SNIDER-CANNATA INTERESTS, L.L.C., Appellant, v. RUPER et al., Appellees, 190 Ohio App. 3d 347

Christine T. McMonagle, Judge. {¶ 1} Pursuant to Loc.App.R. 26 and in accordance with McFadden v. Cleveland State Univ., 120 Ohio St.3d 54, 2008-Ohio-4914, 896 N.E.2d 672, this court held an en banc conference to address an alleged conflict between SniderCannata Interests, L.L.C. v. Ruper, Cuyahoga App. No. 93401, 2010-Ohio-1927, 2010 WL 1741077, and several other cases from this appellate district. I {¶2} The Rupers were the owners of property located at 8757 Breeksville Road, Breeksville, Ohio, which they operated as a motel, Pilgrim Inn.

On February 1, 2006, the Rupers and Snider-Cannata entered into a contract, whereby the Rupers were to sell the property to Snider-Cannata for $1.7 million. The sale between the parties did not take place, however. {¶ 3} In April 2007, Snider-Cannata filed this action against the Rupers, seeking a declaratory judgment, and asserting claims for breach of contract, fraud, and misrepresentation. The Rupers counterclaimed for breach of contract and were granted leave to file a third-party complaint. {¶ 4} The Rupers filed a motion for

summary judgment; the court granted the motion and awarded judgment in favor of the Rupers and against Snider-Cannata in the amount of $744,433.04, plus pre- and postjudgment interest. II EN BANC ISSUE {¶ 5} The opinion that was originally released in this matter addressed the issue of whether this appeal was from a final, appealable order; the majority held that it was, the dissent contended that it was not.

Snider-Cannata requested that the court resolve the issue en banc, contending there was a conflict within the Eighth District, and by unanimous vote, we address this issue en banc herein. {¶ 6} In this matter, plaintiff-appellant, Snider-Cannata, sought a declaratory judgment. In particular, the company sought “a declaration that the Contract is null and void, void and voidable, cancelled, and the Plaintiff is entitled to rescission of the Contract and the return of any and all earnest money and deposits paid upon said Contract.” The judgment that granted the Rupers’

summary-judgment motion reads: “Court grants

summary judgment in defendants’ favor and awards defendants judgment against plaintiff in the amount of $744,433.04 plus prejudgment and postjudgment interest at the statutory rate, and costs of this action.” {¶ 7} This court remanded the case to the trial court for clarification of (1) the disposition of Snider-Cannata’s claims against the Rupers and (2) the disposition of the Rupers’ claims against the third-party defendants. On remand, the trial court issued a judgment stating that “all of [Snider-Cannata’s] claims against [the Rupers] were disposed of pursuant to this court’s granting of [the Rupers’] motion for

summary judgment.” The entry further stated that although the court granted the Rupers leave to file a third-party complaint, no such complaint was ever filed and, therefore, there were no claims pending against third-party defendants. {¶ 8} This court has held that “[w]hen a trial court enters a judgment in a declaratory judgment action, the order must declare all of the parties’ rights and obligations in order to constitute a final, appealable order.” Stiggers v. Erie Ins. Group, Cuyahoga App. No. 85418, 2005-Ohio-3434, 2005 WL 1541021, ¶ 5; Mocker v. Zeiger, Cuyahoga App.

No. 92044, 2009-Ohio-3102, 2009 WL 1819443, ¶ 13. “As a general rule, a trial court does not fulfill its function in a declaratory judgment action when it fails to construe the documents at issue. Hence the entry of judgment in favor of one party or the other, without further explanation, is jurisdictionally insufficient; it does not qualify as a final order.” Highland Business Park, L.L.C. v. Grubb & Ellis Co., Cuyahoga App.

No. 85225, 2005-Ohio-3139, 2005 WL 1484051, ¶ 23; Mocker at ¶ 13. {¶ 9} Here, the trial court rendered a judgment in favor of the Rupers without further explanation, and therefore, on its face, the judgment was jurisdictionally insufficient.

However, the trial court could not have rendered a judgment in favor of the Rupers on their breach-of-contract claim if it had found that the contract was “null and void, void and voidable, cancelled, and the Plaintiff [was] entitled to recission of the Contract and the return of any and all earnest money and deposits paid upon said Contract,” as sought by Snider-Cannata’s request for declaratory judgment.

Therefore, we read the trial court’s entry as impliedly denying Snider-Cannata’s request for declaratory relief, especially in light of the fact that this case has already been returned to the trial court once. {¶ 10} The Ninth Appellate District recently reached a result similar to the one we reach here, in Revis v. Ohio Chamber Ballet, Summit App. No. 24696, 2010-Ohio-2201, 2010 WL 1986430. There, Revis and other plaintiffs filed a declaratory-judgment action against the Ohio Chamber Ballet and the Ohio attorney general seeking relief on multiple grounds.

Intervening parties entered the action by filing an intervening complaint, and the plaintiffs answered their complaint and counterclaimed with another request for declaratory relief. The Ballet also filed a cross-claim against the intervenors. {¶ 11} The trial court entered a judgment resolving some, but not all, of the plaintiffs’ requests for relief, which resolved the intervenors’ complaint. On appeal, the Ninth District found the judgment to be final and appealable.

In reaching this conclusion, the court held that “[njothing in the record contradicts the conclusion that the court’s determination regarding the endowment funds affected the parties’ substantial rights. Therefore, we conclude that the court’s judgment satisfies R.C. 2505.02’s finality requirements.” Id. at ¶ 7. {¶ 12} The Ninth District further held, “Moreover, Civ.R. 54(

B) would not support the conclusion that the court entered judgment solely as to the claim contained in Intervenors’ complaint because Intervenors’ claim as to the assets was inextricably intertwined with the portion of Revis’ claim seeking a declaration as to the assets.” Id. at ¶ 8. {¶ 13} The preference is that in declaratory-judgment actions, trial courts “declare all of the parties’ rights and obligations,” and generally, that is the standard we look for in declaratory-judgment actions.

A declaratory-judgment action constitutes a special proceeding under R.C. 2505.02, and rulings affecting substantial rights in such proceedings are generally final orders. Gen. Acc. Ins. Co. v. Ins. Co. of N. Am. (1989), 44 Ohio St 3d 17, 21-22, 540 N.E.2d 266. {¶ 14} We reach the result here because the trial court’s ruling affected the parties’ substantial rights and made clear the rights and obligations of the parties. Indeed, this case was previously remanded to the trial court, whereupon the court issued an entry stating that all of Snider-Cannata’s claims against the Rupers were disposed of in the

summary judgment. The trial court did not leave the rights and duties of the parties ambiguous or unknown. {¶ 15} The issue that has been presented to us en banc is whether a declaratory judgment must independently and separately always contain language declaring the rights and responsibilities of the parties in order to constitute a final, appealable order, or whether an appellate court may consider other rulings made in the case that clearly and unambiguously resolve the declaratory issue, in determining whether it may proceed with review.

By vote, we have concluded that where a claim is made for declaratory judgment, and where the trial court does not specifically declare the rights and responsibilities of the parties, an appellate court may nonetheless proceed to determine the merits of the case if the other rulings made by the trial court clearly and unambiguously resolve the declaratory issue. {¶ 16} Therefore, the opinion addressing the merits, Snider-Cannata Interests, L.L.C. v. Ruper, Cuyahoga App. No. 93401, 2010-Ohio-1927, 2010 WL 1741077, remains in full force and effect. So ordered. Frank D.

Celebrezze Jr., and Colleen Conway Cooney, JJ., concur. James J. Sweeney, J., concurs separately. Ann Dyke, J., concurs with separate concurring opinion of James J. Sweeney, J. Patricia A. Blackmon, J., Mary J. Boyle, J., Sean C. Gallagher, A.J., Larry A. Jones, J., and Mary Eileen Kilbane, J., concur with Christine T. McMonagle, J., and with separate concurring opinion of James J. Sweeney, J. Kenneth A. Rocco, J., dissents. Melody J. Stewart, J., concurs in judgment only with dissenting opinion of Kenneth A. Rocco, J. . This court reached a similar result in Westlake v.

Mascot Petroleum Co., Inc. (Apr. 19, 1990), Cuyahoga App. No. 57508, 1990 WL 48960. There, the trial court did not rule on the applicability of the city's zoning ordinance under the defendant’s counterclaim for declaratory relief. Nonetheless, this court held that there was a final, appealable order because "the trial court could not render judgment against [the defendant] unless it found that the minimart was a service station as defined in the zoning ordinance.

That determination was a necessary predicate for rendering judgment, for if the minimart was not a 'service station’ as defined in the ordinance, the trial court's order would have no basis whatsoever.” Id. at fn. 1.