COURT OF APPEALS OF OHIO, EIGHTH DISTRICT COUNTY OF CUYAHOGA NO. 73050 ROBERT ZAB : : JOURNAL ENTRY PLAINTIFF-APPELLANT : : AND v. : : OPINION VIRGINIA GOFORTH : : DEFENDANT-APPELLEE : DATE OF ANNOUNCEMENT OF DECISION: SEPTEMBER 10, 1998 CHARACTER OF PROCEEDING: Civil appeal from Common Pleas Court, No. CV-313140. JUDGMENT: AFFIRMED. DATE OF JOURNALIZATION: APPEARANCES: For Plaintiff-Appellant: Pamela Walker Makowski, Esq. 12844 Vincent Drive Chesterland, OH 44026 For Defendant-Appellee: Allen a. Kacenjar, Esq. Suite 400 Broadview Centre 5241 Broadview Road Cleveland, OH 44134 -2- TIMOTHY E. McMONAGLE, J.: Plaintiff-appellant Robert Zab ( appellant ) appeals from the judgment of the Cuyahoga County Court of Common Pleas which granted the motion for summary judgment in favor of defendant-appellee Virginia Goforth ( appellee ). For the reasons stated below, we affirm. The record reflects that appellant entered into an agreement ( Letter of Intent ) on January 13, 1995 with Le-Air Molded Plastics, Inc. ( Le-Air ) wherein the parties would exclusively and actively negotiate for the sale of Le-Air to appellant until February 28, 1995. The Letter of Intent was signed by appellant and, on behalf of Le-Air, by appellee Virginia Goforth. The Letter of Intent specified that the purchase price of Le-Air would be no less than one million three hundred thousand dollars pending the appraisal of the market value of equipment with physical count of inventory; and, further, the purchase was contingent upon the Buyer, appellant here, obtaining financing. The agreement contained an exclusivity clause prohibiting the Seller, Le-Air, and its agents from soliciting or negotiating with others the sale of its assets during this time period. Moreover, the agreement prohibited the shareholders, who were signatories to the Letter of Intent, from soliciting or negotiating with others for the sale of their stock in the company as long as the parties were negotiating pursuant to the Letter of Intent. No shareholders signed the agreement. Finally, the agreement provided that [i]n the event that the parties do not enter into an Agreement by February 28, -3- 1995, then each party will bear its own expenses and neither will be liable to the other in connection with this letter of intent. The parties to the agreement did not complete a sale of Le-Air to appellant by February 28, 1995. Le-Air was subsequently sold to another purchaser. On August 8, 1996, appellant filed a complaint against appellee Virginia Goforth alleging her breach of the binding requirements of the Letter of Intent; misrepresentation; misappropriation of property; breach of duty of good faith; and conversion of appraisal reports and documents belonging to appellant. On May 27, 1997, appellee moved for summary judgment. Appellant responded to the motion on June 27, 1997. Summary judgment was granted in appellee's favor on July 24, 1997. It is from this judgment that appellant brings this appeal and advances two assignments of error for our review. I. THE TRIAL COURT ERRED IN GRANTING DEFENDANT-APPELLEE'S MOTION FOR SUMMARY JUDGMENT AS THERE WERE GENUINE ISSUES OF MATERIAL FACT AND THE DEFENDANT-APPELLEE WAS NOT ENTITLED TO JUDGMENT AS A MATTER OF LAW. II. THE TRIAL COURT ERRED IN GRANTING JUDGMENT FOR THE DEFENDANT-APPELLANT AS THE MOTION FOR SUMMARY JUDGMENT DID NOT DISPOSE OF ALL THE ISSUES PRESENTED IN THE COMPLAINT. This court reviews the lower court's grant of summary judgment de novo. Brown v. Scioto Bd. of Commrs. (1993), 87 Ohio App.3d 704. An appellate court applies the same test as a trial court which test is set forth in Civ.R. 56(C) which specifically provides that before summary judgment may be granted it must be determined that: -4- (1) No genuine issue as to any material fact remains to be litigated; (2) the moving party is entitled to judgment as a matter of law; and, (3) it appears from the evidence that reasonable minds can come to but one conclusion, and viewing such evidence most strongly in favor of the party against whom the motion for summary judgment is made, that conclusion is adverse to that party. Temple v. Wean United Inc., (1977), 50 Ohio St.2d 317, 327. In Mitseff v. Wheeler (1988), 38 Ohio St. 3d 112, syllabus, the Supreme Court stated as follows: A party seeking summary judgment must specifically delineate the basis upon which summary judgment is sought in order to allow the opposing party a meaningful opportunity to respond. Moreover, it is well settled that the party seeking summary judgment bears the burden of showing that no genuine issue of material fact exists for trial. Celotex Corp. v. Catrett (1987), 477 U.S. 317, 330; Dresher v. Burt (1996), 75 Ohio St.3d 280. Doubts must be resolved in favor of the nonmoving party. Murphy v. Reynoldsburg (1992), 65 Ohio St.3d 356, 358-359. In accordance with Civ.R. 56(E), a nonmovant may not rest on the mere allegations or denials of his pleading but must set forth specific facts showing there is a genuine issue for trial. Chaney v. Clark Cty. Agricultural Soc. (1993), 90 Ohio App.3d 421. The nonmoving party must produce evidence on any issue for which that party bears the burden of production at trial. Dresher, supra; Celotex, supra at 322. In his first assigned error, appellant contends that the trial court erred in granting summary judgment in favor of appellee. -5- Specifically, appellant contends that the Letter of Intent is a valid contract; the binding provisions of the agreement did not become null and void on February 28, 1995; and appellee is personally liable for the breach of this agreement. We find appellant's arguments to be without merit. A contract is a promise or a set of promises, the breach of which the law provides a remedy, or the performance of which the law in some way recognizes a duty. Ford v. Tandy Transp. Inc. (1993), 86 Ohio App.3d 380, 620 N.E.2d 996, 1006. In order for a party to be bound to a contract, the party must consent to its terms, the contract must be certain and definite, and there must be a meeting of the minds of both parties. Episcopal Retirement Homes, Inc. v. Ohio Dept. Of Indus. Relations (1991), 61 Ohio St.3d 366, 369, 575 N.E.2d 134, 137. Cleveland Builders Supply Co. v. Farmers Ins. Group of Cos. (1995), 102 Ohio App.3d 708. In LeRoux's Billyle Supper Club v. Ma (1991), 77 Ohio App.3d 417, 420-421, the court stated [a] corporation is a separate legal entity from its shareholders, even where there is but one shareholder. Generally, only the corporation can be held liable for corporate obligations. It is well established that officers of a corporation will generally not be held individually liable on contracts which they enter into on behalf of the corporation, unless they bind themselves individually. Centennial Ins. Co. of New York v. Vic Tanny Internatl. of Toledo, Inc. (1975), 46 Ohio App.2d 137; Hommel v. Micco (1991), 76 Ohio App.3d 690, 697. However, if a corporate officer executes an agreement in a way -6- that indicates personal liability, then that officer is personally liable regardless of his intention. Centennial Ins. of New York, supra, 140-142; Spicer v. James (1985), 21 Ohio App.3d 222. Where an officer of a corporation signed an agreement only in his capacity as an officer and there is no genuine issue of material fact in dispute, then he is entitled to judgment as a matter of law dismissing the complaint against him. Marhofer v. Bauer (1995), 101 Ohio App.3d 194. A careful review of the record before us reveals that the Letter of Intent clearly identified appellant as buyer and Le-Air Molded Plastics, Inc. as the seller. The signature line indicates that appellant signed the agreement on his own behalf and that appellee, Virginia Goforth, signed on behalf of Le-Air Molded Plastics, Inc. No signatures were entered on behalf of any shareholder. Appellant asserts that the corporate veil of Le-Air Molded Plastics, Inc. must be pierced in order to reach appellee personally. However, appellant has failed to name Le-Air Molded Plastics, Inc., the party to the contract, as a defendant in this matter. Moreover, the record reveals that appellee entered into the contract on behalf of the corporation, Le-Air Molded Plastics, Inc. As a result, the parties to the contact are shown to be appellant as buyer and Le-Air Molded Plastics, Inc. as seller. A breach of contract occurs when a party to the contract fails to perform a contractual duty. One who is not a party to the contract cannot be in breach of the contract. Kotyk v. Rebovich (1993), 87 Ohio App.3d -7- 116. Appellee is not a party to the contract at issue in this matter and, therefore, she is not the proper party in this case. Consequently, we find the trial court properly determined that summary judgment would lie in favor of appellee on appellant's claim for breach of contract. In his second assigned error, appellant complains that the trial court erred in granting judgment for appellee when the motion for summary judgment did not address all of the claims in appellant's complaint. Appellant's argument is without merit. A careful review of the record reveals that each claim in appellant's complaint against appellee is based upon the contractual relationship of the parties. Count two of appellant's complaint claimed that appellee made misrepresentations regarding the exclusive negotiations and fair dealing upon which appellant relied to his detriment; count three claims that appellee misappropriated appellant's appraisal report which was to remain property of appellant pursuant to the terms of the contract; count four alleges appellee failed to act in good faith by negotiating for the sale of the business with other parties, by providing confidential information obtained from appellant to others, and by acting in bad faith in her negotiations with appellant; and count five alleges appellee converted the appraisal reports, which remained property of appellant pursuant to the terms of the agreement, to her own use. Thus, it can be seen that each and every claim made by appellant has its basis in the contractual relationship of the parties. Therefore, consistent with our -8- determination in the analysis of appellant's first assignment of error wherein we found that appellee was not a party to the contract, we find the remaining claims were properly disposed of by the trial court in its grant of summary judgment in favor of appellee. Judgment affirmed. -9- It is ordered that appellee recover of appellant her costs herein taxed. The court finds there were reasonable grounds for this appeal. It is ordered that a special mandate issue out of this court directing the Common Pleas Court to carry this judgment into execution. A certified copy of this entry shall constitute the mandate pursuant to Rule 27 of the Rules of Appellate Procedure. TIMOTHY E. McMONAGLE JUDGE NAHRA, P.J. and O'DONNELL, J., CONCUR. N.B. This entry is an announcement of the court's decision. See App.R. 22(D) and 26(A); Loc.App.R. 22(B), 22(D) and 26(A); Loc.App.R. 27. This decision will be journalized and will become the judgment and order of the court pursuant to App.R. 22(E) unless a motion for reconsideration with supporting brief, per App.R. 26(A), is filed within ten (10) days of the announcement of the court's decision. The time period for review by the Supreme Court of Ohio shall begin to run upon the journalization of this court's .