# Glickman v. Coakley > Ohio Court of Appeals · November 26, 1984 · 22 Ohio App. 3d 49 URL: https://www.frixlaw.com/law-library/cases/3779677 ## Case - **Full name:** Glickman, Appellant, v. Coakley Et Al., Appellees - **Court:** Ohio Court of Appeals - **Decided:** November 26, 1984 - **Citations:** 22 Ohio App. 3d 49; 22 Ohio B. 145; 488 N.E.2d 906; 1984 Ohio App. LEXIS 12691 - **Precedential status:** Published - **Opinion:** Dissent - **Judges:** Corrigan, Markus, Pryatel - **Cited by:** 7 later opinions in the Frix Law Library ## Citator (automated) - No negative treatment found by the automated citator. That is not the same as a confirmation that the case is good law; read the citing cases. - Full citator and citing cases: https://www.frixlaw.com/law-library/cases/3779677 ## How later opinions describe it (automated extraction) - holding that, in option contract where of 19 PAGEID #: 586 time was of the essence, contractual obligation to deliver notice by Saturday March 15 was not satisfied by Monday March 17 delivery ## Opinion text I respectfully dissent from the majority's decision because I believe that the trial court properly granted the appellees' motion for a directed verdict. Civ. R. 50(A)(4) provides: "When granted on the evidence. When a motion for a directed verdict has been properly made, and the trial court, after construing the evidence most strongly in favor of the party against whom the motion is directed, finds that upon any determinative issue reasonable minds could come to but one conclusion upon the evidence submitted and that conclusion is adverse to such party, the court shall sustain the motion and direct a verdict for the moving party as to that issue." *Page 56 It is my view that this standard has been met in the instant case. Paragraph 1 of the contract in question specifically states that the consideration that the appellant paid for the option was not refundable, "whether or not the option [was] exercised." The only exception to this clause appears in paragraph 9, which begins: "Glickman may, by notice to the Shareholders delivered on or before March 15, 1980, terminate the option herein contained in the event that he may not legally purchase the shares." (Emphasis added.) The appellant's argument has consistently been that, since he had not received express Federal Reserve Board approval to purchase the bank shares by March 15, 1980, then he could not legally purchase those shares and had the right to receive the consideration he paid for the option. If paragraph 9 is considered in isolation from the remainder of the contract, the appellant's interpretation is reasonable. However, at the very least, paragraph 9 must be read in conjunction with paragraph 8. The latter sets forth the covenants to which the appellant must have adhered in order to enforce the agreement. First, the appellant was required to file notice with the Federal Reserve Board that he intended to purchase the bank shares. Secondly, he was required to utilize his best efforts to furnish information to the board. Third, if the board disapproved the transaction, the appellant could have, but was not required to, pursue administrative and/or judicial remedies to overturn the board's decision. Finally, if the appellant affirmatively ceased to pursue his application to purchase the shares, then he was required to give notice to the appellees as set forth in paragraph 9. Under any reasonable interpretation of paragraphs 8 and 9, the appellant was required to receive Federal Reserve Board disapproval before he could terminate the option. If the appellant was not required to receive disapproval before he could terminate the option, then he could have terminated the option immediately after signing the agreement, since, at that point in time, under his interpretation, he could not legally have purchased the shares. Further, even if the appellant served the requisite notice on the Federal Reserve Board, under his reading of the agreement, he could have utilized his best efforts to supply the board with information for one week and then decided to terminate the option. Clearly, such a situation was not what the parties envisioned when reaching the agreement. Now, the majority has imposed a reasonable time standard regarding how long the appellant was required to use his best efforts to supply the Federal Reserve Board with information. I disagree with this imposition. The board was still in the process of gathering information at the time that the appellant terminated the option. That the appellant could have lost his money was a risk of which he was aware at the time that he signed the agreement. The existence of that risk should not have necessitated the result that he was no longer required to exert his best efforts to supply the board with information at the expiration of the option period. If the board needed more time to complete its investigation, then appellant was required, under the terms of the contract, to cooperate with the board by supplying it with all required information. That the option expiration date could have come and gone without a decision by the board should have been of no consequence to that requirement. The aforementioned sentence from paragraph 9 contains the phrase, "in the event that he may not legally purchase the shares." (Emphasis added.) Thus, the parties were contemplating that a particular act would signify that the appellant could not legally purchase the shares. That event was disapproval by *Page 57 the Federal Reserve Board. In my view, the language of the contract is clear in its requirement that the appellant had to receive that disapproval before he could terminate the option. This is the only conclusion that reasonable minds could reach. Accordingly, I would affirm the decision of the trial court. --- Source: Frix Law Library, https://www.frixlaw.com/law-library/cases/3779677. Public record. Not legal advice.