, including the finding that 

the monthly rent was $2,100. I would find to the contrary.

{¶122} The monthly rental amounts in the two leases initially equaled $1,469 per 

month ($607 for lease B and $862 for lease A during the first 2.5 years). Lease A states 

that after the initial 2.5-lease term, the rent will increase to $927.19 per month. Thus, per 

the terms of the leases for the months at issue (July, August, September, and October 

2020), the total monthly rent was $1,534.19. Appellee did not introduce any evidence 

that the parties executed an amendment or addendum to either lease to modify the 

agreed monthly rent. 

{¶123} Based on the foregoing, I would reverse the trial court’s findings that 

Kimberly and Edward were personally liable and that the monthly rent was $2,100.
[Cite as G.A.I. Capital Group v. Lisowski, 2023-Ohio-4802.]

For the reasons stated in the Opinion rendered herein, it is the final judgment and 

order of this Court that the judgment of the Municipal Court of Mahoning County, Ohio is 

affirmed in part, and reversed in part. We hereby remand this matter to the trial court for 

further proceedings to determine which portion of the $2,100 monthly lease obligation 

was associated with each lease according to law and consistent with this Court’s Opinion. 

Costs to be taxed against the Appellee.

A certified copy of this opinion and judgment entry shall constitute the mandate in 

this case pursuant to Rule 27 of the Rules of Appellate Procedure. It is ordered that a 

certified copy be sent by the clerk to the trial court to carry this judgment into execution.

NOTICE TO COUNSEL

This document constitutes a final judgment entry.