Wiegert

IN THE UNITED STATES DISTRICT COURT

FOR THE SOUTHERN DISTRICT OF OHIO

WESTERN DIVISION

ESTATE OF GERALD A. WIEGERT, :

:

Plaintiff, : Case No. 1:23-cv-234

:

v. : Judge Jeffery P. Hopkins

AMERICAN AEROMOTIVE

CORPORATION,

Defendant.

OPINION AND ORDER

The Estate of Gerald A. Wiegert (“Plaintiff” or “the Wiegert Estate”) is suing

Defendant American Aeromotive Corporation (“Defendant” or “AAC”) in this proceeding.

Both entities share a passion for supercars—in fact, they share a passion for one particular

brand of supercar that goes by the name of Vector. The Vector brand was notable for

producing performance automobiles in the latter decades of the 20th century. Gerald Wiegert

created Vector automobiles and was the driving force behind the company. Since his passing

in 2021, Nava Wiegert, his daughter and administrator of his estate, has sought to carry

forward her father’s legacy. In a similar spirit, AAC was founded by David Sawyer. He, too,

has dedicated significant time and effort to reviving various models of supercars under the

Vector name. While both parties, the Wiegert Estate and AAC, raced toward a similar

destination—ownership and control of the Vector brand or trademark—each eventually came

to see the other as a roadblock. The parties negotiated to avoid a collision over rights to the

Vector trademark, yet just as they appeared poised to cross the finish line, AAC swerved, and

the discussions aimed at reaching an agreement unraveled and this litigation ensued.

Thereafter, the Wiegert Estate sued AAC for breach of contract. Compl., Doc 1. In

the Complaint, the Wiegert Estate seeks primarily to enforce the terms of what it claims was

an agreement reached between the parties to settle the trademark cancellation proceeding

which had been initiated by AAC in the U.S. Patent and Trademark Office’s Trial and Appeal

Board ( the “TTAB”). Id. AAC, on the other hand, denies that there was ever any meeting of

the minds between the parties and asserts that no settlement was ever reached over who would

retain ownership or use of the Vector trademark. After filing the Complaint, the Wiegert

Estate filed a Motion for Settlement Enforcement (“the Wiegert Estate’s Motion for

Settlement Enforcement”). Doc 8. In response, AAC filed a Motion to Dismiss for Lack of

Subject Matter Jurisdiction and for Summary Judgment (“AAC’s Motion to Dismiss”). Doc

17. A hearing on the motions was held on January 18, 2024, after which the parties were

directed to engage in further settlement discussions. After the impasse persisted, on January

27, 2025, the Court entered an Order scheduling a settlement conference before Chief

Magistrate Judge Bowman which also did not bear fruit. Doc. 34. The motions filed by the

parties are now ripe for determination.

For the reasons expressed below, the Court DENIES AAC’s Motion to Dismiss (Doc.

17) and GRANTS the Wiegert Estate’s Motion for Settlement Enforcement (Doc. 8).

I. BACKGROUND

For nearly two decades, AAC’s owner, David Sawyer, has been on a quest to own the

Vector brand marks. As far back as May 2001, Sawyer, through his company AAC and its

affiliates1, purchased the names and marks of the Vector Aeromotive Corporation. Doc. 18-

1, PageID 265–68. Even still, questions remained about AAC’s right to use the Vector name

at that time. Id. at PageID 262. Fast forward to the year 2021. As noted, in 2021 AAC

instituted proceedings before the TTAB asserting that the Wiegert family and their affiliates

had abandoned the Vector mark. Id. In turn, on February 17, 2022, the TTAB entered a

default judgment for AAC. Id. at PageID 390. Subsequently, however, after the Wiegert

Estate caught wind of this and filed a petition requesting review, the TTAB re-opened the

matter for further consideration setting aside the default. Id. at PageID 262.

The proceeding before the TTAB led to an attempt at reconciliation between the

parties. With the TTAB proceeding on pause, Nava Wiegert, the daughter and administrator

of the Wiegert Estate, directed her attorney Natalie Remein to submit a letter offering

settlement terms of the dispute to AAC’s legal counsel, Jaci Overmann. Doc 8-1, PageID 108.

That letter was delivered on March 3, 2023. Id. The letter proposed that the Wiegert Estate

pay $50,000 to AAC to end the “feud.” Id. at PageID 113. The letter also endorsed AAC’s

use of the M-12 model name and stated that the “M-12 is not within our scope of interest as

it is not a Wiegert manifestation.” Id. In a subsequent phone call on March 9, 2023, between

Remein and Overmann, a deal was ostensibly reached. See Doc. 8-1, PageID 108. Speaking

on behalf of AAC, Overmann reportedly stated “we accept” in reference to the settlement

offer contained in the March 3 letter sent at the direction of Nava Wiegert. Id. On that same

call, Remein suggested the agreement be reduced to writing, and Overmann offered to take

1 Sawyer previously formed another company, DAS Corporation (DAS), which later assigned its assets to

AAC. See Doc. 18-1, Page ID 260. Jose Canaan is a part-owner of AAC who submitted a declaration and

testified briefly at the January 18, 2024, hearing on the parties’ opposing motions. See Doc. 18-2, PageID

402.

the first stab at drafting. Id. Nothing in the record indicates that the attorney for either party

explicitly reserved acceptance until the agreement had been drafted and signed, nor was there

any indication that any other terms or conditions remained open for further negotiation other

than the ones proposed in the phone call.

The events that occurred next happened in rapid succession. On March 14, 2023, five

days after the parties’ attorneys had spoken, as she had promised, Overmann drafted a written

version of the agreement memorializing the terms which had been negotiated and emailed it

to Remein. Compl., Doc. 1-1, Ex. A-2, PageID 16. The material terms of the agreement

included three promises by AAC: (1) to not use the “VECTOR Mark,” (2) to dismiss the

cancellation proceedings it had begun at the TTAB, and (3) to withdraw its application for

the Vector trademark. As consideration, Nava Wiegert was obligated to make a one-time

payment of $50,000 to AAC. Id. at Ex. A-3, PageID 20. Responding on March 15, 2023, one

day later on behalf of the Wiegert Estate via email, Remein edited the draft to make two

changes. First, a clarification that AAC must not attempt to register the Vector mark, and

second, that the payment due date be set for 7 to 10 days after the effective date of the contract,

rather than being a static date of March 23. Id. at Ex. A-6, PageID 31. On that same day,

shortly after receiving the amended version of the original draft, Overmann emailed Remein,

responding to the edits stating, “these are fine.” Id. at Ex. A-5, PageID 27.

Following the attorneys’ exchange of the original and edited drafts, on March 20,

2023, Remein transmitted to Overmann the finalized version of the parties’ written

agreement, incorporating the edits made by Remein. Id. at Ex. A-7, PageID 36. As promised,

the final draft of the agreement also contained Remein’s client, Nava Wiegert’s signature. Id.

at PageID 41. Thereafter, things slowed down. Over the next three weeks, the Wiegert Estate

awaited AAC president David Sawyer’s signature on the document. During that time, AAC’s

attorney, Overmann, reported to Remein that the “[o]nly hold up on my end is

logistical/scheduling.” Id. at Ex. A-8, PageID 43. Then, in a sudden turn of events, on April

7, 2023, Overmann contacted Remein to inform her that “[David Sawyer] does not wish to

sign the settlement and is not in agreement” and that AAC as plaintiff in the proceedings

before the TTAB was intent on renewing its efforts at cancellation of any ownership rights in

the Vector mark held by Wiegert. Id. at Ex. A-11, PageID 50. At this point, despite the

progress the attorneys had made towards settling the TTAB Vector trademark litigation, the

parties reached an impasse.

Thereafter, the Wiegert Estate filed this action against AAC seeking: (1) to enforce the

terms of the parties’ alleged settlement agreement resolving the cancellation proceedings and

related disputes between them; (2) an order for a preliminary and permanent injunction

enjoining and restraining AAC, and all persons acting in concert with it, from using the

VECTOR Mark or any mark or designation confusingly similar thereto as agreed to in the

alleged settlement; (3) an order directing AAC to pay the Wiegert Estate the amount of

damages it allegedly sustained as a result of AAC’s alleged breach of the agreement and any

and all appropriate compensatory and other damages caused by AAC in violation of the

common law, and; (4) an order requiring AAC to pay the Wiegert Estate, to the full extent

recoverable under all applicable law, attorney’s fees, costs, and interest incurred in connection

with this action, among other items. Compl., Doc. 1.

II. STANDARD OF REVIEW

A. The Wiegert Estate’s Motion to Enforce Settlement Agreement

Prior to addressing the substance of both parties’ motions, the Court must first

determine whether they should be converted into cross motions for summary judgment.

Regarding the Wiegert Estate’s Motion to Enforce Settlement Agreement, the term

“settlement agreement” is a misnomer. The “settlement agreement” (“the Agreement”) was

proposed in an effort to curtail a trademark cancellation proceeding before the TTAB. Compl.

Doc. 1-1, Ex. A-3, PageID 19. The Agreement did not arise from litigation occurring within

this Court. Therefore, the Complaint correctly originates under the Court’s diversity

jurisdiction as a breach of contract action. See Kokkonen v. Guardian Life Ins. Co. of America, 511

U.S. 375, 381–82 (1994) (holding that when the court has not retained jurisdiction under prior

litigation, the cause of action must originate under an “independent basis for federal

jurisdiction”). Thus, the function of the Motion to Enforce Settlement is to request that the

Court enforce the contract which the Wiegert Estate claims has been breached by AAC. This

amounts to a request for the Court to render judgment on the cause of action listed in the

Complaint, and the Court will construe it as such.

B. AAC’s Motion to Dismiss and for Summary Judgment

The Court next considers AAC’s Motion to Dismiss. Rule 12(d) provides that if

“matters outside the pleadings are presented to and not excluded by the court, the motion

must be treated as one for summary judgment under Rule 56.” Fed. R. Civ. P. 12(d). The

Sixth Circuit has clarified that under Rule 12(d), if matters outside the complaint are presented

with a motion to dismiss, courts “must expressly exclude outside-the-complaint materials or

convert the motion to one for summary judgment.” Cotterman v. City of Cincinnati, Ohio, No.

21-cv-3659, 2023 WL 7132017, at *4 (6th Cir. Oct. 30, 2023) (citing Max Arnold & Sons, LLC

v. W.L. Hailey & Co., 452 F.3d 494, 503 (6th Cir. 2006)) (emphasis omitted). Thus, a district

court has “discretion either to exclude this outside information (and treat the motion as a

motion to dismiss subject to Rule 12’s standards) or to consider the information (and treat the

motion as a summary-judgment motion subject to Rule 56’s standards).” Id. (citing Wysocki

v. Int’l Bus. Mach. Corp., 607 F.3d 1102, 1104 (6th Cir. 2010)).

Under Rule 12(d), if matters outside the pleadings are presented to and not excluded

by the Court, “[a]ll parties must be given a reasonable opportunity to present all the material

that is pertinent to the motion.” Fed. R. Civ. P. 12(d). In this case, both parties rely on matters

outside the pleadings and on evidence adduced at the hearing held on January 18, 2024;

accordingly, “neither party will be surprised or prejudiced by the conversion to a Rule 56

motion.” Stringer v. Nat’l Football League, 474 F. Supp. 2d 894, 914 (S.D. Ohio 2007). The issue

before the Court is centered on the validity of the Agreement, which is included in the record,

testimony from a hearing on the pending motions on January 18, 2024, and other documents

attached to the motions and their briefs. The Court will consider these materials in reviewing

this matter and will therefore treat both the Wiegert Estate and AAC’s motions as motions

for summary judgment under Rule 56.

C. Summary Judgment Standard

That brings the Court to the appropriate standard on cross motions for summary

judgment. Summary judgment is warranted if a “movant shows that there is no genuine issue

as to any material fact and the movant is entitled to judgment as a matter of law.” Fed. R.

Civ. P. 56(a). The movant “‘always bears the initial responsibility of informing the district

court of the basis for its motion and identifying those portions’ of the record which

demonstrate ‘the absence of a genuine issue of material fact.’” Rudolph v. Allstate Ins. Co., No.

2:18-cv-1743, 2020 WL 4530600, at *3 (S.D. Ohio Aug. 6, 2020) (quoting Celotex Corp. v.

Catrett, 477 U.S. 317, 323 (1986)). In deciding a motion for summary judgment, the Court

must view the evidence in the light most favorable to the nonmoving party. Matsushita Elec.

Indus. Co. v. Zenith Radio Corp., 475 U.S. 574, 587 (1986); Cox v. Ky. Dep’t of Transp., 53 F.3d

146, 150 (6th Cir. 1995) (“In arriving at a resolution, the court must afford all reasonable

inferences, and construe the evidence in the light most favorable to the nonmoving party.”).

The non-movant cannot defeat summary judgment merely by pointing to any factual

dispute. Indeed, the “‘mere existence of some alleged factual dispute between the parties will

not defeat an otherwise properly supported motion for summary judgment; the requirement

is that there be no genuine issue of material fact.’” Int’l Outdoor, Inc. v. City of Troy, 974 F.3d

690, 697 (6th Cir. 2020) (quoting Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 247–48 (1986)).

A fact is material if its resolution affects the outcome of an action, and a dispute is genuine if

“the evidence is such that a reasonable jury could return a verdict for the nonmoving party.”

Anderson, 477 U.S. at 248. At bottom, the Court must determine whether there is some

“sufficient disagreement” that necessitates submitting the matter to a jury. Moore v. Phillip

Morris Cos., Inc., 8 F.3d 335, 340 (6th Cir. 1993) (quoting Anderson, 477 U.S. at 251–52).

As here, when reviewing cross-motions for summary judgment, courts should

“evaluate each motion on its own merits and view all facts and inferences in the light most

favorable to the nonmoving party.” Wiley v. United States, 20 F.3d 222, 224 (6th Cir. 1994).

Accordingly, “[t]he fact that one party fails to satisfy [its] burden on his or her own Rule 56

motion does not automatically indicate that the opposing party or parties has satisfied their

burden and should be granted summary judgment on the other motion.” Fed. Energy Regul.

Comm’n v. Coaltrain Energy, L.P., 501 F. Supp. 3d 503, 522 (S.D. Ohio 2020). Furthermore,

“[t]he filing of cross-motions for summary judgment does not necessarily mean that the

parties consent to resolution of the case on the existing record or that the district court is free

to treat the case as if it was submitted for final resolution on a stipulated record.” Taft Broad.

Co. v. United States, 929 F.2d 240, 248 (6th Cir. 1991) (quoting John v. State of La. (Bd. of Trs.

for State Colls. & Univs.), 757 F.2d 698, 705 (5th Cir. 1985)). In short, the standard of review

for cross-motions for summary judgment does not differ from the standard applied when a

motion is filed by only one party to the litigation. Id.

III. LAW AND ANALYSIS

A. Jurisdiction

The first issue before the Court is whether subject matter jurisdiction exists to hear this

case. The diversity of the parties is not contested as this case involves a dispute between

citizens of different states—the Wiegert Estate, a California entity and AAC, a Florida

company with a principal place of business in Ohio. See Compl. Doc. 1, ¶ 4; see also Doc. 7, ¶

4. Instead, AAC contends that the $75,000 requirement is not met because the amount in

controversy, i.e., the amount to be paid by the Wiegert Estate as consideration under the

Agreement, was only $50,000.

“[I]t is well established that federal courts are courts of limited jurisdiction, possessing

only that power authorized by the Constitution and statute.” Hudson v. Coleman, 347 F.3d 138,

141 (6th Cir. 2003) (citations omitted). In accordance with 28 U.S.C. § 1332(a), district courts

have original jurisdiction over cases between citizens of different states where the “matter in

controversy exceeds the sum or value of $75,000.” 28 U.S.C. 1332(a). The burden is on the

party invoking federal court jurisdiction to demonstrate “by competent proof that the

complete-diversity and amount-in-controversy requirements are met.” Cleveland Hous. Renewal

Project v. Deutsche Bank Tr. Co., 621 F.3d 554, 559 (6th Cir. 2010) (citing Hertz Corp. v. Friend,

559 U.S. 77, 96–97 (2010)). And the party bearing that burden must establish that it is “more

likely than not” that the amount in controversy exceeds $75,000. Id. at 560. “In actions

seeking declaratory or injunctive relief, it is well established that the amount in controversy is

measured by the value of the object of the litigation” Hunt v. Wash. State Apple Adver. Comm’n,

432 U.S. 333, 347 (1977). When boiled down to the fundamentals, the object of the litigation

here involves the contracted right to own or control the Vector trademark.

Here, the Wiegert Estate has met its burden. The Complaint alleges loss of business

opportunity in excess of $75,000 as a result of AAC’s contract breach. Compl., Doc. 1, ¶ 5.

In her original offer letter addressed to AAC’s president David Sawyer, Nava Wiegert

referenced the Wiegert Estate’s plans to use the Vector trademark to “relaunch VECTOR and

original Wiegert-designed models.” Compl., Doc. 1-1, Ex. A-1, PageID 14. In her

declaration, Ms. Wiegert detailed that these plans involved a licensing agreement with a

partner company valued in excess of $75,000. Doc. 19-1, PageID 486–87. These statements

are supported by the declaration of Francesco Aglietti, CEO of Dexet Technologies, who

planned to enter the licensing agreement with Ms. Wiegert. In his declaration, Aglietti states

that the licensing agreement would include a “six-figure upfront payment plus royalties”

leading to a total “which would be in the seven figures.” Doc. 19-2, PageID 551. Based on

Aglietti’s declaration testimony, the Court finds that it is more likely than not that the object

of the litigation—ownership or control of the Vector trademark—has a value exceeding

$75,000. As a result, it is entirely proper for this Court to exercise diversity jurisdiction. The

case involves citizens of different states; the object of the litigation is to obtain injunctive relief

to enforce a contract reached between them; the contract concerns the exclusive right to own,

use, and perhaps license the Vector trademark in the construction of supercars; and according

to the uncontroverted evidence presented, that trademark has an attested value well above

§ 1332(a)’s $75,000 threshold. Under the circumstances, the relatively low burden of proof

needed to satisfy the monetary requirement has been met. See Hunt, 432 U.S. at 347. Thus,

AAC’s attempt to dismiss this case for lack of subject matter jurisdiction must be rejected.

B. Breach of Contract

Having established that diversity jurisdiction exists, the Court turns to the central

dispute in the case—the Wiegert Estate’s claim that AAC breached the Agreement. Federal

courts sitting in diversity must apply the forum state’s substantive law—here, Ohio. See Erie

R.R. Co. v. Tompkins, 304 U.S. 64, 78 (1938). Thus, to establish a breach of contract claim

under Ohio law, the Wiegert Estate “must prove, by a preponderance of the evidence, ‘the

existence of a contract, performance by the plaintiff, breach by the defendant, and damage or

loss to the plaintiff.’” LifeBio, Inc. v. Eva Garland Consulting, LLC, 682 F. Supp. 3d 692, 701

(S.D. Ohio 2023) (quoting Savedoff v. Access Grp., Inc., 524 F.3d 754, 762 (6th Cir. 2008) (other

citations omitted).

1. Authority to Enter into Settlement

While not directly addressed in the briefs, the legal issue of delegation of authority was

indirectly raised by Sawyer, AAC’s president, in his testimony at the hearing on January 18,

2024. Hearing Tr., Doc. 30, 137:10–138:22. As a result, the Court feels it pertinent to clarify

the law as it pertains to this issue and the facts of this case before addressing the merits of the

Wiegert Estate’s breach of contract claim. The question arises: did the attorneys, and in

particular, Overmann, have authority from AAC to enter into a settlement of the TTAB

proceedings which now gives rise to the contract dispute before this Court?

Ohio law has enforced settlements negotiated by client-authorized attorneys, even if

the settlement terms are rejected by their clients after the fact. One court has aptly stated the

rule in Ohio: “[i]f an attorney settles a client’s claims without having been given authority to

discuss settlement with opposing counsel, that settlement is not enforceable. However, if an

attorney is given authority to negotiate a settlement, but settles the client’s claims on terms

unacceptable to the client, such a settlement is enforceable despite the client’s lack of

consent.” Patel v. Lowes Home Centers, Inc., No. 2:05-CV-775, 2007 WL 544049, *6 (S.D. Ohio

Feb. 16, 2007) (citations omitted); see also Kraras v. Safeskin Corp., No. 2:98-CV-169, 2004 WL

2375525, *8 (S.D. Ohio Aug. 26, 2004) (holding that by retaining attorneys and authorizing

them to enter into settlement negotiations, the attorneys “had authority to bind [client] to a

specific sum even if [client] did not agree to that settlement”); see also Argo Plastic Products Co.

v. City of Cleveland, 474 N.E.2d 328, 331 (1984) (finding a $500,000 settlement to be

enforceable because the city authorized its attorney to negotiate the city’s claims, although

the city only authorized a $2,500 settlement).2 Finally, “authorization for an attorney to settle

a client’s claim need not be express, but may be ascertained from the surrounding

circumstances.” Elliot v. Gen. Motors Corp., 72 Ohio App.3d 486, 488 (1991); see also Rubel v.

Loire’s Home Ctrs., Inc., 597 F. Supp. 2d 742, 745 (N.D. Ohio 2009).

2 The policy reasons supporting this rule are well-established: “But for this rule of law, prudent litigants could

not rely on opposing counsel’s representation of authorization to settle. Fear of a later claim that counsel

lacked authority to settle would require litigants to go behind counsel to the opposing party in order to verify

authorization for every settlement offer.” Patel, 2007 WL 544049 at *5.

Based on the Ohio law cited, the issue here is whether the client, AAC or its president

David Sawyer, in light of the surrounding circumstances, authorized AAC’s attorney, Jaci

Overmann, to engage in settlement negotiations with the Wiegert Estate’s counsel, Natalie

Remein. At the time of the negotiations, there were no indications that Overmann’s authority

had any boundaries. Sawyer claims now that he understood the Agreement would not be

effective until he approved and signed it. Hearing Tr., Doc. 30, 114:16–18. The Court has

carefully scrutinized Sawyer’s testimony from the hearing. Conspicuously absent from

Sawyer’s testimony is any denial that he authorized Overmann to negotiate with Remein on

behalf of himself or AAC, or that he expressly placed limitations on Overmann’s authority to

enter a settlement. Nor is there anything in the record indicating that Overmann ever

informed her counterpart in the negotiations, Remein, of any limits on her authority, or that

by orally accepting the settlement offer during the March 9 call that acceptance was

contingent on Sawyer’s approval. Indeed, all the facts suggest quite the opposite. And unlike

Remein, who testified at the hearing and whose declaration is part of the record, Overmann

has made no appearance whatsoever in the case to contradict these facts. One thing appears

certain, however; Overmann engaged in some form of settlement negotiations with Remein

on March 9 and the days immediately following concerning the Vector trademark dispute

between the Wiegert Estate and AAC happening in the TTAB. Further, those negotiations

occurred during the critical period after the default judgment in the TTAB proceedings was

vacated and before Overmann gave notice to Remein that the trademark cancellation

proceedings in the TTAB would be resumed.

The “surrounding circumstances” strongly suggest that Overmann was authorized to

negotiate the settlement on AAC’s behalf. Elliot, 72 Ohio App.3d at 488. Not only did Sawyer

and Overmann discuss the letter sent by Nava Wiegert offering AAC $50,000 to terminate

the cancellation proceedings over the Vector trademark in the TTAB, but Sawyer was also

aware that Overmann would be resuming negotiations with Remein towards reaching an

agreement with the Wiegert Estate over its proposal to settle the TTAB litigation for

$50,000—after the two had discussed the letter. Hearing Tr., Doc. 30, 112:22–114:9. Finally,

and importantly here, one cannot overlook the fact that AAC’s attorney Jaci Overmann is the

one who memorialized the settlement agreement in writing, rather than allow it to simply

remain as oral understanding. Indeed, Overmann voluntarily took an active role in drafting

the Agreement. She did not simply act as an intermediary relaying verbal and email

communications to her client. These factors all strongly evince authorization on Overmann’s

part to negotiate the Agreement without any imposed limitations. As previously stated, no

record evidence directly contradicts this understanding. Therefore, the only conclusion that a

jury can reach is that Overmann was duly authorized by AAC to enter negotiations to broker

a settlement with the Wiegert Estate based on the terms that had been proposed by Nava

Wiegert in the letter which formed the basis of the Agreement. Having clarified the

preliminary issue of authority, the Court now turns to the central issue of the case—and that

is whether a valid contract was indeed formed.

2. Existence of a Contract

The Court must determine whether the Agreement between the parties attached to the

Complaint is a valid contract. “Essential elements of a contract include an offer, acceptance,

contractual capacity, consideration (the bargained for legal benefit and/or detriment), a

manifestation of mutual assent and legality of object and of consideration. A meeting of the

minds as to the essential terms of the contract is a requirement to enforcing the contract.”

Minster Farmers Coop. Exch. Co. v. Meyer, 2008-Ohio-1259, ¶ 28 (citations omitted). The dispute

in this case concerns whether mutual assent and a meeting of the minds occurred during the

phone call between the parties’ authorized legal representatives on March 9, 2023 and the

subsequent exchange of emails between the attorneys proposing modest but agreed upon

changes.

Clarity in the terms of an agreement is a strong indication that a meeting of the minds

has occurred. Enforceability “depends on whether the parties have manifested an intention to

be bound by [the] terms and whether these intentions are sufficiently definite to be specifically

enforced.” 17 Ohio Jur. 3d Contracts § 14. The terms of the agreement must “establish an

objective meeting of the minds, which is to say that the contract [is] clear and unambiguous.”

216 Jamaica Ave., LLC v. S & R Playhouse Realty Co., 540 F.3d 433, 440 (6th Cir. 2008). An

objective standard means that “[s]ecretly held, unexpressed intent is not relevant to whether

a contract is formed.” Nilavar v. Osborn, 127 Ohio App. 3d 1, 12 (1998), modified on

reconsideration (May 12, 1998). It is also noteworthy that Ohio courts have recognized that

“expressions of assent are generally sufficient to show a meeting of the minds.” Rudd v. Online

Res., Inc., No. 17500, 1999 WL 397351, at *5 (Ohio Ct. App. June 18, 1999).

An incomplete attempt to reduce the agreement to writing does not disprove a meeting

of the minds has occurred, especially where parties have not expressly reserved finalization.

“The existence of a valid agreement is not diminished by the fact that the parties have yet to

memorialize the agreement. When the parties have agreed on the essential terms of a

settlement, and all that remains is to memorialize the agreement in writing, the parties are

bound by the terms of the oral agreement.” RE/MAX Int’l, Inc. v. Realty One, Inc., 271 F.3d

633, 646 (6th Cir. 2001) (applying Ohio law). Even where settlement terms are reached

through negotiation, but signature is refused on a finalized written agreement, Ohio courts

have found that the initial agreement does not lose its binding force. See Turoczy Bonding Co.

v. Mitchell, 2018-Ohio-3173, ¶ 21–23 (8th Dist.); see also Swan v. Villas Condo. Unit Owners’ Assn,

2024-Ohio-2313, ¶ 26 (1st Dist.). In those cases, the court was persuaded by the absence of an

express statement that the agreement would not become binding until it was formally

executed. Id.

Returning to the matter before this Court, the March 9 phone call established clarity

over the terms of the Agreement, and neither parties’ attorney made an express reservation of

finalization—meaning neither attorney stated that the Agreement would only become binding

when reduced to writing and approved by their respective clients. The attorney negotiating

for the Wiegert Estate, Natalie Remein, testified that AAC’s counsel, Jaci Overmann, called

in response to the offer for a settlement and said, “we accept.” Hearing Tr., Doc. 30, 25:1–6.

“We accept” is a clear expression of assent. Conditions relating to the M-12 were not

discussed on that call. Id at 26:2–4. Nor were any qualifications expressed as to the finality of

the Agreement. Id.

Even though the Wiegert Estate’s offer initiated the negotiation, terms were

sufficiently clear that AAC’s counsel, Jaci Overmann, elected to pen the initial written draft

of the Agreement. See Compl., Doc 1-1, Ex. A, PageID 9. In her email, attaching the draft

Agreement, dated March 14, 2023, sent only five days after the March 9 call between the two

attorneys Overmann, on behalf of AAC, wrote, “Hi Natalie [Remein], As discussed, please

find attached a draft settlement agreement for the matter. If you have any questions or

concerns, please let me know. Otherwise, we look forward to receiving an executed copy. Best, Jaci

[Overmann].” Compl., Doc 1-1, Ex. A-2, PageID 16. (emphasis added). One day later, on

March 15, the Wiegert Estate’s counsel returned the agreement to Remein after making only

minor and inconsequential edits. This is demonstrated by the fact that upon receiving the

edits, attorney Overmann on behalf of AAC quickly responded, “[t]hese are fine” in an email

sent only moments after receiving them. Compl., Doc 1-1, Ex. A-4, PageID 25. Nothing in

this exchange provides any objective indication that more remained to be done to reach an

agreement. Even a week later, when AAC had yet to sign, Overmann expressed that the

“[o]nly hold up on my end is logistical/scheduling.” Compl., Doc. 1-1, Ex. A-8, PageID 43.

AAC has produced no evidence at the hearing or in its Motion that an express

reservation of finality was made during these negotiations. In a futile attempt to produce such

evidence, AAC points to the fact that the Agreement as drafted references signature in

establishing the effective date and the fact that the contract has a merger clause (also referred

to as an integration clause) which states that the “Agreement may be executed by facsimile

signature, or any electronic or scanned image.” Compl., Doc. 1-1, PageID 40. Neither of these

factors is relevant to determining whether there had previously been a meeting of the minds,

as the following analysis demonstrates.

First, as the Court has already stated, the refusal to sign a finalized draft of the

Agreement does not invalidate a previous meeting of the minds. See Turoczy, 2018-Ohio-3173,

at ¶ 21–23 (8th Dist.); see also Swan, 2024-Ohio-2313, at ¶ 26 (1st Dist.). Determining the

effective date is a minor clerical matter to establish a prompt date of payment, it is not a

substantial term of the contract.

Second, the presence of a merger clause referencing signature on an unsigned written

agreement does not demonstrate that the initial oral agreement was incomplete. A merger

clause attempts to address the admissibility of parol evidence related to the oral agreement, it

is not related to the finality of the prior agreement. An oral agreement can be a complete

enforceable agreement without being reduced to writing. A merger clause aims to establish a

new written agreement which integrates the prior oral agreement into the formalized written

one. The oral agreement thereby merges into the written agreement and becomes superseded

by it. The purpose of a merger clause is to ensure that the written agreement “may not be

varied, contradicted or supplemented by evidence of prior or contemporaneous oral

agreements, or prior written agreements.” 43 Ohio Jur. 3d Evidence and Witnesses § 495.

Thus, a failure to attain signature on a written agreement prevents the prior oral agreement

from merging into the written agreement and being subject the parol-evidence rule. However,

without completed merger, the prior agreement continues to stand on its own, and failure to

merge changes nothing about the enforceability of the prior agreement.

Finally, AAC’s subjective concerns about the M-12 do not prevent contract formation

when they were not expressed. AAC’s president David Sawyer, testified that the M-12 rights

were a significant concern to him during the negotiations. Hearing Tr., Doc. 30, 116:25–

117:4. However, AAC did not produce one scintilla of evidence to show that these concerns

were expressed during the course of negotiations or exchanges of drafts between the attorneys

in the effort to memorialize the oral agreement previously reached. Even when AAC’s

attorney, Overmann, drafted the initial written version of the Agreement, she included no

language referring to the M-12. As stated before, a “[s]ecretly held, unexpressed intent is not

relevant to whether a contract is formed.” Nilavar, 127 Ohio App. 3d at 12. With no evidence

in the record demonstrating an expression of this concern during the negotiation, Sawyer’s

testimony is not relevant to the legal determination of an objective meeting of the minds.

For purposes of analysis, AAC, the non-moving party with regard to the Wiegert

Estate’s Motion for Settlement Enforcement, has failed to produce evidence sufficient to

create genuine doubt as to the formation of an agreement between the Wiegert Estate and

AAC. Where the non-movant fails to produce evidence to create a “genuine issue of material

fact,” summary judgment is proper. Street v. J.C. Bradford & Co., 886 F.2d 1472, 1479 (6th Cir.

1989). The non-movant must “do more than simply show there is some metaphysical doubt

as to the material facts.” Matsushita Elec. Indus. Co., 475 U.S. at 586. The Sixth Circuit has

remanded summary judgment over a settlement dispute for failure to conduct an evidentiary

hearing to properly scrutinize “credibility of the affiants” and allow for cross examination.

Kukla v. Nat’l Distillers Prods. Co., 483 F.2d 619, 622 (6th Cir. 1973). Here, the Court has held

an evidentiary hearing on the motions, presenting AAC with a full and fair an opportunity to

adduce evidence of a material dispute of facts. The Court concludes, however, that AAC has

failed to do so, and the oral agreement established that the evidence reflected a meeting of the

minds between the parties.

Further, because the Court finds there exists a valid and enforceable agreement

between the parties, there is no path forward for AAC to prevail on its Motion to Dismiss. In

the Motion to Dismiss, AAC contends that it is entitled to judgment on the basis that (1) no

enforceable agreement exists and (2) diversity jurisdiction is lacking. Doc. 18, PageID 242.

For reasons expressed earlier in this opinion, the Court has rejected both of these arguments.

Thus, AAC is not entitled to summary judgment as a matter of law.

3. Performance by the Plaintiff and Breach by the Defendant

Turning next to the remaining two elements of the Wiegert Estate’s breach of contract

claim which must be established, the Court’s focus now shifts to: performance and breach.

The Wiegert Estate’s obligation under the Agreement was to pay $50,000 to AAC. “The

general rule is that a party seeking specific performance of a contract must show performance

on his part; yet there are clearly defined exceptions, and one of them is that, when the other

party repudiates and makes it certain that he does not intend under any circumstances to

comply, a showing of readiness and ability on the part of the complaining party to then and

there perform his part communicated to the other party, and accompanied with a demand of

compliance by such other party, is sufficient compliance without an actual formal tender.’”

Unger v. Chaves, 113 N.E.2d 753, 756 (Ohio Ct. App. 1953) (quoting George Wiedemann Brewing

Company v. Maxwell, 84 N.E. 595, 597–98 (1908)).

Here, again, the record shows that the Wiegert Estate demonstrated readiness and

ability to perform. On March 27, 2023, the Wiegert Estate’s counsel, Remein, requested

notification of finalization of the written agreement so her client, the Nava Wiegert, could

“send the check.” Compl., Doc. 1-1, Ex. A-9, PageID 46. This clearly demonstrates readiness

and ability to perform on the part of the Wiegert Estate. Instead, however, on April 7, 2023,

Overmann notified Remein of David Sawyer’s decision to reject the settlement agreement

negotiated by the attorneys and to renew AAC’s trademark cancellation action before the

TTAB, buttressed by its submitting of Requests for Production, Interrogatories, and

Admissions. Compl., Doc 1-1. Ex. A-11, PageID 50. These actions were in violation of the

terms of the Agreement the parties had reached and amounted to a repudiation and breach.

Within three weeks, the Wiegert Estate filed this breach of contract action, which was

tantamount to a demand for compliance. Thus, the second and third elements of a breach of

contract action have been fulfilled, with no evidence in the record to dispute these facts.

4, Damage or Loss to the Plaintiff

As a result of AAC’s breach, the Wiegert Estate has been unable to proceed with a

licensing deal for the Vector brand that is reportedly worth at least a million dollars. See Doc.

19-2, PageID 551. This satisfies the element of damage or loss.

IV. CONCLUSION

For all the reasons expressed, the Court DENIES AAC’s Motion to Dismiss for Lack

of Subject Matter Jurisdiction and for Summary Judgment (Doc. 17) and GRANTS the

Wicgert Estate’s Motion for Settlement Enforcement (Doc. 8). It is hereby ORDERED that

the Agreement be enforced. The Court ORDERS the clerk to ENTER JUDGMENT in favor

of the Wiegert Estate. The Wiegert Estate shall have 28 days from the date of this Opinion

and Order to file a motion regarding any damages they seek. AAC shall have 21 days to file

its response. The Wiegert Estate may file a reply 14 days thereafter. A hearing regarding

damages may be scheduled upon further order of the Court.

IT IS SO ORDERED. .

November 18, 2025 ON a bev

Jeffery P. Hopkins

United States District Judge

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