Contracts / Business Transactions / Disputes

Contract law is arguably the most common and wide spread area of the law. Most people enter in one or more contracts on a regular basis. These contracts included:

  • Buying groceries;
  • Buying goods online;
  • Getting an oil change or other auto repairs;
  • Signing a residential lease;
  • Employment contracts;
  • Constructions contracts;
  • Furnace repairs, landscaping, home maintenance;
  • Hiring a caterer, photographer or any other contractor;
  • Starting a business;

Any written or oral agreement for the sale of goods or services falls under contract law.

At SLF we are committed to making sure valid contracts are enforced, invalid contracts are extinguished, contractual warranties are provided, and when contracts are breached you are entitled to monetary damages.

We encourage you to contact our office for a free consultation about your contract. SLF represents both plaintiffs and defendants, so if someone has not fulfilled their contractual obligations, or if you are being accused of not fulfilling your contractual obligations, we are here to protect your interest.

Common Contract Law Questions

The information provided below is a general overview of common questions, but we encourage you to contact our office for specific information about your contract.

What legal authority governs contract law in Ohio?

Contracts generally fall into one of two categories and are governed by different sets of law:

a. Contracts for the sale of goods are governed by The Ohio Uniform Commercial Code (UCC) which is found in Chapter 13 of the Ohio Revised Code.
b. Contracts for services are governed by common law. Common law involves judicial or court decisions.

How are contracts formed? (ORC 1302.09 / UCC 2-206)

There are generally four elements that are involved in contract formation, (1)Offer, (2)Acceptance, (3)Contractual Capacity & (4)Consideration. Novak v. Novak, 2014-Ohio-10, P1, 2014 Ohio App. LEXIS 6, *1, 2014 WL 31395


  • a contract for the sale of goods may be made in any manner sufficient to show agreement
  • a contract for services “require the showing of an agreement based on a meeting of the minds and mutual assent,” (Nexus Communs., Inc. v. Qwest Communs. Corp., 193 Ohio App. 3d 599, 609, 2011-Ohio-1759, P33, 953 N.E.2d 340, 348, 2011.)

  1. Offer

    an expression (oral or written) “that invites acceptance in any manner and by any medium reasonable in the circumstances”

  2. Acceptance

    For Goods:

    • by a promise to ship goods, or by shipping the goods after receiving the offer (ORC 1302.09)

    For Services:

    • conduct sufficient to show agreement, including performance, is a reasonable mode of acceptance. (G. Herschman Architects v. Ringco Mfg. Co., 1995 Ohio App. LEXIS 1940, *1, 1995 WL 277101)
    • the surrounding circumstances which make it inferable that the contract exists as a matter of tacit understanding…simply because a party does not signify his acceptance by executing (signing) an agreement does not necessarily result in the unenforceability of the agreement. Ibid
  3. Contractual Capacity

    “the person's ability to comprehend the meaning of the proposed agreement and agree to its terms…where there is no capacity to understand these terms, there can be no contract” (Novak v. Novak, 2014-Ohio-10, P1, 2014 Ohio App. LEXIS 6, *1, 2014 WL 31395)

  4. Consideration (bargaining)

    bargained-for legal benefit or detriment, as well as manifestation of mutual assent and legality. Nexus Communs., Inc. v. Qwest Communs. Corp.

What contracts are required to be in writing?

Statute of Frauds is the legal principle that governs what contracts are required to be in writing. While there are some exceptions to the general rule, the following are some of the types of contracts that fall within the Statute of Frauds (in writing):

  • Contract for the sale of goods for $500 or more;
  • Real Estate;
  • Promise to pay for the debt of someone else, if they do not pay;
  • A contract that is incapable of being fully performed within One Year from the time of contract;
  • Sales Commissions
What defenses can render a contract void or voidable?
  1. Unconscionability (ORC 1302.15) – ‘an absence of meaningful choice on the part of one of the parties together with contract terms which are unreasonably favorable to the other party.’ Jamison v. LDA Builders, Inc., 2013-Ohio-2037, ¶ 32 In Ohio, to establish unconscionability there must be a showing of both substantive and procedural due process. Taylor, 2008–Ohio–938 at ¶ 33, 117 Ohio St.3d 352, 884 N.E.2d 12

    a. Substantively Unconscionable - the court should observe whether the terms of the contract are commercially reasonable Jamison v. LDA Builders, Inc., 2013-Ohio-2037, ¶ 34. Courts also consider… the fairness of the terms, the charge for the service rendered, the standard in the industry, and the ability to accurately predict the extent of future liability.’ Collins v. Click Camera & Video, Inc. . (1993), 86 Ohio App.3d 826, 834 * * *.” (Internal citations omitted) Bayes at ¶ 9–10. Jamison v. LDA Builders, Inc., 2013-Ohio-2037, ¶ 35

    b. Procedurally Unconscionable - ‘Procedural unconscionability concerns the formation of the agreement and occurs when no voluntary meeting of the minds is possible.’ Porpora v. Gatliff Building Co., 160 Ohio App.3d 843, 828 N.E.2d 1081, 2005–Ohio–2410, at ¶ 7.” Bayes, supra, at ¶ 11. Jamison v. LDA Builders, Inc., 2013-Ohio-2037, ¶ 55. Courts consider the relative bargaining positions of the parties, whether the terms of the provision were explained to the weaker party, and whether the party claiming that the provision is unconscionable was represented by counsel at the time the contract was executed.” Porpora at ¶ 7. Jamison v. LDA Builders, Inc., 2013-Ohio-2037, ¶ 55

  2. Fraud

    a. Where a contract has been procured by fraudulent representations of a party thereto, the party defrauded, after offering to return what he has received under the contract, may elect to have the contract set aside and be restored to his original position. Cross v. Ledford, 161 Ohio St. 469, 469, 120 N.E.2d 118, 119 (1954)

    a representation or, where there is a duty to disclose, concealment of a fact:

    i. which is material to the transaction at hand,
    ii. made falsely, with knowledge of its falsity, or with such utter disregard and recklessness as to whether it is true or false that knowledge may be inferred,
    iii. with the intent of misleading another into relying upon it,
    iv. justifiable reliance upon the representation or concealment, and
    v. a resulting injury proximately caused by the reliance.” Cohen v. Lamko, Inc., 10 Ohio St. 3d 167, 169, 462 N.E.2d 407, 409 (1984)

  3. Duress - a party must prove coercion by the other party to the contract. It is not enough to show that one assented merely because of difficult circumstances that are not the fault of the other party. Blodgett v. Blodgett, 49 Ohio St. 3d 243, 243, 551 N.E.2d 1249, 1249 (1990)

    Economic Duress - A person who claims to have been a victim of economic duress must show that he or she was subjected to “ * * * a wrongful or unlawful act or threat, * * * ” and that it “ * * * deprive[d] the victim of his unfettered will.” 13 Williston on Contracts (3 Ed.1970) 704, Section 1617. Further, “ * * * [m]erely taking advantage of another's financial difficulty is not duress. Rather, the person alleging financial difficulty must allege that it was contributed to or caused by the one accused of coercion.” Id. at 708. Blodgett v. Blodgett, 49 Ohio St. 3d 243, 246, 551 N.E.2d 1249, 1251 (1990)

  4. Mistake - is material to a contract occurs when both parties, at the time of entering the contract, make a “ ‘mistake * * * as to a basic assumption on which the contract was made [that] has a material effect on the agreed exchange of performances.’ ” Reilley v. Richards, 69 Ohio St.3d 352, 353, 632 N.E.2d 507 (1994), quoting 1 Restatement of the Law 2d, Contracts, Section 152(1) (1981). ; Younker v. Hayes, 2018-Ohio-835, ¶ 15, 108 N.E.3d 258, 262. This makes a valid contract voidable--+
How much can I collect in damages when a contract has been breached?
  1. The general goal of contract damages is to put the non-breaching party in as good of a position that they would have been in if the contract was performed.
  2. They are many exceptions and contingencies to this basic rule, I encourage you to contact our office for information about your case.