Doner v. Snapp
26 U.C.C. Rep. Serv. 2d (West) 1127, 649 N.E.2d 42, 98 Ohio App. 3d 597 (1994)
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Rule of Law:
In a breach of contract action, a plaintiff must present evidence establishing a genuine issue of material fact regarding damages to survive a motion for summary judgment. Claims for lost profits by a new business must be proven with reasonable certainty and cannot be based on remote or speculative evidence.
Facts:
- In 1990, John D. and Elaine Doner entered into an oral agreement with Chester and Jan Snapp to purchase an ostrich 'trio,' meaning one male and two females, for $9,000.
- The Snapps delivered one female and two male ostriches, which was non-conforming to the agreement.
- In early 1991, the Doners discovered the error when the male ostriches developed their characteristic darker features.
- After the Doners notified the Snapps of the non-conformity, the parties failed to reach an agreement to exchange one of the males for a female.
- In 1992, the Doners traded one of the male ostriches to a Michigan breeder for another male of equal value.
- In 1992, the Doners traded the other non-conforming male ostrich to an Indiana supplier for two female chicks, which Mr. Doner testified was a trade of equivalent value.
- The original female ostrich purchased from the Snapps never laid a fertile egg.
Procedural Posture:
- John and Elaine Doner sued Chester and Jan Snapp for breach of contract in an Ohio trial court (Court of Common Pleas), seeking compensatory damages and lost profits.
- The Snapps, as defendants, filed a motion for summary judgment, arguing the Doners had failed to produce evidence of any actual damages.
- The trial court granted the Snapps' motion for summary judgment and entered a final judgment in their favor.
- The Doners, as appellants, appealed the trial court's grant of summary judgment to the Ohio Court of Appeals.
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Issue:
Does a plaintiff in a breach of contract case for the sale of goods raise a genuine issue of material fact as to damages when they fail to present evidence of either a difference in value between the goods delivered and the goods contracted for, or non-speculative lost profits?
Opinions:
Majority - Brogan, Judge
No. A plaintiff in a breach of contract case fails to raise a genuine issue of material fact as to damages, and thus cannot survive summary judgment, when they do not present sufficient evidence of actual loss. The court reasoned that damages are an essential element of a breach of contract claim and must be established with reasonable certainty. The Doners failed to show damages through a difference-in-value measure because Mr. Doner admitted there was no price difference between male and female ostriches at the time of sale or at the time the breach was discovered. Further, when treating the Doners' subsequent trade for two female chicks as 'cover' under the Uniform Commercial Code, they suffered no loss as they admitted receiving goods of equivalent value. Finally, their claim for lost profits was too remote and speculative, as it was based on guesswork about egg production and the success of an unrelated hen, failing to meet the 'reasonable certainty' standard required for a new business.
Analysis:
This case serves as a crucial reminder that a breach of contract, by itself, is insufficient to sustain a claim; a plaintiff must prove actual damages. The court's decision reinforces the high evidentiary standard for proving lost profits, particularly for new businesses, which cannot rely on speculation. The opinion's application of the UCC's 'cover' remedy to a trade of goods, rather than a cash purchase, demonstrates a flexible, policy-oriented interpretation of commercial law. This precedent clarifies that even with a clear breach, a plaintiff who has successfully mitigated their losses or cannot prove them with reasonable certainty will not be entitled to recovery.
