Wagner v. Wagner

[Cite as Wagner v. Wagner, 2026-Ohio-3684.] STATE OF OHIO ) IN THE COURT OF APPEALS )ss: NINTH JUDICIAL DISTRICT COUNTY OF LORAIN ) JEANETTE ARLENE WAGNER C.A. No. 25CA012378 Appellee v. APPEAL FROM JUDGMENT ENTERED IN THE THOMAS ROBERT WAGNER COURT OF COMMON PLEAS COUNTY OF LORAIN, OHIO Appellant CASE No. 19 NU 086135 DECISION AND JOURNAL ENTRY Dated: September 21, 2026 SUTTON, Judge. {¶1} Defendant-Appellant Thomas Robert Wagner appeals the judgment of the Lorain County Court of Common Pleas, Domestic Relations Division. For the reasons that follow, this Court affirms. I. Relevant Background Information {¶2} Mr. Wagner and Plaintiff-Appellee Jeanette Grazetti-Wagner (“Ms. Grazetti”)1 were married in 1999. They jointly filed a petition for dissolution of their marriage in 2019. Neither party was represented by counsel during the dissolution proceedings. Mr. Wagner drafted the separation agreement which was incorporated into the decree of dissolution. Pursuant to the separation agreement, Mr. Wagner was to have sole possession of his stocks, bonds, mutual funds, 1 To avoid confusion as several people in this case have the same last name, we refer to Appellee as “Ms. Grazetti.”  2 securities, and/or investment accounts in the Cleveland Delivery & Distribution Company (“Cleveland Delivery”). The separation agreement further provided, “if sold/cashed out before June 2024 Assets split 70/30 husband/wife.” {¶3} At the time of the separation agreement, Mr. Wagner did not directly own any interest in Cleveland Delivery. Rather, since 2016, a company called Centran Logistics, Inc. (“Centran”) owned all the stock in Cleveland Delivery and Mr. Wagner owned stock in Centran. Although Mr. Wagner owned stock in Centran at the time of the separation agreement and dissolution, Centran was not listed in the separation agreement. {¶4} On August 25, 2023, in a stock purchase agreement, Mr. Wagner sold all his interest in Centran to Neal Kowalski for $350,000.00 but did not pay anything from the proceeds of that sale to Ms. Grazetti. {¶5} Ms. Grazetti filed a motion to show cause why Mr. Wagner should not be in contempt for failing to pay her 30% of the proceeds from the sale of Cleveland Delivery. After an evidentiary hearing, the magistrate found that Centran owned all the interest in Cleveland Delivery and therefore, by selling Centran, Mr. Wagner sold his interest in Cleveland Delivery. The magistrate then found Mr. Wagner in contempt and sentenced him to thirty days of incarceration in the Lorain County Correctional Institution but stayed the sentence to allow Mr. Wagner to purge his contempt by paying Ms. Grazetti $105,000.00 plus $1,991.80 in attorney fees and costs. {¶6} Mr. Wagner objected to the magistrate’s decision and the trial court heard legal arguments on the objections. The trial court overruled the objections and ordered Mr. Wagner to pay Ms. Grazetti $105,000.00 for her share of the proceeds from the sale of Cleveland Delivery and $1,991.80 in attorney fees and costs. {¶7} Mr. Wagner appeals, raising one assignment of error for our review.  3 II. ASSIGNMENT OF ERROR THE TRIAL COURT ABUSED ITS DISCRETION AND ERRED AS A MATTER OF LAW WHEN IT RULED THAT [MS. GRAZETTI] WAS ENTITLED TO 30% OF CENTRAN STOCK AND FAILED TO ALLOW [MR. WAGNER] TO INTRODUCE AND TO CONSIDER EXTRINSIC EVIDENCE TO SHOW THE INTENT OF THE PARTIES REGARDING [MR. WAGNER’S] POST DISSOLUTION SALE OF STOCK. {¶8} Mr. Wagner argues the trial court abused its discretion and erred when it overruled the objections to the magistrate’s decision and in finding Ms. Grazetti was entitled to 30% of the proceeds from the sale of Centran and by failing to allow extrinsic evidence of the parties’ intent concerning Centran. {¶9} This Court generally reviews a trial court’s action with respect to a magistrate’s decision for an abuse of discretion. Fields v. Cloyd, 2008-Ohio-5232, ¶ 9 (9th Dist.). However, in reviewing the trial court’s decision, we consider the trial court’s action with reference to the nature of the underlying action. Tabatabai v. Tabatabai, 2009-Ohio-3139, ¶ 18 (9th Dist.). Here, the underlying matter concerns whether Mr. Wagner violated the terms of the separation agreement by not paying Ms. Grazetti 30% of the proceeds from the sale of Centran. {¶10} Once the trial court grants a decree of dissolution that incorporates the separation agreement, the separation agreement is a binding contract between the parties. Morris v. Morris, 2016-Ohio-5002, ¶ 18, quoting In re Adams, 45 Ohio St.3d 219, 220 (1989). “The interpretation of any term of a separation agreement is a question of law, as is the determination of whether a contract is ambiguous.” Roxburgh v. Richardson, 2021-Ohio-2229, ¶ 14 (9th Dist.). As we stated in Roxburgh, “[t]his Court reviews both propositions de novo.” Id. at ¶ 14. {¶11} If the separation agreement is not ambiguous, “the trial court may not construe, clarify or interpret the parties’ agreement to mean anything outside of that which it specifically  4 states.” Wiseman v. Wiseman, 2014-Ohio-2002, ¶ 8 (9th Dist.). Accordingly, if a separation agreement is unambiguous, “the trial court must defer to the express terms of the contract and interpret it according to its plain, ordinary, and common meaning.” Id., quoting Hyder v. Pizer, 2002 WL 570256, * 2 (9th Dist. April 17, 2002). When construing contract language, the principal goal is to effectuate the parties’ intent. Skivolocki v. E. Ohio Gas Co., 38 Ohio St.2d 244 (1974), paragraph one of the syllabus. A court will presume that the parties’ intent resides in the language employed in the written document. Kelly v. Med. Life Ins. Co., 31 Ohio St.3d 130 (1987), paragraph one of the syllabus. {¶12} There is no dispute that the separation agreement provides that Ms. Grazetti is entitled to 30% of the proceeds from the sale of Cleveland Delivery if that sale occurs prior to June 2024. There is likewise no dispute that at the time of the separation agreement and at the time of the sale of Centran, Mr. Wagner owned an interest in Centran and Centran owned all of the interest in Cleveland Delivery. Cleveland Delivery was listed in the separation agreement, but Centran was not. The dispute here concerns whether the sale of Centran was in fact the sale of Cleveland Delivery. We conclude that it was. {¶13} Mr. Wagner argues extrinsic evidence was necessary to discern the intent of the parties concerning Centran. At the hearing before the magistrate, when asked why Centran was not listed as property in the separation agreement, Mr. Wagner testified: [w]e agreed [Ms. Grazetti] would not touch the ownership of Centran, I wouldn’t touch her 401k, and that I would take on all that debt and agree on that high amount of child support and alimony. And the agreement is she would not touch Centran, that that was going to be my retirement. Mr. Wagner acknowledged that disclosure of Centran was not made in the separation agreement, but he testified that disclosure of his Centran ownership was made to Ms. Grazetti and Ms. Grazetti testified she was aware that Centran was one of Mr. Wagner’s trucking companies. However, Ms.  5 Grazetti did not testify she knew Centran owned all of Cleveland Delivery. Rather, Ms. Grazetti testified, “I don’t know when it was sold or which company. There were two trucking companies that he was in charge of, that’s what I knew.” {¶14} Mr. Wagner proffered the testimony of his wife Christy Wagner, who testified she had a conversation with Ms. Grazetti in which Ms. Grazetti acknowledged to her that Mr. Wagner was to keep Centran in exchange for higher spousal support and child support. Mr. Wagner argues that extrinsic evidence such as his and Christy Wagner’s testimony should have been considered to show the intent of the parties concerning Centran. {¶15} We conclude the parties’ intent concerning Centran is irrelevant, therefore extrinsic evidence concerning the parties’ intent regarding Centran was not necessary to interpreting the separation agreement. The parties clearly intended Ms. Grazetti to receive 30% of the proceeds from the sale of Cleveland Delivery if that sale occurred before June 2024. Mr. Wagner owned Centran, which owned all of Cleveland Delivery and had owned all of Cleveland Delivery since 2016 and still owned the company at the time of the 2019 separation agreement. Mr. Wagner’s argument is that he agreed in the 2019 separation agreement to pay Ms. Grazetti proceeds from the sale of stock in a company he did not own. However, we conclude that Mr. Wagner did own Cleveland Delivery by virtue of owning Centran and the plain language of the separation agreement provides that Ms. Grazetti was to receive 30% of the proceeds from the sale of Cleveland Delivery if the sale occurred prior to June 2024. Mr. Kowalski testified, “[w]hen I purchased the stock of Centran, I purchased all the assets of Centran.” When asked at oral argument if Centran owned other assets other than Cleveland Delivery, counsel for Mr. Wagner answered, “not to my knowledge, no, they didn’t own any other assets.”  6 {¶16} When Mr. Kowalski purchased the stock of Centran, he purchased the stock of Cleveland Delivery, Centran’s sole asset. Stated another way, when Mr. Wagner sold his stock in Centran to Mr. Kowalski by way of a 2023 stock purchase agreement, he sold the stock in Cleveland Delivery that Centran owned to Mr. Kowalski, triggering Mr. Wagner’s obligation to pay Ms. Grazetti 30% of the proceeds from that sale. {¶17} Upon review, based on the facts of this case, the arguments, and record before us, we determine the trial court did not err in overruling Mr. Wagner’s objections to the magistrate’s decision and ordering Mr. Wagner to pay Ms. Grazetti $105,000.00 plus $1,991.80 in attorney fees. Accordingly, Mr. Wagner’s assignment of error is overruled. III. {¶18} For the forgoing reasons, Mr. Wagner’s assignment of error is overruled. The judgment of the Lorain County Court of Common Pleas, Domestic Relations Division, is affirmed. Judgment affirmed. There were reasonable grounds for this appeal. We order that a special mandate issue out of this Court, directing the Court of Common Pleas, County of Lorain, State of Ohio, to carry this judgment into execution. A certified copy of this journal entry shall constitute the mandate, pursuant to App.R. 27. Immediately upon the filing hereof, this document shall constitute the journal entry of judgment, and it shall be file stamped by the Clerk of the Court of Appeals at which time the period for review shall begin to run. App.R. 22(C). The Clerk of the Court of Appeals is instructed to mail a notice of entry of this judgment to the parties and to make a notation of the mailing in the docket, pursuant to App.R. 30.  7 Costs taxed to Appellant. BETTY SUTTON FOR THE COURT STEVENSON, J. CONCURS. HENSAL, P. J. DISSENTING. {¶19} I respectfully dissent as I do not believe that the record supports the conclusion that Mr. Wagner violated the terms of the separation agreement and, therefore, a court order. A review of the record suggests that there are open questions about the nature of Mr. Wagner’s ownership and sale of his interests in Centran and Cleveland Delivery and Distribution Company and about what exactly was effectuated during a stock sale, of either company. Furthermore, as the separation agreement does not list any business entity by the name of Centran, that document does not, by itself, clearly delineate what actions of Mr. Wagner caused the finding of contempt. Finally, I believe that the terms of the separation agreement are ambiguous as to whether Mr. Wagner’s actions with respect to Centran fell under the purview of the separation agreement. {¶20} Under these circumstances, I would sustain Mr. Wagner’s assignment of error. APPEARANCES: ROBERT J. BERTA, Attorney at Law, for Appellant. JAMES S. GEMELAS, Attorney at Law, for Appellee.