[Cite as Garlock v. Silver Dollar Camp, 2021-Ohio-1690.]

IN THE COURT OF APPEALS OF OHIO 

THIRD APPELLATE DISTRICT 

HANCOCK COUNTY 

 

PATRICIA A. GARLOCK, ET AL., 

 CASE NO. 5-20-35 

 PLAINTIFFS-APPELLANTS, 

 v. 

SILVER DOLLAR CAMP, ET AL., O P I N I O N 

 DEFENDANTS-APPELLEES. 

 

Appeal from Hancock County Common Pleas Court 

Trial Court No. 2019 CV 300 

Judgment Affirmed 

Date of Decision: May 17, 2021 

 

APPEARANCES: 

Bret A. Spaeth for Appellants 

Matthew T. Kemp for Appellee Walter Adeler 

 
Case No. 5-20-35 

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WILLAMOWSKI, P.J. 

{¶1} Although originally placed on our accelerated calendar, we have elected 

pursuant to Loc.R. 12(5) to issue a full opinion in lieu of a summary judgment entry. 

{¶2} Plaintiff-appellant Patricia A. Garlock (“Patricia”), individually and as 

executrix of the estate of Todd J. Garlock, appeals the judgment of the Hancock 

County Court of Common Pleas, alleging that the trial court erred in finding that the 

defendant-appellee Walter Adeler (“Adeler”) (1) could continue the business of the 

Silver Dollar Camp and (2) could buyout a deceased partner’s interest in the 

business pursuant to the terms of the partnership agreement. For the reasons set 

forth below, the judgment of the trial court is affirmed. 

Facts and Procedural History 

{¶3} In 1987, Todd Garlock (“Todd”), Shannon Clark (“Clark”), Joe Umbs 

(“Umbs”), and Randy Peters (“Peters”) agreed to form a partnership called the 

Silver Dollar Camp. Doc. 28. Through this partnership, these individuals intended 

to purchase a one-hundred-acre tract of land in New York and then operate a hunting 

resort on this property. Doc. 28. On August 3, 1987, Todd, Clark, and Umbs signed 

a partnership agreement.1

 Doc. 28. Todd, Clark, Umbs, and Peters then effectuated 

the purchase of the property in New York. Doc. 28. 

 

1

 The original copy of this partnership agreement has not been located. Doc. 28. However, a copy of the 

partnership agreement was filed with the trial court. Doc. 28, Ex. A. This copy is signed by Todd, Clark, 

and Umbs. Doc. 28, Ex. A. For some reason, the signature line for Peters was blank on this copy. Doc. 28, 

Ex. A. In this action, neither party disputes that the partnership agreement that was filed with the trial court 
Case No. 5-20-35 

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{¶4} On December 28, 1987, Peters passed away, leaving Todd, Clark, and 

Umbs as the remaining partners of the Silver Dollar Camp partnership. Doc. 28. 

Peters’s interest in the partnership was later transferred to the remaining partners. 

Doc. 28, Ex. B. Subsequently, Clark decided to withdraw as a partner, and Clark’s 

interest in the partnership was transferred to Adeler. Doc. 28. On February 27, 

1989, Todd, Clark, Umbs, and Adeler signed an agreement that addressed the terms 

of Clark’s withdrawal from the partnership. Doc. 28, Ex. E. Clark, Todd, and Umbs 

also conveyed their individual interests in the property to the Silver Dollar Camp 

partnership. Doc. 28, Ex. D. 

{¶5} In June of 2000, Umbs withdrew as a partner. Doc. 28. After paying 

Umbs the amount of his capital contribution, Todd and Adeler decided to continue 

the business as the only partners in the Silver Dollar Camp partnership. Doc. 28. 

On August 15, 2007, Todd married Patricia. Doc. 28. On August 4, 2018, Todd 

passed away. Doc. 28. Patricia then became the executrix of Todd’s estate. Doc. 

1. On September 27, 2018, Adeler sent Patricia a notice of intent to purchase Todd’s 

interest in the partnership for the amount of Todd’s capital contribution pursuant to 

Article XIII of the partnership agreement. Doc. 28, Ex. G. 

 

 

was, in fact, the agreement that governed the Silver Dollar Camp partnership. Doc. 28. Rather, the parties 

dispute what portions of the partnership agreement remain enforceable after Todd’s death. 
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{¶6} On August 9, 2019, Garlock filed a complaint with the trial court in her 

individual capacity and as the executrix of Todd’s estate. Doc. 1. In this complaint, 

she requested the judicial dissolution and winding up of the business partnership, 

including the sale of the property in New York. Doc. 1. On October 15, 2019, 

Adeler filed an answer and counterclaim. Doc. 20. He requested specific 

performance of the agreement. Doc. 20. 

{¶7} On February 26, 2020, the parties filed a stipulated set of facts and a 

copy of the Silver Dollar Camp partnership agreement. Doc. 28. On February 27, 

2020, Patricia filed a motion for summary judgment. Doc. 29. On February 28, 

2020, Adeler filed a motion for partial summary judgment. Doc. 30. The dispute 

between the parties concerns the enforceability of several provisions of Article XIII 

in the Silver Dollar Camp partnership agreement. These disputed provisions read, 

in their relevant parts, as follows: 

XIII. DISSOLUTION, WINDING UP; LIQUIDATION 

A. Causes of Dissolution. The partnership shall be dissolved on 

the happening of any of the following events: 

* * * 

3. Death, disability, or bankruptcy of any partner; * * * 

* * * 

B. Right to Continue Business After Dissolution. On dissolution 

of the partnership, the remaining partners shall have the right to 

elect to continue the business of owning, operating, and 

maintaining the real estate of the partnership under the same 
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name, by themselves, or with any additional persons they may 

choose. * * *. 

C. Payment If Partnership Continued After Dissolution. If, on

dissolution, the remaining partners elect to continue the 

partnership under Article XIII(B), they shall pay to the 

withdrawing, or expelled partner, or the estate of the deceased

partner, the value of the partner’s interest as determined in 

Article XIII(D), as of the date of dissolution. Such payment shall 

be made within six (6) months of dissolution. It is specifically 

agreed that on the death of any partner, an inventory and 

appraisal of the partnership property and sale of the deceased 

partner’s interest in the partnership, as provided by the Ohio 

Revised Code, shall be dispensed with, and that in lieu of the mode 

for the settlement of such deceased partner’s interest and 

disposition thereof provided for in Sections 1779.04 and 1779.06 

of the Ohio Revised Code, such deceased partner’s interest shall 

be settled and disposed of solely under the provisions of this 

agreement. 

D. Value of Partner’s Interest. In the event any partner resigns 

from the partnership, or dies during the continuance of this 

Agreement, or disassociates themselves from the partnership for

any reason, including expulsion, the remaining partners shall 

have the right to purchase the interest of the former partner by 

paying for such interest the value determined as being the 

partner’s capital contribution * * *, provided that written notice 

of such intention to purchase shall be served by the remaining 

partners upon the former partner, his heirs, executors, 

administrators, or assigns within sixty (60) days after such 

partner disassociates himself from the partnership for any reason. 

* * *. During such sixty (60) day period the former partner, his 

heirs, executors, administrators, and assigns shall have no right 

in the partnership. 

Doc. 28, Ex. A. 

{¶8} Patricia argued that the provisions in Article XIII(B), (C), and (D) 

became unenforceable when the partnership dissolved upon Todd’s death. Doc. 29. 
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In response, Adeler argued that Todd’s death did dissolve the partnership but did 

not render the provisions in Article XIII(B), (C), and (D) of the partnership 

agreement unenforceable. Doc. 30. Thus, he argued that he had the right to continue 

the partnership pursuant to Article XIII(B) and the right to purchase Todd’s interest 

in the partnership pursuant to the terms set forth in the provisions in Article XIII (C) 

and (D). Doc. 30. 

{¶9} On July 10, 2020, the trial court issued a judgment entry that denied 

Patricia’s motion for summary judgment and granted Adeler’s partial motion for 

summary judgment. Doc. 33. The trial court found that the provisions in Article 

XIII(B), (C), and (D) were enforceable and governed this dispute. Doc. 33. The 

trial court concluded that Adeler had the right to purchase Todd’s interest in the 

partnership and the right to continue the business under Article XIII of the 

partnership agreement. Doc. 33. 

Assignment of Error 

{¶10} The appellant filed her notice of appeal on November 20, 2020.2

 Doc. 

46. On appeal, Patricia raises the following assignment of error: 

Plaintiff/Appellant [Patricia] Garlock, individually and in her

fiduciary capacity, asserts that the trial court erred in finding that 

Appell[ee] Adeler was able to continue the business of the 

partnership after dissolution under Article XIII subsection (B), 

 

2

 Patricia filed a notice of appeal on August 6, 2020. Doc. 36. However, this Court dismissed this prior 

appeal for lack of a final appealable order in Case #5-20-26. On October 27, 2020, the trial court issued a 

Civ.R. 54(B) order that rendered its judgment entry of July 10, 2020 a final appealable order. Doc. 40. 

Patricia then filed notice of appeal on November 20, 2020 in Case #5-20-35. Doc. 46. 
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and that the Buy Out provisions of subsections (C) and (D) are 

enforceable. 

Patricia argues that the language of the partnership agreement does not permit 

Adeler to continue the business or purchase Todd’s interest in the partnership. 

Legal Standard 

{¶11} A partnership is “an association of two or more persons to carry on as 

co-owners a business for-profit * * *.” R.C. 1776.01(M). As a general matter, a 

“partnership agreement governs relations among the partners and between the 

partners and the partnership.” R.C. 1776.03(A). See R.C. 1776.01(N). “To the 

extent the partnership agreement does not otherwise provide, [Ohio’s Uniform 

Partnership Act in R.C. 1776.01, et seq.] * * * governs relations among the partners 

and between the partners and the partnership.” R.C. 1776.03(A). See R.C. 1776.01, 

et seq. 

{¶12} “The construction of a written agreement is a matter of law for the 

court.” LublinSussman Group LLP v. Lee, 2018-Ohio-666, 107 N.E.3d 724, ¶ 19 

(6th Dist.). 

When confronted with an issue of contract interpretation, our 

role is to give effect to the intent of the parties. We will examine 

the contract as a whole and presume that the intent of the parties 

is reflected in the language of the contract. In addition, we will 

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 

contract is clear, a court may look no further than the writing

itself to find the intent of the parties. ‘As a matter of law, a 

contract is unambiguous if it can be given a definite legal 
Case No. 5-20-35 

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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. 

Legal Analysis 

{¶13} On appeal, Patricia argues that this business may continue pursuant to 

Article XIII(B) only if multiple partners remain after a dissolution of the 

partnership. She points to the fact that Article XIII(B) uses plural language, stating 

that the “remaining partners shall have the right to elect to continue the business * 

* *.” (Emphasis added.) Doc. 28, Ex. A. Since only one partner remained after 

Todd’s death, Patricia asserts that Adeler cannot continue the business under the 

terms of Article XIII(B). 

{¶14} Patricia’s argument revolves around the use of plural language—

“partners,” “they,” and “themselves”—in Article XIII of the partnership agreement. 

But in interpreting written agreements, Ohio courts have applied the following rule: 

The singular and the plural forms [of terms] are often used in 

contracts interchangeably, and courts should construe the plural 

and singular forms interchangeably so long as such a construction 

is consistent with the evident purposes of the contract. * * * That 

principle obtains with even greater force where, as here, the noun 

number selected, plural or singular, is intended to cover 

hypothetical situations that have not yet arisen. 

(Brackets sic.) Grange Life Ins. Co. v. Bics, 9th Dist. Lorain No. 01CA007807, 

2001 WL 1044081, *3 (Sept. 12, 2001), quoting Ohio Development Co. v. Ellis, 2d 
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Dist. Montgomery No. CA 10340, 1987 WL 18831, *5 (Oct. 22, 1987), citing 

Stetson Shoe Co. v. Proctor Hall Co., 17 Ohio Law Abs. 278, 281 (7th Dist. 1934). 

See also R.C. 1.43 (stating that, in matters of statutory construction, “[t]he singular 

includes the plural, and the plural includes the singular”). 

{¶15} In Ohio Development Co. v. Ellis, the Second District Court of 

Appeals applied this rule in a factually similar case. Ellis at *4. In Ellis, three 

partners operated the Ohio Development Company. Id. at *1. Two of the partners 

decided to withdraw from this partnership. Id. The third partner, Thomas Williams 

(“Williams”), then announced his intention to purchase the interests of the 

withdrawing partners. 

Paragraph 14 of the [Partnership] Agreement provide[d] that 

upon a partner’s withdrawal from the partnership, the remaining

partners may either: (1) cause the partnership to buy out the 

withdrawing partner’s interest; or (2) terminate or liquidate the 

partnership. 

 Finally, paragraph 16 provide[d], in its entirety, as follows:

‘16. Purchase by Individual Partners’

‘(a) If the Partnership declines to exercise any right which it may 

have under this Agreement to purchase the Partnership interest 

of any Partner, the other voting Partners may individually 

exercise such right of purchase on a pro rata basis, but only if such 

Partnership interest is thereby purchased in its entirety.’ 

(Emphasis added.) Id. at *4. The trial court found that the wording of this 

partnership “agreement did not contemplate the factual situation of the parties, i.e., 
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a single partner attempting to purchase the interests of the other partners.” Id. *3. 

The trial court ordered a liquidation of the partnership’s assets. Id. 

{¶16} However, Williams appealed the trial court’s decision, asserting that 

the trial court’s decision was inconsistent with the partnership agreement. Ellis, 

supra, at *4. On appeal, the Second District reversed the trial court’s decision and 

held the following: 

In our view, paragraph 16 clearly evidences an underlying 

purpose to permit any partner or partners who wish to do so to 

continue the business upon the withdrawal of a partner, without

having to liquidate. The defendants argue that the phrase ‘the

other voting Partners’ appearing in 16(a) shows an intent to limit 

the application of paragraph 16 to the situation where there are 

at least two partners left after the departure of the withdrawing 

partners, because of the use of the plural-‘Partners.’ We think

this is reading too much into one word. 

* * * 

The partnership agreement clearly evidences an intent to permit

partners remaining after other partners have withdrawn to 

continue to operate the business, rather than forcing the 

remaining partners to liquidate. We can think of no particular

business reason for the partners to have intended to distinguish 

between the situation in which two or more partners remain and 

the situation in which only one partner remains to continue the

business. Accordingly, we will not assume that the partners 

intended to make that distinction, in the absence of language in 

the partnership agreement clearly evidencing that intent. 

Id. *4-5. The Second District also found that “[t]he fact that the business cannot be 

continued in partnership form * * * does not require liquidation.” Id. at *5. We 

find the reasoning of the Second District in Ellis to be persuasive. 
Case No. 5-20-35 

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{¶17} Turning to the facts of the case before this Court, Article XIII(B) 

expressly provides for a right to continue the business after a dissolution. Doc. 28, 

Ex. A. This provision manifests a clear intention to allow the business of the 

partnership to continue after a dissolution. Doc. 28, Ex. A. But Patricia’s 

interpretation of Article XIII(B) would limit this right, allowing partners to continue 

the business but requiring a partner to liquidate the business. Other than pointing 

to the plural language in this provision, she offers no other reason for this distinction. 

{¶18} However, the context and wording of this provision give no indication 

that use of the word “partners” instead of “partner” was intended to impose a 

limitation on the right of a partner to continue the business. Further, no provision 

in the partnership agreement suggests that the application of the general rule on the 

interchangeability of singular and plural terms in a contract would be inconsistent 

with the purposes of this partnership agreement. Ellis, supra, at *5 (holding that 

“courts should construe the plural and singular forms interchangeably so long as 

such a construction is consistent with the purposes of the contract”); Bics, supra, at 

*3. 

{¶19} If the parties to this agreement wanted to require a liquidation of the 

business in the event that only one partner remained at dissolution, they could have 

expressly included such a requirement in the partnership agreement. In the absence 

of some other evidence in the partnership agreement evidencing such a purpose, we 

will not assume that the original parties intended for the business to be liquidated in 
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this situation because Article XIII(B) uses the word “partners” instead of “partner.” 

Doc. 28, Ex. A. Thus, we conclude that the plural language used in Article XIII(B) 

does not preclude Adeler from continuing the business. 

{¶20} Patricia further argues that the buyout provisions in Article XIII(C) 

and (D) of the partnership agreement are inapplicable because the plural language 

in Article XIII(B) precludes a continuation of the business. In her brief, Particia 

admits that Adeler can buyout Todd’s interest in the partnership pursuant to the 

provisions in Article XIII(C) and (D) if Article XIII(B) is found to be applicable in 

this case. Appellant’s Brief, 10. Since we have determined that the plural language 

in Article XIII(B) does not preclude Adeler from continuing the business, Patricia’s 

legal challenge to the applicability of the provisions in Article XIII(C) and (D) in 

this appeal also fails. 

{¶21} For the reasons stated in our analysis, we conclude that Adeler has the 

right to continue the business pursuant to Article XIII(B) of the partnership 

agreement. Further, the buyout provisions in Article XIII(C) and (D) are 

enforceable. Thus, the trial court did not err in denying Patricia’s motion for 

summary judgment or in granting Adeler’s partial motion for summary judgment. 

As such, Patricia’s sole assignment of error is overruled. 

 
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Conclusion 

{¶22} Having found no error prejudicial to the appellant in the particulars 

assigned and argued, the judgment of the Hancock County Court of Common Pleas 

is affirmed. 

Judgment Affirmed 

ZIMMERMAN and SHAW, J.J., concur. 

/hls