[Cite as DATFT, L.L.C. v. AM Reflections Cleaning Servs. L.L.C. , 2023
- Ohio
- 1348.] 

### IN THE COURT OF APPEALS FIRST APPELLATE DISTRICT OF OHIO HAMILTON COUNTY, OHIO

DATFT LLC , Plaintiff

- Appell ee ,

vs. AM REFLECTIONS CLEANING SERVICES LLC , Defendant

- Appell ant,

a nd
ANGELA TAYLOR , a . k

. a . ANGELA MCDONALD , Defendant

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: APPEAL NO

. C

- 220217 TRIAL NO. 21CV

- 06 295 O P I N I O N

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Civil Appeal From: Hamilton County Municipal Court Judgmen t Appealed From Is : A f firmed Date of Judgment Entry on Appeal: April 26, 2023

Yonas and Phi l labaum , LLC , Jason Phillabaum and Hope Platzbecke r , for Defendant

Appell ant

.OHIO FIRST DISTRICT COURT OF APPEALS

2 K INSLEY , Judge. 

### {¶1} Defendant

- appellant AM Reflections Cleaning Services, LLC , ( “ AM Reflections ” ) appeals from the trial court ’ s entry gran ting summary judgment to plaintiff

- appe ll ee DA

TFT , LLC , on both its claim for breach of lease and on AM Reflections ’ counterclaim for breach of contract and awarding damages to D ATFT in the amount of $9,450 plus pre

- and post

- judgment interest. 

### {¶2} In two ass ignments of er ror, AM R eflections argu es that the grant of summary judgment was improper because the parties ’ contract was ambiguous and because there exi st genuine issues of material f act. We find these arguments to be without merit and according ly affirm the trial court ’ s jud gm ent.

Factua l a nd Procedural Background


### {¶3} AM Reflections and its sole proprietor Angela Taylor contracted w ith Sharon Square, LLC , to lease premises in a building owned by Sharon Square for a three

- year period, beginni ng January 1, 201 8. The contract pro vided that AM
R efle ctions would pay $400 per month in rent from J anuary 1, 201 8 , until J une 28, 2018, a nd would then pay $450 per month for the remainder of the three

- year period. AM Reflec tions and Taylor had a separate agre ement with Sharon Square to cl ean the buildin g . T he y wer e paid approximately $1,100 per month for these cleaning services , and Sharon Square paid for and provided the cleaning supplies

. 

### {¶4} In S eptemb er of 2018, Sharon Square so ld the building to DATFT and assigned A

M R eflections ’ lease to DATF T. AM Refle ct ions continued to pay rent an d

to c l ean the building after the sale. The relationsh ip b etween AM Reflections and Taylo r and Tom Devitt, the manager of DATFT , was discordant. AM Reflections and
Ta ylor were upset that they were not no ti fied o f the t ransf er of the lease from SharonOHIO FIRST DISTRICT COURT OF APPEALS

3 Square to DATFT, that Devitt failed to respond to multiple r equests th at they made, that D e vitt behaved in a manner that was “ extremely unprofessional , nasty, and belligerent, ” and that Devitt continued to co mingle t he rent and cl eaning bills , subtracting the rent from the cleaning bill, despite requests from AM Reflec tions and Taylor to keep t he bills separate

. 

### {¶5} I n March of 2019, A M Reflections and Taylor terminated the lease. On Apri l 1, 2019, counsel for A M Refle ctions an d T ay lor sent a letter to Devitt acknowledging that the lease had been terminated and stating that AM Reflections had removed its property from the premises. The l etter further stated that DATFT owed AM Reflections $450 fo r improperly tak ing Apri l ’ s ren t che ck out of March ’ s cleaning
invoice , a nd th at, unless it canceled AM Reflection ’ s cleaning services immediately, it

wo uld also owe the full amount of April ’ s monthly invoice for cleaning services. T he letter additionally disputed assign ment of the lea se fr om Sharon Square to DATFT, stating th at the parties ’ leas e provided that an assignment co u ld only be processed with both parties ’ con sent and agr eement. On April 8, 2019, Devitt emailed Taylor

term inating cleaning services. 

### {¶6} DATFT filed a compl ain t ag ainst A M Reflecti ons and Taylor asserting a claim for breach of lease and seeking damages for lost rent, attorney ’ s fees, and pr e and post

-

judgment interest. AM R e flections an d Taylor filed a co unterclaim against
DATF T for breach of contra ct. The counte rclai m alleged that Devi t t had improperly commingled payments for rent and for cleaning services , had failed to pay for cleaning

ser vices, and had failed to give notice of the tran sfer of the lease from Sharon Square
to DATFT.OHIO FIRST DISTRICT COURT OF APPEALS

4 

### {¶7} DATFT moved for summ ary jud gment o n both its claim for breach of lease and on the counterclaim for breach of contract. Attached to the motion was an affidavit from Devitt setting forth t he terms of the lease pertaining to the rent owed by
AM R efle ctions and Taylor , s tating t hat AM Refle ct ions an d Taylor had unilaterally terminated the lease and failed to pay rent from April 2019 through December 2020 , and stating that DATFT had made a good

- faith effort to l ease the premises after the br each, but was unable to do so. 

### {¶8} AM R e fl ections and Ta ylor file d a memorandum in opposition to
DATFT ’ s motion for summary judgm ent , ac companied by an affidavit from Taylor. The affidavit st ated that Tay lor was never informed about the assignment of the lease from Sharon Square to DATFT, set fo r th the terms o f the cleaning agreement with Sharon Square, and explained how D evit t and DATFT d eviated from th e cleaning agreement by commingling the bills for rent and cleaning services

. Taylor also stated in the affi davit that De vitt was dismiss ive of h er and tha t hi s behavior created a hostile
environment , whic h she deemed to be a breach of the agreement that she clean the building and pay rent accordingly

. 

### {¶9} The trial court granted DATFT ’ s motion for summary judgment and entered a judgment agai nst AM R eflecti ons i n the amoun t of $9,45 0 plus pre

- and post

- judgment interest

. It issued a separate entry dismissing Taylor without prejudice. 

### {¶10} AM Reflections now appeals.

Standard of Review


### {¶11} We review a trial court's grant of summary judgment de novo. Collett v. Sha rkey , 1 st Dist. Hamilton No. C

- 200446, 2021

- Ohio

- 2823, ¶ 8. “SummaryOHIO FIRST DISTRICT COURT OF APPEALS

5 judgment is appropriately granted when there exists no genuine issue of material fact, the party moving for su mmary judgment is entitled to judgment as a matter of law,

an d the ev idence, when v iewed in favor of the nonmoving party, permits only one reasonable conclusion that is adverse to that party.” Id ., citing State ex rel. Howard
v. Ferreri , 70 Ohio St. 3d 58 7, 589, 639 N.E.2d 1189 (1994).

The Lease was n ot Am biguous


### {¶12} In i ts first as signmen t of error, AM R e flections argues that the trial

court ’ s grant of summary judgment was in error because the contract was ambigu ous , creating a genuine issue of material fact. AM Reflections specifically contends t hat the
prov ision in th e l ease conc erning assig nment was ambigu ous. 

### {¶13} Section 9 of the parties ’ lease, titled “ Ass ignment an d Subletting, ”
p rovided that “Tenant may assign or sublet the Premises with the prior written consent of Landlord. Such consent shall not be unre asonably wit hh eld.” T h e lease did not contain a similar provision concerning assignment by the landlord or requiring the landlord to obtain the tenant ’ s written consent before assigning the lease. Section 16.2 of the lease, titled “Lea se Binding upon Ass ignees,” fur th er addres se d assignment and provide d that “This Lease and all covenants, provisions and conditions herein contained shall inure to the benefit of and be binding upon the heirs, executors, administrators, personal representa tives, successors a nd assig ns, re spectivel y of the parties hereto.” 

### {¶14} A contract will be deemed ambiguous if “its terms cannot be clearly determined from a reading of the entire contract or if its terms are susceptible to more than one reasonable interpretation.” Murphy Eleva tor Co. v. 1 13 20 Cheste r LLC , 2018

- Ohio

- 1362, 110 N.E.3d 787, ¶ 17 (1 st Dist.) , quoting Kelly Dewate ring andOHIO FIRST DISTRICT COURT OF APPEALS

6 Constr. Co. v. R.E. Holland Excavating, Inc ., 1st Dist. Hamilton No. C

- 030019, 2003
- Ohio

- 5670, ¶ 21. The contract in this case was a lease, which is to be int erpreted li k e any other contract. Wal

- Mart Realty Co. v. Tri

- County Commons Assocs., LL C , 1st Dist. Hamilton No. C

- 160747, 2017

- Ohio

- 9280, ¶ 9. With regard to assigning contracts, Ohio law favors the free assignment of contracts in the absence of “cl ear contractual la nguage” prohibiting the assignment. See Pilkington N. Am ., Inc. v.
Trav elers Cas. & Sur. Co ., 112 Ohio St.3d 482, 2006

- Ohio

- 6551, 861 N.E.2d 121, ¶ 36.
W ith re spect to leases specifically, a lease is assignable in the absence of a prohi bi tion in the l ease itself. GMS Mgmt. C o. v. Vliet , 9th Dist. Summit No. 22807, 2006

- Ohio

515, ¶ 11. 

### {¶15} As a starting point , to th e extent that AM Reflections claim s that Sharon Square was prohibit ed from assig ning the lease to DATFT , that claim necessarily fails bec ause A

M Ref lections has not

— and c annot

— point to “ clear contract ual language ” in the lease tha t prohi bits the assignment. At most, AM Reflections alleg es a n ambiguity in the contract, but ambigu ous terms do n ot undo the presumption in favor of fre e assignm ent; o nly clear ones do

. 

### {¶16} Moreover, even if an ambiguity were sufficient to prohibit assignment , we find no ambiguity in the assignment provision of th e parties ’ lease. The lease clearly c onte mplated assignment by both parties. This is evidence d in Sect ion 1 6 .2, which provides that the lease would be binding on assigns “ of th e parties hereto. ” Reading Section 9 and Section 16.2 in conjun c tion , the only reasonable interpretation of the l ease i s that the parties inte nded to require the tenant, an d not the land l ord, to obtain written consent from the other party prior to assigning or subletting the premises. There is no other reasonable interpretation of these provisions. SeeOHIO FIRST DISTRICT COURT OF APPEALS

7 Murphy Elevator Co . at ¶ 17. T his result is consistent with Ohio law a llow ing the fr e e assignment of contracts when there is no language in the contract that pro hibits a party from mak ing an assignment. 

### {¶17} Having found no ambiguity in the contract, and no clear prohibition in

t h e lease prohibiting its assignment by the landlo rd, we accordi n gly overru le t he first assignment of error

.

Summary Judgment Appropriate ly Granted


### {¶18} In the se cond assignment of error, AM Reflections argues that th e trial court erred in granting the motion for summary judgment because there exist genuine
issu es of mate r ial fact. Other than a rguing that the contract was ambiguous, an argument that we have considered and rej ected, AM Reflections provides no specific argument as to what genuine issues of material f act exist. 

### {¶19} We first conside r the trial co urt ’ s grant of summary ju dgment on
DATFT ’ s claim for breach of le ase. To succeed on a such a claim, a party must establish “(1) the existence of a contract, (2) a breach of that contract, and (3) damages resulting from that breach.” Blue Ash Auto Body, I nc. v. Grange P rop. & Cas . Ins. Co ., 1st Dist. Hamilton No. C

- 220165, 2022

- Ohio

- 4599, ¶ 10. 

### {¶20} We find that there exists no g enuine issue of material act as to any of these elements. First, t he lea se between the parties was indis putably a valid cont ract,

a nd n either par t y argues o therwise. Second, Devitt ’ s affidavit established that AM Reflection s unilaterally terminated the lease and failed to pay rent from April 2019 on. Third, Devitt ’ s affidavit additionally established that he was unable to lease the
pre mises foll ow ing the b reach and that DATFT suffered damages in the amount of the monthly rent that DATFT sho uld have received from AM Ref lections and Taylor

.OHIO FIRST DISTRICT COURT OF APPEALS

8 There was no material dispute a s to any of these factors

. AM Reflections seemingly argues that it s terminat io n of the lease was factually justified by De vitt ’ s alleged rude treatment of Taylor. But AM Reflections made no at tempt to argue that Devitt ’ s behavior legally justified its breach. We therefore find no error in the trial court ’ s grant of sum mary judgm en t to D ATF T on its breach

- of

- lease claim. 

### {¶21} We now turn to the counter claim for breach of contract . AM Reflections argues t w o theories of liability under this co unterclaim: that DATFT breach ed the lease by failing to give notice th at the leas e h ad been as si gned, and that DA T FT breached the alleged cleaning contract by comingling re nt payments with cleaning payments and by failing to pay for cleaning services. Wit h respect to AM Reflections ’ first argument concerning notice of the assignment, AM Reflections ha s failed to present a val id claim for breach of contract under this theor y. For one thing, th e le ase did not require the party serving as the landlord to either obtain written consent prior to assigning the lease or to give notice t hat th e lease was ass igned. Moreover, even i f it had, Sharon Square , and not DA TFT, would ha ve been the party t o have given notice of the assign ment, an d AM Reflections raises no claims against Sharon Square in thi s action. And AM Re flectio ns does not ci te, no r have we found , a statutory provision requiring suc h noti ce. Finally, we observe that AM Reflections appears to have had actual notice of the assignment to DATFT, as it described its dealings with DATFT in Taylor ’ s affidavit. 

### {¶22} W i th respect to its s econd argument o r the ory of liability, AM
R e flections took the position below that it had no contr act with DATFT. Bu t i ts entire argument concerning cleaning services rests on a theory of breach of contract, rather than unjust enrichme n t or some other qua s i

- con tractual claim. The separate cleaning

-OHIO FIRST DISTRICT COURT OF APPEALS

9 services agreement , however, was never mad e a part of the record. The reco rd does
not i ndicate whether it was an oral agreement or a written agreement or what the

s pecific terms of the agre e m ent were . It is cl ea r fr om Taylor ’ s aff idavit that the agreement was with Sharon S quare, and not DATFT. As such, t he existen ce of a

cont ract with DA

TFT for cleaning services has not been es tablished, let alone that
DA TFT breach ed that alleged contract

. In the absence of s uch a contract, the t rial court did not err in awarding summary judgment to DATFT on AM Re flect ions ’ counterclaim. 

### {¶23} The second assignment of error is over ruled , and the judgment of the

t rial court is, accordingly, affirmed. Judgmen t affirmed

.

C ROUSE , P .J., and Z AYAS , J. , concur .

Please n ote: The court has recorded its own entry on the date of the release of this opinion

.