## Facts

- A landlord, Jack K. Beatley, offered an apartment near Ohio State University for the 2006–2007 school year; his agent, Lavon Baker, showed the unit to prospective student tenants.
- After selecting the unit, three students signed a written lease and submitted rental applications.
- The students testified that Baker stated the lease would become binding only if, within 24 hours, they (1) obtained a guarantor to sign a guaranty, (2) paid a $1,460 deposit, and (3) secured a fourth tenant to sign and occupy the unit.
- The alleged conditions were not stated in the written lease.
- Beatley later signed the lease, approved the applications, and removed the unit from the market.
- The lease term was to begin September 18, 2006; the students did not move in and asserted they had never completed the stated conditions and did not believe they owed rent.
- Beatley re-rented the unit and sued for breach of contract, seeking unpaid rent and related amounts.

## Issues

1. Whether the parol-evidence rule bars evidence of oral conditions precedent to the effectiveness of a written lease when the alleged conditions do not contradict the lease’s written terms.
2. Whether the students’ evidence of oral conditions precedent created a genuine issue of material fact that made summary judgment for the landlord improper.

## Decision

- The appellate court reversed the grant of summary judgment to Beatley and remanded for further proceedings.
- The court held the parol-evidence rule does not bar evidence of oral conditions precedent to a contract’s formation or effectiveness when the conditions do not contradict the written agreement.
- The students’ testimony created a genuine issue of material fact as to whether the lease ever became binding, precluding summary judgment.
- The court did not reach arguments regarding mitigation of damages because reversal on liability made them unnecessary to decide at that stage.

## Legal Principles

- Parol evidence is generally inadmissible to vary or contradict the terms of an integrated written agreement.
- Parol evidence is admissible to prove an oral condition precedent to the existence or effectiveness of a written contract, so long as the alleged condition does not contradict the contract’s express terms.
- When competent evidence supports competing accounts of whether a written agreement was intended to become binding only upon specified conditions, the dispute is for the trier of fact and summary judgment is improper.

## Conclusion

The appellate court held that testimony about oral conditions precedent could be considered to determine whether the lease became effective, and because that testimony created a factual dispute about contract formation, summary judgment for the landlord was reversed and the case was remanded.


Beatley v. Knisley, 183 Ohio App. 3d 356 (Ohio Ct. App. 10th Dist. 2009)