Myers v. Garson

Wright, J.,

dissenting. Not long ago a majority of my colleagues declared that we sit as a court of equity. See State v. West (1993), 66 Ohio St.3d 508 , 613 N.E.2d 622 . I cannot agree with such a premise; however, I do believe we should apply common business sense to cases involving commercial transactions. We certainly failed in this respect today.

Stripped of irrelevant matters, the facts show two men entering into a real estate development enterprise nearly thirty years ago. Over the years Myers put up $107,000 while Garson negotiated the sundry deals. The two men came to a parting of the ways in 1979. Myers quitclaimed his interest in the property to Garson. Garson, in turn, accepted the property, offered $307,000 in consideration thereof, and continued the enterprise. Garson set aside the $307,000 as an account payable to Myers. 2

*617 This litigation began in 1984 and led to a court of appeals’ holding that the financier, Myers, was entitled to $307,000 plus interest. The court held that the enterprise ended in 1979 and Myers was not entitled to profits earned subsequent to that date. The court below called this relatively simple deal a “novation.” My colleagues in the majority have rejected this appellation in order to reach a contrary result.

Incredibly, by our pronouncement today, the former partner now owes $107,000, which is about a third of the debt he expressly acknowledged in writing nearly fourteen years ago. Did reason prevail here? I think not. We wonder why folks criticize the courts. As Justice Robert H. Jackson once bemoaned: “I give up. Now I realize fully what Mark Twain meant when he said, ‘The more you explain it, the more I don’t understand it.’ ” Securities & Exchange Comm. v. Chenery Corp. (1947), 332 U.S. 194, 214 , 67 S.Ct. 1760 , 1762, 91 L.Ed. 1995, 2008 (Jackson, J., dissenting).

I dissent from this unreasonable and seemingly ludicrous result.

. The court of appeals explained the pertinent facts more clearly than did the majority:

*617 “The trial court’s determination that Myers and Garson rescinded their original agreement in 1979 is warranted by the record. However, there is no support for the conclusion that Myers intended to abandon his share of the profits from the fourteen year endeavor and simply accept a return of his investment. Bather, the evidence indicates that the parties believed Myers had sold his interest in the Bathcrest project to Garson for $307,000.

“Myers never expressly rejected Garson’s offer to buy out his share. Instead, he quitclaimed his interest in the real estate to Garson, consistent with the proposal. Myers’ correspondence of July 12,1979 to Garson’s attorney accompanying the deed acknowledged the $200,000 to be paid in addition to the return of his original investment [of $107,000]. Verification of this amount was requested. Elizabeth Thompson, Myers’ assistant, forwarded a letter dated July 23,1979 on Myers’ behalf inquiring as to when the $200,000 was to be paid. Garson proceeded with the remainder of the project, he testified, believing an agreement had been reached. A sum of $307,000 was set aside in an account for Myers. Myers completely discontinued his participation in the endeavor and did nothing in the next five years to dispel Garson’s understanding that he was on his own. Indeed, a letter from Myers to his son dated June 19, 1983 suggests that Myers was under the impression that Garson owed him $200,000. In any event, Myers did not once demand performance upon the original pre-1979 agreement until after Garson had realized a substantial profit on the completed project.” (Emphasis sic.)