Granted, some terms, like “[d]efault provisions” or terms addressing “incidental or collateral” matters, are not typically material. See Tauber v. Quan, 938 A.2d 724, 730 (D.C. 2007); United House of Prayer for All People, 112 A.3d at 338; accord Santomauro v. Sumss Prop. Mgmt., LLC, 134 N.E.3d 1250, 1263 (Ohio Ct. App. 2019). And other terms, like the subject matter of the agreement, price, payment terms, quantity, quality, and duration, are “usually” material.
{¶ 7} SUMSS appealed the April 2018 order to the Ninth District Court of Appeals, which affirmed the judgment in part, reversed it in part, and remanded for further proceedings. See Santomauro v. SUMSS Property Mgt, L.L.C., 2019-Ohio-4335, 134 N.E.3d 1250, ¶ 1 (9th Dist.) ("Santomauro I "), appeal not accepted, 158 Ohio St.3d 1410, 2020-Ohio-518, 139 N.E.3d 916. The court of appeals directed the general division to adopt a journal entry on remand that "accurately reflected] the parties' settlement agreement as stated on the record."
{¶ 7} SUMSS appealed the April 2018 order to the Ninth District Court of Appeals, which affirmed the judgment in part, reversed it in part, and remanded for further proceedings. SeeSantomauro v. SUMSS Property Mgt., L.L.C. , 2019-Ohio-4335, 134 N.E.3d 1250, ¶ 1 (9th Dist.) ("Santomauro I ").
Id. at ¶ 10. {¶ 64}Turoczy, Cugini, and Apple, are all distinguishable from the present case, because in each of them, although the settlement agreements were not reduced to a signed writing, evidence was presented establishing enforceable terms of an oral agreement. For the same reasons, appellees reliance on Santomauro v. Sumss Property Mgmt., LLC, 2019-Ohio-4335, 134 N.E.3d 1250, ¶ 4 (9th Dist.) (settlement agreement read into the record in open court); Mathews v. E. Pike Local School Dist. Bd. Of Edn., 4th Dist. Pike No. 12CA831, 2013-Ohio-4437, ¶ 11 (the trial court held a hearing and received testimony that Mathews' attorney was authorized to accept the settlement agreement); Aber v. Vilamoura, Inc., 184 Ohio App.3d 658, 2009-Ohio-3364, 922 N.E.2d 236 (9th Dist.) (testimony taken at a hearing on the motion to enforce the settlement agreement from the parties' lawyers); Kostelnik, 96 Ohio St.3d 1, 2002-Ohio-2985, 770 N.E.2d 58 (examined the evidence surrounding the settlement agreement—which included a letter from one of the defendants confirming the settlement agreement, the releases separately provided by the two defendants, Kostelnik's conduct of not objecting to the terms of the releases and seeking approval of the settlement and distribution of the proceeds from the probate court, and Kostelnik's later action of seeking relief from judgment against onl
Kostelnik v. Helper, 2002-Ohio-2985, ¶ 16, 96 Ohio St. 3d 1, 3, 770 N.E.2d 58, 61. A dispute over the meaning of a particular provision in a contract does not "constitute an absence of a material term that could defeat the enforceability of the contract." Santomauro v. Sumss Prop. Mgmt., LLC, 2019-Ohio-4335, ¶ 33, 134 N.E.3d 1250, 1262-63 (internal citations omitted). Here, the parties do not dispute that there was a meeting of minds on all the essential terms: (1) the payment of a sum to settle claims by two classes of plaintiffs; and (2) the existence of enforcement mechanisms upon default.
Kostelnik v. Helper, 2002-Ohio-2985, ¶ 16, 96 Ohio St. 3d 1, 3, 770 N.E.2d 58, 61. A dispute over the meaning of a particular provision in a contract does not "constitute an absence of a material term that could defeat the enforceability of the contract." Santomauro v. Sumss Prop. Mgmt., LLC, 2019-Ohio-4335, ¶ 33, 134 N.E.3d 1250, 1262-63 (internal citations omitted). Here, the parties do not dispute that there was a meeting of minds on all the essential terms (the payment of a sum to settle claims by two classes of plaintiffs), but do dispute the meaning of an ancillary provision in the Agreement.
Id. {¶34} Furthermore, "[i]f the record clearly reflects that the parties intended to include a term in their settlement agreement, the trial court does not have the discretion to adopt a judgment entry that unilaterally excludes or adds terms in a manner that would result in a settlement agreement that is inconsistent with the parties' agreement." Santomauro v. Sumss Property Mgt., LLC, 2019-Ohio-4335, 134 N.E.3d 1250, ¶ 55 (9th Dist.), citing Cuyahoga Falls v. Wells, 9th Dist. Summit No. 19959, 2001 WL 81260, *3 (Jan. 31, 2001). "It is reversible error for a trial court to adopt a judgment entry that fails to accurately reflect the entire settlement agreement."