Legal Question in Business Law in Ohio

Re: Sub Contract Agreement

Deart Subcontractor: Whether or not the agreement you signed will depend entirely upon each of the terms (word annd meanings)of the contract.

One Ohio Court rendered this opinion regarding contracts: �[73] *** It is well established that there are three categories of contracts: express, implied in fact, and implied in law. Legros v. Tarr (1989), 44 Ohio St.3d 1, 6, 540 N.E.2d 257, 262-263.

Express and implied-in-fact contracts differ from contracts implied in law in that contracts implied in law are not true contracts. Sabin v. Graves (1993), 86 Ohio App.3d 628, 633, 621 N.E.2d 748, 751-752. Implied-in-law contracts are a legal fiction used to effect an equitable result. Id. Because a contract implied in law is a tool of equity, the existence of an implied-in-law contract does not depend on whether the elements of a contract are proven. Id.

[74] On the contrary, the existence of express or implied-in-fact contracts does hinge upon proof of all of the elements of a contract. Lucas v. Costantini (1983), 13 Ohio App.3d 367, 368, 13 OBR 449, 449-451, 469 N.E.2d 927, 928-929. Express contracts diverge from implied-in-fact contracts in the form of proof that is needed to establish each contractual element. Penwell v. Amherst Hosp. (1992), 84 Ohio App.3d 16, 21, 616 N.E.2d 254, 257-258.

In express contracts, assent to the terms of the contract is actually expressed in the form of an offer and an acceptance. Lucas, supra. On the other hand, in implied-in-fact contracts the parties' meeting of the minds is shown by the surrounding circumstances, including the conduct and declarations of the parties, that make it inferable that the contract exists as a matter of tacit understanding. Point E. Condominium Owners' Assn. v. Cedar House Assn. (1995), 104 Ohio App.3d 704, 712, 663 N.E.2d 343, 348-349.

To establish a contract implied in fact a plaintiff must demonstrate that the circumstances surrounding the parties' transaction make it reasonably certain that an agreement was intended. Lucas, supra.

***� Stepp v. Freeman (1997), 119 Ohio App.3d 68 (Second District, Greene County).

If you still have questions, retain an Attorney to advise and assist you. Next time ,however, consult the Attorney BEFORE you sign any agreement to be certain it contains (only) those terms to which you agreed.

Good luck. Sincerely, J. Norman Stark