Poultry Partners, L.L.C. v. Seven Springs Organic Acres, L.L.C.

[Cite as Poultry Partners, L.L.C. v. Seven Springs Organic Acres, L.L.C., 2026-Ohio-3925.] IN THE COURT OF APPEALS OF OHIO THIRD APPELLATE DISTRICT WYANDOT COUNTY POULTRY PARTNERS, LLC, CASE NO. 16-26-05 PLAINTIFF-APPELLANT, v. SEVEN SPRINGS ORGANIC ACRES, OPINION AND LLC, JUDGMENT ENTRY DEFENDANT-APPELLEE. Appeal from Wyandot County Common Pleas Court Civil Division Trial Court No. 25-CV-0023 Judgment Reversed and Cause Remanded Date of Decision: October 5, 2026 APPEARANCES: Christopher J. Hogan for Appellant Matthew P. Mullen and David C. Hofsess for Appellee Case No. 16-26-05 WALDICK, J. {¶1} Plaintiff-appellant, Poultry Partners, LLC, doing business as Kalmbach Poultry (“Kalmbach”), appeals the February 24, 2026 judgment of the Wyandot County Court of Common Pleas, wherein the trial court granted summary judgment in favor of defendant-appellee, Seven Springs Organic Acres, LLC (“Seven Springs”), and denied Kalmbach’s motion for partial summary judgment in its favor. For the reasons set forth below, we reverse. Procedural History {¶2} This action originated on March 18, 2025, when Kalmbach filed a complaint against Seven Springs in the trial court. {¶3} The complaint asserted that Kalmbach is an Ohio company that purchases and markets chicken eggs, and that Seven Springs is an Ohio company that provides housing, management, and care of chickens supplied by Kalmbach, for purposes of providing eggs to Kalmbach. {¶4} The complaint alleged that Kalmbach and Seven Springs are parties to a “producer contract”, effective April 7, 2021, pursuant to which Seven Springs was to manage two rental barns and associated property in Brinkhaven, Ohio, in order to care for egg-laying hens provided by Kalmbach. The complaint asserted that the parties had stipulated to venue in Wyandot County for purposes of resolving a dispute between them relating to the producer contract. -2- Case No. 16-26-05 {¶5} The complaint alleged that, pursuant to the contract between the parties, Seven Springs was obligated to provide the barns and care for the hens using Kalmbach’s feed, medication, and supplies, and then was to harvest the eggs for Kalmbach. In exchange, Kalmbach was obligated to pay Seven Springs a fee based on egg production. {¶6} The complaint alleged that the contract’s original term was for three flocks, or approximately four years, with the term “flock” referring to a group of hens or, under the contract, a group of 21,600 layer-strain pullets for each barn. The complaint explained that a flock of hens produces eggs for approximately fourteen to sixteen months and, thus, three flocks of hens, collectively, would produce eggs for approximately four years. The complaint further alleged that, pursuant to the contract, Kalmbach had the right to extend the term of the contract at its sole option, in one-flock increments for an additional seven flocks of 21,600 strain pullets, per barn. The complaint asserted that Kalmbach was exercising that option. {¶7} The complaint asserted that Seven Springs had provided notice of its intention to terminate the contract prior to the expiration of the original term, which the complaint alleged was being done in disregard of Kalmbach’s contractual right to extend the original term of the contract. Specifically, the complaint alleged that on or about September 17, 2024, Seven Springs unilaterally and without cause announced its intention to terminate the contract and Kalmbach responded in writing that Seven Springs’ termination notice was invalid. -3- Case No. 16-26-05 {¶8} Based on those allegations, Kalmbach’s complaint set forth causes of action against Seven Springs for breach of contract, declaratory relief, and indemnification. {¶9} On April 21, 2025, Seven Springs filed its answer to the complaint. In that answer, Seven Springs admitted the complaint’s allegations relating to the identification of the parties and their business interests, admitted the business relationship between the parties as set forth in the complaint, and admitted that the parties had entered into a contractual agreement, effective April 7, 2021, for an original term of three flocks of hens, which is approximately four years. Seven Springs also admitted that it had provided notice of its intention to terminate the contract. However, Seven Springs denied that its termination of the contract constituted a breach thereof, and denied that it had any liability under the causes of action set forth in the complaint. {¶10} On November 10, 2025, Seven Springs filed a motion for summary judgment. In that motion, Seven Springs asserted that it had properly exercised its right to terminate the contract with Kalmbach pursuant to the express and unambiguous terms of the contract, and that the claims raised by Kalmbach in the complaint were therefore subject to summary judgment in Seven Springs’ favor. Filed in support of Seven Springs’ motion for summary judgment was the affidavit of Tobias Miller, the sole member of Seven Springs, LLC, along with a copy of the contract at issue and related documents. -4- Case No. 16-26-05 {¶11} On December 8, 2025, Kalmbach filed a cross-motion for partial summary judgment and a memorandum in opposition to Seven Springs’ motion for summary judgment. In that filing, Kalmbach asserted that, pursuant to the plain and unambiguous terms of the contract, Kalmbach was entitled to summary judgment in its favor on its claims for breach of contract and declaratory judgment. Filed in support of Kalmbach’s motion for partial summary judgment and memorandum in opposition to Seven Springs’ motion for summary judgment was the affidavit of Paul Kalmbach, Jr., the president of Poultry Partners, LLC d/b/a Kalmbach Poultry. {¶12} On February 13, 2026, oral arguments on the competing motions for summary judgment were held in the trial court. {¶13} On February 24, 2026, the trial court filed a judgment entry granting Seven Springs’ motion for summary judgment and denying Kalmbach’s motion for partial summary judgment. {¶14} On March 24, 2026, Kalmbach filed this appeal, in which two assignments of error have been raised for this Court’s review. First Assignment of Error The Trial Court erred in (a) granting summary judgment for Defendant/Appellee Seven Springs Organic Acres, LLC (“Seven Springs”) and (b) denying partial summary judgment for Plaintiff/Appellant Poultry Partners, LLC d/b/a/ Kalmbach Poultry’s [sic] (“Kalmbach”) on Count II of its Complaint (for declaratory judgment) and for Seven Springs’ liability on Count I of Kalmbach’s Complaint (for breach of contract). -5- Case No. 16-26-05 Second Assignment of Error To the extent the pertinent contractual terms are susceptible of more than one reasonable interpretation or otherwise ambiguous, the Trial Court erred in granting summary judgment for anyone. Analysis of First Assignment of Error {¶15} In the first assignment of error, Kalmbach asserts that trial court erred in granting summary judgment in favor of Seven Springs and in denying Kalmbach’s motion for partial summary judgment in its favor. Civ.R. 56 governs summary judgment and provides, in relevant part: (A) For party seeking affirmative relief A party seeking to recover upon a claim, counterclaim, or cross-claim or to obtain a declaratory judgment may move with or without supporting affidavits for a summary judgment in the party’s favor as to all or any part of the claim, counterclaim, cross-claim, or declaratory judgment action. * * * (B) For defending party A party against whom a claim, counterclaim, or cross-claim is asserted or a declaratory judgment is sought may, at any time, move with or without supporting affidavits for a summary judgment in the party’s favor as to all or any part of the claim, counterclaim, cross- claim, or declaratory judgment action. * * * (C) Motion and proceedings * * * Summary judgment shall be rendered forthwith if the pleadings, depositions, answers to interrogatories, written admissions, affidavits, transcripts of evidence, and written stipulations of fact, if any, timely filed in the action, show that there is no genuine issue as to any material fact and that the moving party is entitled to judgment as a matter of law. No evidence or stipulation may be considered except -6- Case No. 16-26-05 as stated in this rule. A summary judgment shall not be rendered unless it appears from the evidence or stipulation, and only from the evidence or stipulation, that reasonable minds can come to but one conclusion and that conclusion is adverse to the party against whom the motion for summary judgment is made, that party being entitled to have the evidence or stipulation construed most strongly in the party’s favor. A summary judgment, interlocutory in character, may be rendered on the issue of liability alone although there is a genuine issue as to the amount of damages. {¶16} “Pursuant to Civ.R. 56(C), summary judgment is appropriate only under the following circumstances: (1) no genuine issue of material fact remains to be litigated, (2) the moving party is entitled to judgment as a matter of law, and (3) viewing the evidence most strongly in favor of the nonmoving party, reasonable minds can come to but one conclusion, that conclusion being adverse to the nonmoving party.” Tharp v. Whirlpool Corp., 2018-Ohio-1344, ¶ 24 (3d Dist.), citing Harless v. Willis Day Warehousing Co., 54 Ohio St.2d 64, 66 (1978). {¶17} “The party moving for summary judgment has the initial burden of producing some evidence which demonstrates the lack of a genuine issue of material fact.” Ineos USA L.L.C. v. Furmanite America, Inc., 2014-Ohio-4996, ¶ 18 (3d Dist.), citing Dresher v. Burt, 75 Ohio St.3d 280, 292 (1996). “In doing so, the moving party is not required to produce any affirmative evidence, but must identify those portions of the record which affirmatively support his argument.” Id. “The nonmoving party must then rebut with specific facts showing the existence of a genuine triable issue; the nonmoving party may not rest on the mere allegations or denials of the pleadings.” Id., citing Dresher at 293; Civ.R. 56(E). -7- Case No. 16-26-05 {¶18} “Material facts” are facts “that might affect the outcome of the suit under the governing law.” Turner v. Turner, 67 Ohio St.3d 337, 340 (1993) citing Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 248 (1986). “Whether a genuine issue exists is answered by the following inquiry: Does the evidence present ‘a sufficient disagreement to require submission to a jury’ or is it ‘so one-sided that one party must prevail as a matter of law[?]’” Id., citing Anderson, 477 U.S. at 251- 252. {¶19} Appellate courts conduct a de novo review of a trial court’s decision on a motion for summary judgment. Hancock Fed. Credit Union v. Coppus, 2015- Ohio-5312, ¶ 15 (3d Dist.), citing Esber Beverage Co. v. Labatt USA Operating Co., L.L.C., 2013-Ohio-4544, ¶ 9. “De novo review is independent and without deference to the trial court’s determination.” ISHA, Inc. v. Risser, 2013-Ohio-2149, ¶ 25 (3d Dist.). {¶20} In the instant case, the facts giving rise to complaint filed by Kalmbach against Seven Springs are not in dispute. The parties agree that, in April of 2021, they signed a written contract, pursuant to which Seven Springs was obligated to provide barn-housing and care for hens owned by Kalmbach, and to then harvest the eggs produced by the hens for Kalmbach. In exchange, Kalmbach was obligated to pay Seven Springs a fee based on egg production. The parties also agree that the contract’s original term, or duration, was for three flocks of hens, or approximately four years. -8- Case No. 16-26-05 {¶21} It is further undisputed that the parties performed their contractual commitments without issue until September of 2024, when Seven Springs provided written notice to Kalmbach of Seven Springs’ intent to terminate the contract upon the completion of the third flock. In response, Kalmbach refused to accept Seven Springs’ termination of the contract, based on Kalmbach’s position that it had the right to extend the term of the contract at its sole option, in one-flock increments for up to an additional seven flocks, and that Kalmbach was exercising that option to extend the term of the contract. Following that, at the time the third flock was completed, Seven Springs stopped providing services to Kalmbach under the contract, in response to which Kalmbach filed the lawsuit against Seven Springs. {¶22} The heart of the parties’ legal dispute in this case lies in the wording of the following paragraph contained in the contract at issue: This Contract will continue in force and in effect for three flocks or approximately four (4) year(s). KPL has the right to extend this agreement, at KPL’s sole option, in one flock increments for an additional seven (7) flocks. This contract will then continue on a flock-to-flock basis unless either Party notifies the other Party in writing that they desire to cancel the agreement after the current flock. If either Party decides to cancel this contract after the original term, they must notify the other party in writing before the then current flock reaches the age of fifty (50) weeks. {¶23} On appeal, Kalmbach argues – as it did in the trial court – that the above paragraph gives Kalmbach (identified as “KPL” in the contract) the right to extend the original three-flock term of the contract, in one-flock increments for up to an additional seven flocks, and that Seven Springs breached the contract by -9- Case No. 16-26-05 terminating the same after Kalmbach gave notice that it was exercising its option to extend the original term of the contract. Conversely, Seven Springs interprets the provision to give it the right to terminate the contract at the conclusion of the third flock, with notice provided before that flock reached the age of fifty weeks. {¶24} In ruling on the parties’ competing motions for summary judgment, the trial court construed the contested provision in favor of Seven Springs’ position. In so doing, the trial court found that the language of the contested provision is clear and unambiguous. The trial court found that, based on the language at issue, the contract obligates the parties to perform the contractual requirements for three flocks, the original term of the agreement. In its decision, the trial court noted that the contract further gives Kalmbach the unilateral option of extending, in its sole discretion, the contract for up to seven additional flocks, on a flock-to-flock basis. However, based on the sentence “[t]his contract will then continue on a flock-to- flock basis unless either Party notifies the other Party in writing that they desire to cancel the agreement after the current flock”, the trial court determined that “the contract grants either [p]arty the authority to cancel the contract after its original term of three (3) flocks.” (Emphasis sic.) (2/24/26 Judgment Entry, Docket No. 17). In its decision, the trial court concluded that the final sentence of the paragraph “spells out that either party may cancel the contract after the original term”, which – as noted – the trial court determined to be the timeframe of the first three flocks. (Id.) -10- Case No. 16-26-05 {¶25} Upon conducting our de novo review of the trial court’s decision, applying well-established legal principles relating to the construction of contractual language, we agree that the paragraph at issue is clear and unambiguous. However, we conclude that the trial court erred in construing the contractual language as it did and in then granting summary judgment in favor of Seven Springs instead of Kalmbach. {¶26} As the Supreme Court of Ohio stated in Beverage Holdings, L.L.C. v. 5701 Lombardo, L.L.C., 2019-Ohio-4716: Our legal standards for the interpretation of contracts are well established. We seek primarily to give effect to the intent of the parties, and we presume that the intent of the parties is reflected in the plain language of the contract. Westfield Ins. Co. v. Galatis, 100 Ohio St.3d 216, 2003-Ohio-5849, 797 N.E.2d 1256, ¶ 11. As a result, if the language of a contract is plain and unambiguous, we enforce the terms as written, and we may not turn to evidence outside the four corners of the contract to alter its meaning. See id.; Aultman Hospital Ass’n v. Community Mut. Ins. Co., 46 Ohio St.3d 51, 53, 544 N.E.2d 920 (1989) (“Intentions not expressed in the writing are deemed to have no existence and may not be shown by parol evidence”). When considering the language of a particular contractual provision, “[c]ommon words * * * will be given their ordinary meaning unless manifest absurdity results or unless some other meaning is clear from the face or overall contents of the agreement.” [Cincinnati Ins. Co. v.] Anders, 99 Ohio St.3d 156, 2003-Ohio-3048, 789 N.E.2d 1094, at ¶ 34, citing Alexander v. Buckeye Pipe Line Co., 53 Ohio St.2d 241, 374 N.E.2d 146 (1978), paragraph two of the syllabus. Id., at ¶ 13. {¶27} “‘As a matter of law, a contract is unambiguous if it can be given a definite legal meaning.’” Sunoco, Inc. (R & M) v. Toledo Edison Co., 2011-Ohio- -11- Case No. 16-26-05 2720, ¶ 37, quoting Westfield Ins. Co. v. Galatis, 2003-Ohio-5849, ¶ 11. “Contract language is ambiguous only where its meaning cannot be determined from the four corners of the contract or where the language is susceptible to two or more conflicting, but reasonable, interpretations.” McGonagle v. Somerset Gas Transmission Co., LLC, 2011-Ohio-5768, ¶ 12 (10th Dist.). “The determination whether a contract is ambiguous is a question of law.” Bryan Publ'g Co. v. Kuser, 2008-Ohio-2610, ¶ 17 (3d Dist.). {¶28} “In interpreting contracts, courts should avoid interpretations that render terms or phrases superfluous or meaningless.” Bates v. Bates, 2022-Ohio- 1055, ¶ 38 (7th Dist.), citing Fifth Third Mortgage Co. v. Rankin, 2011-Ohio-2757, ¶ 24 (4th Dist.), citing Capital City Community Urban Redevelopment Corp. v. City of Columbus, 2009-Ohio-6835, ¶ 30 (10th Dist.) (“When interpreting a contract, we will presume that words are used for a specific purpose and will avoid interpretations that render portions meaningless or unnecessary.”). {¶29} In the instant case, we have applied the above principles to a review of the paragraph containing the contractual language on which this case turns, particularly bearing in mind that any of the four sentences of the paragraph at issue must be read in conjunction with the other three sentences. {¶30} Again, that paragraph reads, in its entirety: This Contract will continue in force and in effect for three flocks or approximately four (4) year(s). KPL has the right to extend this agreement, at KPL’s sole option, in one flock increments for an -12- Case No. 16-26-05 additional seven (7) flocks. This contract will then continue on a flock-to-flock basis unless either Party notifies the other Party in writing that they desire to cancel the agreement after the current flock. If either Party decides to cancel this contract after the original term, they must notify the other party in writing before the then current flock reaches the age of fifty (50) weeks. {¶31} As the trial court accurately determined, the first sentence of that paragraph clearly provides that the initial, or original, term of the contract is “for three flocks or approximately four (4) year(s)” and, to be sure, the last two sentences provide that the contract will “continue on a flock-to-flock basis unless either Party notifies the other Party in writing that they desire to cancel the agreement after the current flock”, and that “[i]f either Party decides to cancel this contract after the original term”, that notification must be made in writing before the current flock reaches the age of fifty weeks. {¶32} While the last two sentences of the paragraph might, in isolation, be understood as permitting cancellation of the contract by either party at the specified time after the first three flocks, to construe the entire paragraph in that manner serves to completely invalidate the clear and unambiguous language of the second sentence, which – immediately after the initial sentence setting forth the original term of the contract as being for three flocks – provides that “KPL has the right to extend this agreement, at KPL’s sole option, in one flock increments for an additional seven (7) flocks.” Notably, it is only after Kalmbach’s right, at its sole option, to extend the original contract is established by the second sentence of the -13- Case No. 16-26-05 paragraph that the agreement goes on to read, “[t]his contract will then continue on a flock-to-flock basis * * *.” (Emphasis added). Thus, the plain and unambiguous language of that paragraph establishes that the flock-to-flock continuation of the contract, which either party has the right to terminate, only takes effect after Kalmbach has completed exercising its option to extend the original term of the contract as provided in the second sentence, or has declined to do so. {¶33} In reaching that conclusion, we are mindful that the Supreme Court of Ohio has held that “a distinction must be made between contracts containing options to ‘renew’ for a given term or terms and those containing options to ‘extend’ for a given term.” State ex rel. Preston v. Ferguson, 170 Ohio St. 450, 457. As the Ohio Supreme Court explained in that case: A contract containing an option to renew has the effect of granting a right to execute a new contract upon exercise of the option and the new contract is operative immediately after the terminal date of the original agreement. In other words, a contract containing a renewal option constitutes a present grant only for the original term, and a new contract must be executed at the end of such term if the option to renew is to be exercised. On the other hand, a contract which may be characterized as one containing an option to extend an agreement constitutes a present grant which, upon exercise of the option, operates to extend the term of the original agreement and the contract then becomes one for both the original and the extended term. Id. at 457-458. Accord, Gibbons-Barry v. Cincinnati Ins. Cos., 2002-Ohio-4898, ¶¶ 23-24 (10th Dist.) (Following Ferguson, and further noting that “[a] contract must clearly indicate that the parties intend the contract to be subject to an option for renewal”, citing Medical Life Ins. Co. v. Lamar, 2001 Ohio App. LEXIS 31 (10th -14- Case No. 16-26-05 Dist. 2001). “Otherwise, courts will interpret the contract as providing only for an extension.” Id.). {¶34} Consequently, in the case before us, upon the proper exercise by Kalmbach of its option to extend the contract as expressly provided for in the second sentence of the paragraph, as was undisputedly done, the exercise of that option served to extend the term of the original agreement and the contract then became one for both the original three-flock term and the extended term. {¶35} On those bases, the trial court erroneously determined that the original term of the contract in this case expired after the completion of three flocks. Accordingly, we find that the trial court erred in granting Seven Springs’ motion for summary judgment and, conversely, in failing to grant Kalmbach’s partial motion for summary judgment. {¶36} The first assignment of error is sustained. Analysis of Second Assignment of Error {¶37} In the second assignment of error, Kalmbach alternatively argues that, if the pertinent contractual terms are subject to more than one reasonable interpretation or otherwise ambiguous, the trial court erred in granting summary judgment for any party. {¶38} Our resolution of the first assignment of error renders the second assignment of error moot and we decline to address it. See App.R. 12(A)(1)(c). -15- Case No. 16-26-05 Conclusion {¶39} Having sustained the first assignment of error, the February 24, 2026 judgment of the Wyandot County Court of Common Pleas is reversed. The case is remanded to the trial court for partial summary judgment to be entered in favor of the plaintiff-appellant, Poultry Partners, LLC, doing business as Kalmbach Poultry, and for further proceedings on all other pending issues. Judgment Reversed, and Cause remanded MILLER and WILLAMOWSKI, J.J., concur. -16- Case No. 16-26-05 JUDGMENT ENTRY For the reasons stated in the opinion of this Court, the first assignment of error is sustained and it is the judgment and order of this Court that the judgment of the trial court is reversed with costs assessed to Appellee for which judgment is hereby rendered. The cause is hereby remanded to the trial court for further proceedings consistent with this opinion and for execution of the judgment for costs. It is further ordered that the Clerk of this Court certify a copy of this Court’s judgment entry and opinion to the trial court as the mandate prescribed by App.R. 27; and serve a copy of this Court’s judgment entry and opinion on each party to the proceedings and note the date of service in the docket. See App.R. 30. Juergen A. Waldick, Judge Mark C. Miller, Judge John R. Willamowski, Judge DATED: /jlm -17-