# Inland Refuse Transfer Co. v. Browning-Ferris Industries of Ohio, Inc. > Ohio Supreme Court · December 31, 1984 · 15 Ohio St. 3d 321 URL: https://www.frixlaw.com/law-library/cases/6758689 ## Case - **Full name:** Inland Refuse Transfer Co. v. Browning-Ferris Industries of Ohio, Inc. - **Court:** Ohio Supreme Court - **Decided:** December 31, 1984 - **Citations:** 15 Ohio St. 3d 321; 15 Ohio B. 448; 474 N.E.2d 271; 1984 Ohio LEXIS 1296 - **Precedential status:** Published - **Opinion:** Dissent by Holmes - **Judges:** Brown, Celebrezze, Holmes, Locher, Sweeney - **Cited by:** 579 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/6758689 ## How later opinions describe it (automated extraction) - holding that “if a term cannot be determined from the four corners of a contract, factual determination of intent or reasonableness may be necessary to supply the missing term” (citation omitted) - applying that rule of contract interpretation in the context of a summary judgment proceeding - holding that where terms of agreement did not address duration of agreement, issue of material fact precluded summary judgment - noting that when the terms of a contract are unclear from the four corners of the document, the determination of those terms is factual - holding "[extrinsic] evidence is admissible when the court must construe an ambiguous or missing term." ## Opinion text Holmes, J., dissenting. I totally disagree with the majority opinion which reverses the appellate court’s ruling on the first two issues presented. Therefore, I dissent. In their first proposition of law, appellants contend that summary judgment is improper when the issue involves the duration of a contract and such duration is not specifically stated in the Agreement. Appellants argue that an affidavit submitted by James Palladino, the president and sole shareholder of Inland, created an issue of fact in that it was his im *325 pression the purchase agreement package would terminate once the purchase price was satisfied. While summary judgment cannot be granted if there exists a genuine issue of a material fact, it is well-established that construction of a written contract is a matter of law to be determined by the courts. Alexander v. Buckeye Pipe Line Co. (1978), 53 Ohio St. 2d 241 [ 7 O.O.3d 403 ], paragraph one of the syllabus. Where the terms in a contract are clear, this court cannot, as it does here, create a new agreement by finding a different intent from that which is expressed in the contract. Id. at 246 ; Blosser v. Enderlin (1925), 113 Ohio St. 121 , paragraph one of the syllabus; Fidelity & Casualty Ins. Co. v. Hartzell Bros. Co. (1924), 109 Ohio St. 566 . A careful and fair reading of the documents in question would reasonably lead one to conclude that the expressed terms of the Land Contract demonstrate the parties’ intent that Inland’s obligations do not end upon its final payment on the Promissory Note but continue throughout the existence of the landfill. A specific indication of the parties’ intent is found in the relationship between the Promissory Note and the Landfill Agreement. Under the Promissory Note, payments were to be made for five years in twenty quarterly installments. Conversely, the Landfill Agreement provided Browning-Ferris with a favorable five-year fee schedule for the use of the landfill and then set forth a comparable fee formula for each year thereafter. It is reasonably clear that if the parties had intended the Landfill Agreement to terminate at the end of the Promissory Note’s five-year term, they would have had no reason to concern themselves with a fee schedule for the sixth and following years. Thus, I denote from this language a clear intent to place a continuing obligation on Inland throughout the useful existence of the sanitary landfill. Due to the manifest terms of the documents, it is improper for this court to review parol evidence which would alter the parties’ intentions. Blosser, supra; Hartzell Bros. Co., supra. Furthermore, rules of construction are only to be used in ascertaining the intent of the parties when the language is ambiguous. The rules cannot be invoked when the language is clear and the meaning is apparent as the terms of the Agreement are to be applied and not interpreted. Carroll Weir Funeral Home v. Miller (1965), 2 Ohio St. 2d 189, 192 [ 31 O.O.2d 402 ], Therefore, it is improper to consider appellant Palladino’s affidavit. In their second proposition of law, appellants contend that the trial court committed reversible error in not affording them sufficient time for discovery in order to respond to appellees’ motion for summary judgment. They cite Rossman v. Rossman (1975), 47 Ohio App. 2d 103 [ 1 O.O.3d 206 ], as support for their argument. I find this argument without merit as appellants’ stated purpose for the discovery was to demonstrate the parties’ alleged intent that all obligations under the purchase agreement terminated upon payment of *326 the purchase price. As stated above, such evidence is not admissible in light of the clear language of the contract. Accordingly, I would affirm the judgment of the court of appeals. W. Brown, and Locher, JJ., concur in the foregoing dissenting opinion. --- Source: Frix Law Library, https://www.frixlaw.com/law-library/cases/6758689. Public record. Not legal advice.