See Savedoff v. Access Group, Inc., 524 F.3d 754, 764 (6th Cir. 2008) (holding that the duty of good faith depends upon the contract language, "which leads to an evaluation of reasonable expectations of the parties") (quotations omitted) (applying Ohio law); Willow Park Convalescent Home v. Crestmont Cleveland P'ship, 2003 Ohio 172, P48 (Ohio Ct. App. Jan. 16, 2003) (holding that "[a]n `agreement to agree' . . . implies that the parties will negotiate in good faith) (citing Ohio Rev. Code § 1301.09). Defendant cites an Ohio appellate decision stating that parties have no duty to negotiate in good faith "when there is no evidence of a binding contract." (Mot. 15 (citing Morganstern, Macadams Devito Co., L.P.A. v. Hilliard Bldg. P'ship, 2001 Ohio 4258 (Ohio Ct. App. Dec. 13, 2001).) Here, however, the parties' conduct constitutes evidence of a binding contract, and it is a question of fact whether the parties had a binding agreement to agree. If the parties had such an agreement, that agreement implies a duty to negotiate in good faith.

"It is axiomatic that the formation of a contract is dependent upon both offer and acceptance and that silence in response to an offer does not generally indicate assent." Univ. Hosps. of Cleveland v. Lynch, 96 Ohio St.3d 118, 2002-Ohio-3748, 772 N.E.2d 105, ¶ 62, citing 1 Corbin on Contracts, Sections 3.18 and 3.28 (Rev.Ed.1993); see also Morganstern, Macadams & Devito Co., L.PA. v. Hilliard Bldg. Partnership, 8th Dist. Cuyahoga No. 79407, 2001 Ohio App. LEXIS 5514 (Dec. 13, 2001) (noting that "silence in response to an offer will not constitute an acceptance of an offer, especially if the relationship between the parties justifies an expectation of a reply"), citing Richard A. Berjian, D.O., Inc. v. Ohio Bell Tel. Co., 54 Ohio St.2d 147, 375 N.E.2d 410 (1978). {¶ 84} Even assuming arguendo that Mackert was acting as Cochran's agent, there is a very significant difference in Mackert stating his belief that Cochran would accept the proposal versus Cochran actually conveying his acceptance.

{¶ 23} The threshold inquiry in the case at bar is whether a contract was actually formed between the parties. Problems relating to the actual formation of a binding contract involve questions related to offer, acceptance, or consideration. Morganstern, Macadams Devito Co., L.P.A. v. Hilliard Bldg. Partnership. (Dec. 13, 2001), Cuyahoga App. No. 79407, citing Nilavar v. Osborn (2000), 137 Ohio App.3d 469, 738 N.E.2d 1271. {¶ 24} It is a basic maxim that a contract must be supported by valid consideration in order to be enforceable.