Pressley Ridge School for the Deaf v. Graham Local School District, Board of Education

Filing 37

REPORT AND RECOMMENDATIONS: 23 Pressley Ridge's Motion for Judgment on the Pleadings on Count I and II of the Amended Complaint be denied; and 24 Defendant's Motion for Judgment on the Pleadings be granted on Count III (unjust enrichment) and denied on Counts I and II of Pressley Ridge's Amended Complaint. Objections to R&R due by 6/4/2018. Signed by Magistrate Judge Sharon L. Ovington on 5-21-18. (mcm)

UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF OHIO
WESTERN DIVISION AT DAYTON
PRESSLEY RIDGE SCHOOL FOR
THE DEAF,

:
:
:
:
Plaintiff,
:
vs.
:
:
GRAHAM LOCAL SCHOOL
DISTRICT, BOARD OF EDUCATION, :
:
:
Defendant.

Case No. 3:17-cv-00166
District Judge Thomas M. Rose
Magistrate Judge Sharon L. Ovington

REPORT AND RECOMMENDATIONS 1
I.

Introduction
Plaintiff Pressley Ridge School for the Deaf provides special education and other

services to students with special needs. It is located in Pittsburgh, Pennsylvania. The
Graham Local School District is a public school district in Champaign County, Ohio.
Invoking this Court’s diversity jurisdiction, Pressley Ridge claims that Defendant
Graham Local School District Board of Education (the Board or Defendant) breached a
valid, enforceable contract by failing to pay Pressley Ridge for educational, residential, and
related services it provided to a special-needs student, J.D., during the 2016-2017 extended
school year. The parties have filed cross motions for judgment on the pleadings under Fed.
R. Civ. P. 12(c), debating (in part) whether an enforceable contract existed between them

1

Attached is a NOTICE to the parties regarding objections to this Report and Recommendations.

during the 2016-2017 extended school year.
II.

The Pleadings and Attached Documents
“For purposes of a motion for judgment on the pleadings, all well-pleaded material

allegations of the pleadings of the opposing party must be taken as true....” Tucker v.
Middleburg-Legacy Place, 539 F.3d 545, 549 (6th Cir. 2008). Doing so reveals the
following.
A.

Pressley Ridge’s First Amended Complaint

Pressley Ridge’s Amended Complaint and attached documents describe events
during two extended school years. In the first school year—2015-2016—all went well
between the parties; in the second—2016-2017—things turned sour.
In late May 2015, J.D. and his parents lived within the boundaries of the Graham
Local School District. The parties acknowledge that J.D. is a “child with a disability” as
defined by the Individual with Disabilities in Education Act (IDEA), 20 U.S.C. §1401(3).
(Doc. #21, PageID #185, ¶8; Doc. #22, PageID #216, ¶6). Pressley Ridge alleges that
J.D.’s disability required one-on-one attention during all waking hours.
During the 2015-2016 extended school year, J.D. attended Pressley Ridge where he
received educational, residential, and related services. His placement at Pressley Ridge was
the result of a settlement agreement between J.D.’s parents and the Board that identified
Pressley Ridge as the “least restrictive environment” for J.D. under the IDEA. (Doc. #21,
PageID #186 and Exhibit B). 2

2

Exhibits A-C, E, and I to the Complaint and Amended Complaint have been sealed by Court Order. (Doc. #s 5, 6).

2

In furtherance of J.D.’s placement at Pressley Ridge, the Board and Pressley Ridge
entered into a written, signed “Agreement for Provision of Special Education and Certain
Related Services.” Id. at 186, Exh. D. This Agreement covered J.D.’s placement at
Pressley Ridge during the 2015-2016 extended school year and spelled out the costs of
educational and residential services and other matters. Id. at Exh. D. Pressley Ridge notes,
“Defendant paid for all educational and related services provided by Pressley Ridge on
Defendant’s behalf to J.D. pursuant to J.D. IEP [Individualized Educational Program] and
pursuant to the agreement between Pressley Ridge and Defendant for the extended school
year 2015-2016.” Id. at 187, ¶22.
On August 3, 2016, an annual review of J.D.’s IEP was conducted to plan for the
next—2016-2017—school year. During the review, J.D.’s parents “raised concerns
regarding a then-contemplated mission trip to Nicaragua, thus notifying Defendant of the
upcoming trip and of their leaving the country.” Id. at 187 (citing Exh. C). The Amended
Complaint does not specifically state whether J.D.’s parents went on the mission trip during
any part of the 2016-2017 extended school.
It is worth pausing to note that under the IDEA, “J.D. is required to receive a ‘free
and appropriate public education’ (‘FAPE’) pursuant to a placement determined by an ‘IEP
team’ and reflected in a valid individualized education Program….” Id., PageID #185, ¶10;
see Doc. #22, PageID #216, ¶8; see also F.H. ex rel. Hall v. Memphis City Schools, 764
F.3d 638, 641 (6th Cir. 2014) (“The IDEA guarantees these [disabled] children a Free
Appropriate Public Education … in conformity with the IEP.”). “Crafted by a child’s ‘IEP
Team’—a group of school officials, teachers, and parents—the IEP spells out a personalized
3

plan to meet all of the child’s ‘educational needs.’” Fry v. Napoleon Community Schools,
137 S.Ct. 743, 749 (2017) (citations omitted).
Returning to the Amended Complaint, Pressley Ridge’s key allegations place its
breach-of-contract claim in the limelight:
29.
On or about August 3, 2016, J.D.’s IEP was formalized by and agreed to
by the entire IEP Team.
30.
According to the IEP, [t]he IEP team agreed and determined to continue
J.D.’s placement at Pressley Ridge for the 2016-2017 extended school year.
31.
Defendant supported J.D.’s continued placement at Pressley Ridge for
the extended 2016-2017 school year as part of J.D.’s IEP team as J.D.’s district
of residence.
32.
The IEP presently in effect for J.D. reflects a continuation of J.D.’s prior
placement with Pressley Ridge.
33.
Following the August 3, 2016 IEP Team meeting, Pressley Ridge
engaged in correspondence with Defendant regarding the re-enrollment of J.D.
for the upcoming extended school year and annual costs.
34.
As a result of the IEP Team meeting, the approval of the IEP, and as a
result of these correspondences, Defendant entered into an agreement with
Pressley Ridge for the 2016-2017 school year (the “Agreement”).
35.
Pursuant to the Agreement, Pressley Ridge began providing educational
and residential services to J.D. on behalf of Defendant as requested and required
by Defendant and pursuant to J.D.’s IEP.
36.
In recognition of the execution of the joint IEP, Pressley Ridge sent
written confirmation of the Agreement to Defendant in September, 2016 to
carry out the terms of the IEP.
37.
In accordance with the Agreement, Defendant is required to remit fees
for educational services either in full in advance, or in three equal installments
during the course of the year.
38.
In accordance with the Agreement, Defendant is required to remit fees
for residential and related services at least monthly.
4

Id. at 187-88 (citations omitted).
The parties’ present dispute began rumbling in the fall of 2016 when Defendant did
not timely pay for educational and residential services. Pressley Ridge began sending
invoices to Defendant in August 2016, including an invoice for educational services and
monthly invoices for residential services for the 2016-2017 extended school year. When
Defendant did not timely pay for those services, id. at 189, ¶s 40-41, Pressley Ridge sent
correspondence to Defendant in late November 2016 regarding the outstanding balance.
“After correspondence from Pressley Ridge regarding Defendant’s outstanding balance, on
… November 28, 2016, Defendant remitted payment in the amount of $77,910.45 to
Pressley Ridge for services provided by Pressley Ridge pursuant to the 2016-2017
Agreement for the period August 3, 2016 through and including September 30, 2016.” Id.
at ¶42 (citing Exh. F, Popovich affidavit). Yet, “Defendant failed to remit any other or
further payments to Pressley Ridge pursuant to the Agreement.” Id. at ¶43 (citing Exh. F,
Popovich affidavit).
Defendant’s explanation for its non-payment began to emerge in a letter to Pressley
Ridge in February 2017. This letter is referred to in, and attached to, the Amended
Complaint. In the letter, Defendant’s Superintendent explained that the Board “no longer
believes it has an obligation to provide a free education to [J.D.] under the presently existing
circumstances as neither he nor his parents are residents of the Graham Local School
District.” Id., Exh. G, PageID #204. The Superintendent stated that J.D.’s parents had
moved out of the Graham Local School District on or about September 22, 2016. The
5

Amended Complaint suggests, “Upon information and belief, … in contemplation of their
disclosed mission trip, [J.D.’s parents] executed a Grandparent Power of Attorney on
September 22, 2016 with J.D.’s grandmother…, pursuant to O.R.C. § 3109.52 et seq.” Id. at
190, ¶48. The Board believed the power or attorney was void and consequently failed to
establish the residency of J.D.’s parents in the Graham Local School District.
The Superintendent’s letter also advised Pressley Ridge that the Board had filed
declaratory-judgment action in the Champaign County Court of Common Pleas, Juvenile
Division, contesting the validity of the power of attorney. The Superintendent does not state
in the letter whether Juvenile Court found the grandparent power of attorney to be void or
valid. The record in the instant case does not presently contain further information about the
status of the case in Juvenile Court. 3
In response to the Board’s act of filing a declaratory-judgment case in state court,
J.D.’s parents and grandmother sought a “stay-put” Order from the Ohio Department of
Education. In late March 2017, a state hearing officer issued a stay-put order requiring
J.D.’s placement to remain at Pressley Ridge. Id., Exh. I. at PageID #110. The stay-put
order noted, “The parents’ move out of the country … has placed the question of financial
responsibility at issue.” Id. But, because the Juvenile Court—not the hearing officer—had
jurisdiction to resolve the validity of the power of attorney concerning J.D.’s care, the

3

J.D.’s parents previously filed a related case in this Court seeking injunctive relief. That previous
case was voluntarily dismissed after Judge Rose declined to issue a temporary restraining order in July 2017.
Judge Rose wrote, in part, “if the Juvenile Court finds that J.D. remains a resident of the School District,
the School District will be required to maintain J.D.’s placement at Pressley Ridge until the dispute regarding
what constitutes a FAPE for him is resolved.” J.D. v. Graham Local School Dist. Bd. of Educ.,
3:17cv00143, 2017 WL 1807626, at *4 (S.D. Ohio, July 5, 2017).

6

hearing officer declined to resolve the issue of financial responsibility for J.D.’s placement
and care at Pressley Ridge. Id. at 110-11.
The Amended Complaint asserts that between September 22, 2016 and February 21,
2017, Defendant “continued to accept Pressley Ridge’s provision of educational and
residential services to J.D. pursuant to the Agreement, and pursuant to J.D.’s IEP.” Id. at
¶50. Defendant also continued to discuss with Pressley Ridge “the provision of services to
J.D. pursuant to J.D.’s IEP Team as a member of the IEP Team as J.D.’s district of
residence.” Id. at ¶53. During that time period, Defendant also continued to correspond
with Pressley Ridge about J.D.’s progress in meeting his IEP goals. And, “Between
September 22, 2016 and at least February 21, 2017, Defendant continued to correspond with
Pressley Ridge and government agencies regarding Defendant’s continued obligation to bear
the cost of J.D.’s placement at Pressley Ridge.” Id. at ¶55 (citation omitted)
“As a result of Defendant’s failure to remit payment to Pressley Ridge pursuant to the
Agreement, Pressley Ridge has been forced to release J.D. to the care of [his mother and
maternal grandmother].” Id. at 192, ¶68. Pressley Ridge released J.D. in approximately
May 2017. Id. at ¶64.
Pressley Ridge claims that Defendant breached the parties’ Agreement by not paying
Pressley Ridge for services it provided to J.D. from at least October 1, 2016 to present.
Pressley Ridge also advances claims of collection on account and unjust enrichment.
Pressley Ridge seeks an award of damages in excess of $208,856.73.
Pressley Ridge’s Amended Complaint does not seek recovery under the IDEA.

7

B.

Defendant’s Answer

The nitty-gritty of Defendant’s admissions and denials is seen in the following.
Defendant “admits that, pursuant to Ohio Administrative Code 3301-51-01(A), a
child’s school district of residence is responsible for making a free appropriate public
education available to every eligible child in its jurisdiction and to pay for the cost of
providing that education.” (Doc. #22, PageID #216, ¶10).
J.D. received educational and related services at Pressley Ridge from September 2,
2015 through May 12, 2017. The Board entered into a written agreement with Pressley
Ridge for the 2015-2016 school year. (Doc. #22, PageID# 217, ¶s 17-18). The Board “paid
for all educational and related services provided to J.D. during the period of September 2,
2015 through September 30, 2016.” Id. at ¶19. 4
Pressley Ridge participated in J.D.’s IEP review on August 3, 2016 as a member of
his IEP Team. Defendant admits that it participated in the IEP as J.D.’s school district of
residence and as a required member of J.D.’s IEP Team. Id., PageID #218, ¶22. On August
3, 2016, “Defendant supported J.D.’s continued placement at Pressley Ridge.” Id. at ¶26.
“Defendant admits that or about August 3, 2016, J.D.’s IEP team agreed to continue his
placement at Pressley Ridge.” Id. at ¶27.
Defendant denies that after the August 3, 2016 meeting, Pressley Ridge corresponded
with it regarding J.D.’s re-enrollment for the upcoming 2016-2017 extended school year.
Id., PageID #219, ¶28. Defendant denies that it entered into an agreement—referred to by

4

Citations in this section are to Graham Local’s Answer without the corresponding citations to the Amended
Complaint.

8

the Amended Complaint as “the Agreement”—with Pressley Ridge for the 2016-2017
school year. Id.
Defendant denies that Pressley Ridge sent it monthly invoices for educational and
residential services and denies that it failed to timely pay. Id. at ¶31. Defendant also denies
that after correspondence from Pressley Ridge regarding its outstanding balance, it remitted
approximately $77,910.45 to Pressley Ridge for the period August 3, 2016 through
September 30, 2016. Id.
Defendant “states that it remitted all payments to Pressley Ridge for which it is
responsible.” Id. at ¶s 32, 45. Defendant also “states that it has not issued payment to
Pressley Ridge for the period October 1, 2016 to the present but has remitted all payments to
Pressley Ridge for which it is responsible.” Id., PageID #s 221-22, ¶s 53, 58.
Defendant admits that it corresponded with Pressley Ridge about J.D. between
September 22, 2016 and February 21, 2017. Id., PageID #220, ¶38. Defendant denies that
these correspondences concerned J.D.’s progress toward his IEP goals. Id.
Defendant “admits that it corresponded with Pressley Ridge and government
agencies between September 22, 2016 and November 18, 2016 in an attempt to facilitate
funding for the education and related services J.D. received at Pressley Ridge even though
the District was not obligated to pay for those services when it was no longer J.D.’s district
of residence.” Id. at ¶39.
Defendant “states that the Board [of Education] initiated actions in the Juvenile
Division of the Champaign County Court of Common Pleas in December 2016 and
February 2017 contesting the validity of alleged grandparent powers of attorney executed by
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J.D.’s parents.” Id. at ¶36.
III.

Motions for Judgment on the Pleadings
A motion for judgment on the pleadings under Fed. R. Civ. P. 12(c) is evaluated

under the same standards that apply to a motion to dismiss under Fed. R. Civ. P. 12(b)(6) for
failure to state a claim upon which relief can be granted. Fritz v. Charter Tp. of Comstock,
592 F.3d 718, 722 (6th Cir. 2010). As stated above, supra, §II, “all well-pleaded material
allegations of the pleadings of the opposing party must be taken as true....” Tucker, 539
F.3d at 549. “The factual allegations in the complaint need to be sufficient to give notice to
the defendant as to what claims are alleged, and the plaintiff must plead ‘sufficient factual
matter’ to render the legal claim plausible, i.e., more than merely possible. Fritz, 592 F.3d
at 722 (quoting, in part, Ashcroft v. Iqbal, 556 U.S. 662, 129 S.Ct. 1937, 1949-50 (2009).
“However, ‘a legal conclusion couched as a factual allegation’ need not be accepted as true
on a motion to dismiss, nor are recitations of the elements of a cause of action sufficient.”
Id. (citations omitted).
“‘A motion brought pursuant to Rule 12(c) is appropriately granted ‘when no
material issue of fact exists and the party making the motion is entitled to judgment as a
matter of law.’” Tucker v. Middleburg-Legacy Place, 539 F.3d 545, 549 (6th Cir. 2008)
(citations omitted). Stated another way, a Rule 12(c) motion “may be granted only if the
moving party is … clearly entitled to judgment.’” Id. This occurs “if there is an absence of
law to support a claim of the type made or of facts sufficient to make a valid claim, or if on
the face of the complaint there is an insurmountable bar to relief indicating that the plaintiff

10

does not have a claim.” Mayrides v. Delaware County Comm’rs, 666 F.Supp.2d 861, 866
(S.D. Ohio 2009) (Marbley, D.J.) (citation omitted
The primary focus of a Rule 12(c) analysis is on the allegations in the pleadings—
namely, the complaint, the answer, and any written instruments attached as exhibits. Roe v.
Amazon.com, 170 F.Supp.3d 1028, 1032 (S.D. Ohio 2016) (Rose, D.J.) (citations omitted).
With the pleadings in the forefront, a court analyzing a Rule 12(c) motion may also consider
“‘matters of public record, orders, items appearing in the record of the case, and exhibits
attached to the complaint also may be taken into account.’” Id. (citations omitted). “In
addition, a court may consider exhibits attached to a motion for judgment on the pleadings
‘so long as they are referred to in the Complaint and are central to the claims contained
therein.’” Id. (quoting, in part, Bassett v. Nat'l Collegiate Athletic Assn., 528 F.3d 426, 430
(6th Cir. 2008)).
IV.

Discussion
A.

Breach of Contract

There is no dispute in the present case that the parties entered into an enforceable
contract concerning the placement of J.D. at Pressley Ridge during the 2015-2016 extended
school year. There is likewise no dispute that each party performed its contractually
imposed duties without breach during the 2015-2016 extended school year. The parties’
disputes concerning the 2016-2017 extended school year are another matter.
The Board contends that it is entitled to judgment on the pleadings as to Pressley
Ridge’s breach-of-contract claim because no written or oral contract existed between them
concerning J.D.’s placement at Pressley Ridge for the 2016-2017 school year. The Board
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maintains that under Ohio law, Ohio Rev. Code §3313.33, no contract can exist with the
Board unless it authorized it. According to the Board, Pressley Ridge’s Amended
Complaint fails to allege that the Board ratified any agreement with Pressley Ridge for the
provision of services to J.D. during the 2016-2017 school year. The Board also argues that
Pressley Ridge fails to allege the parties had a meeting of the minds as to the existence of an
agreement or what the agreement might have specifically contained with regard to term,
price, or length.
Ohio law 5 provides, “No contract shall be binding upon any board [of education]
unless it is made or authorized at a regular or special meeting of such board.” Ohio Rev.
Code §3313.33(B). Additionally, “parties cannot enter into an enforceable contract unless
they come to a meeting of the minds on the essential terms of the contract.” Advance Sign
Group, LLC v. Optec Displays, Inc., 722 F.3d 778, 784 (6th Cir. 2013) (citation omitted).
The concepts of “mutual assent” and “meeting of the minds” have been
used interchangeably in Ohio case law. Manifestation of mutual assent
requires that each party make a promise or begin to render performance. “The
‘manifestation of assent may be made wholly or partly by written or spoken
words, or by other acts or the failure to act.’ ” Id. (quoting Precision Concepts
Corp., 2000 WL 1015114, at *2). “Whether there has been a manifestation of
mutual assent and/or a meeting of the minds is a question of fact to be
determined from all the relevant facts and circumstances.” Id. (citing
Matusoff & Assocs. v. Kuhlman, No. 98AP–1405, 2000 WL 192449, at *3
(Ohio Ct. App. Sept. 28, 1999)).
Advance Sign Group, LLC v. Optec Displays, Inc., 722 F.3d 778, 784 (6th Cir. 2013).

5

The parties agree that Ohio law applies in the present case. (Doc. #23, PageID #237; Doc. #25, PageID
#264).

12

Contrary to Defendant’s argument, the Amended Complaint asserts sufficient facts,
when taken as true, to plausibly claim that the Board authorized a contract during a regular
board meeting for continued placement of J.D. at Pressley Ridge during the 2016-2017
extended school year. To be sure, the Amended Complaint does not specifically allege that
during a regular meeting on such-and-such date the Board made or authorized the contract
with Pressley Ridge for J.D.’s placement and funding during the 2016-2017 school year.
Yet, it says enough to raise a reasonable inference—at this, the pleading stage of the
litigation—that the Board did so.
The pertinent factual allegations begin with the existence of the Board and Pressley
Ridge’s contract concerning J.D.’s placement and funding during the 2015-2016 school
year. Although the 2015-2016 written contract itself does not show that the parties entered
into a contract for the 2016-2017 school year, it is a significant part of circumstances in
which the parties found themselves when their 2015-2016 contract concerning J.D.’s
placement expired, in or near August 2016. At a minimum, it is reasonable to infer from the
parties’ 2015-2016 contract, plus their interactions starting in August 2016, that the Board
knew about J.D.’s need for “a full-time one-on-one aide during all waking hours.” 6 (Doc.
#21, PageID #185). The Board also knew it was paying Pressley Ridge to provide services
to J.D. throughout the 2015-2016 school year.
The Board’s alleged conduct starting at the IEP meeting on August 3, 2016 shows its

6

Defendant denies that J.D. required this level of care, but Pressley Ridge’s allegation must be
accepted as true when evaluating Defendant’s Rule 12(c) Motion. Tucker, 539 F.3d at 549.

13

intent at that time to enter into another similar contract with Pressley Ridge for the 20162017 school year. This is seen in the Amended Complaint’s allegation that in August 2016,
the Board supported J.D.’s continued placement at Pressley Ridge for the extended 20162017 school year as part of his IEP Team. Defendant’s Answer, moreover, contains
sufficient information to create a reasonable inference that the Board agreed to continue his
placement at Pressley Ridge. Such agreement was not only consistent with the parties’
previous 2015-2016 written contract, it provides a basis for reasonably concluding that the
Board agreed to pay Pressley Ridge for its services to J.D. during the 2016-2017 school
year.
Defendant’s Answer also admits the Amended Complaint’s allegation that the Board
“participated in J.D.’s IEP review on August 3, 2106, as a member of J.D.’s IEP Team…, as
J.D.’s school district of residence[,] and as a required member of J.D.’s IEP Team.” Id.,
PageID #218, ¶22. Defendant further “admits that on or about August 3, 2016, J.D.’s IEP
team agreed to continue his placement at Pressley Ridge.” Id. at ¶27. From these facts, a
syllogism arises: The Board was a member of J.D.’s IEP Team; on August 3, 2016, the IEP
Team agreed to continue J.D.’s placement at Pressley Ridge; therefore, the Board (as an IEP
Team member) agreed to continue J.D.’s placement at Pressley Ridge. And, again, such
agreement carried with it Defendant’s obligation to pay for J.D.’s ongoing placement at
Pressley Ridge. The fact, moreover, that the Board attended the IEP team meeting reveals
that it knew about the contents of J.D.’s IEP, including the agreed-upon plan to continue
J.D.’s placement and education at Pressley Ridge.
This, of course, is not the same as saying that the Board authorized a 2016-2017
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contract with Pressley Ridge during a regular meeting. It is also not to absurdly say that the
Board members themselves attended the IEP meeting in August 2016, although the
Amended Complaint read literally suggests it. See Doc. #22, PageID #187, ¶26
(“Defendant [the Board] participated in J.D.’s IEP review on August 3, 2016….”). Yet, it is
reasonable to infer from the pleadings that the Board authorized the 2016-2017 contract
with Pressley Ridge during a regular meeting. If it did not, then the individuals who
engaged with Pressley Ridge, presumably the School District’s Treasurer and\or
Superintendent, 7 were exceeding their authority. Drawing upon experience and common
sense, this is not something such professionals would ordinarily do. See Ashcroft v. Iqbal,
556 U.S. 662, 679, 129 S.Ct. 1937, 1950 (2009) (determining whether a complaint states a
plausible claim is “a context-specific task that requires the reviewing court to draw on
its experience and common sense.”). Graham Local School District Bylaws & Policies tend
to confirm that the Superintendent was not exceeding the authority given to him by the
Board. See www.neola.com/graham-oh/search/policies/po6232.htm) (“The Superintendent
shall be authorized to proceed with making financial commitments, purchases, and other
expenditures within the limits provided in the appropriations, limitations stated in Board
policies, and within the legal authority expressed in State statutes.).
The existence of the parties’ meeting of the minds as to the terms of the contract
arises from the Amended Complaint’s allegation that the Board began to pay for the services
Pressley Ridge provided to J.D. starting in August 2016. Although the payment was not

7

They, after all, executed the parties’ contract for the 2015-2016 school year. See Doc. #21, PageID #198.

15

made until November 2016, this does not void the Amended Complaint’s allegation that the
Board paid Pressley Ridge a significant amount—$77,910.45—for the educational and
residential services J.D. received at Pressley Ridge from August 3, 2016 through and
including September 30, 2016. It is difficult to see how such a large payment could have or
would have been made to a private school located in Pennsylvania without the parties’
meeting of the minds over the terms of the contract between them, unless it is assumed that
the Board was completely out of touch with J.D.’s placement at Pressley Ridge and its
resulting financial obligations. Additionally, it is the set of alleged facts (reviewed above
and supra, §II) and the reasonable inferences arising from them that reveal the plausibility
in Pressley Ridge’s breach-of-contract claim.
The existence of the parties’ meeting of the minds, and the resulting contract, is
bolstered by the alleged fact that “between September 22, 2016 and at least November 18,
2016, Defendant continued to correspond with Pressley Ridge and government agencies
regarding Defendant’s continued obligation to bear the cost of J.D.’s placement at Pressley
Ridge.” (Doc. #21, PageID #190, ¶55). Again drawing upon experience and common
sense, it is reasonable to observe that Defendant would not have engaged in such activities if
it had not authorized payment to Pressley Ridge for J.D.’s placement during the 2016-2017
school year. See Ashcroft v. Iqbal, 556 U.S. 662, 679, 129 S.Ct. 1937, 1950 (2009)
(determining whether a complaint states a plausible claim is “a context-specific task that
requires the reviewing court to draw on its experience and common sense.”).
Defendant points out that the agreed-upon IEP was not a contract and does not show
that the parties entered into an enforceable contract concerning J.D.’s placement at Pressley
16

Ridge during the 2016-2017 school year. Yet, assuming that the IEP is not an enforceable
contract does not help Defendant because the IEP itself is not the contract Pressley Ridge
seeks to enforce. It is the parties’ enforceable, valid agreement concerning J.D.’s placement
at Pressley Ridge during the 2016-2017 school year that is at issue.
Defendant further contends that Pressley Ridge’s attempt to create an enforceable
contract based on its own alleged actions and the actions of the alleged representatives of
the School District’s employees must fail. Citing Walker v. Lockland City Sch. Dist. Bd. Of
Educ., 69 Ohio App.2d 27, 429 N.E.2d 1179 (1980), Defendant reasons, “neither an agent of
the board nor a member of the school board can bind a board of education to a contract,
even if the agent of the board is the superintendent.” (Doc. #24, PageID #253). Walker,
however, involved circumstances different from those in the present case. In Walker, a
superintendent’s representations to parents effectively allowed two students from outside the
school district to become tuition-paying students. But, the school board had not enter into a
contract with the parents during a board meeting. Because of this, the Ohio Court of
Appeals held that the requirements of Ohio Rev. Code §3313.33 were not met and no
contract existed between the school board and the parents even if the superintendent made
representations to the parents based on conversations with individual board members. Id. at
28-29.
In contrast to Walker, Pressley Ridge’s Amended Complaint, sets forth sufficient
facts, when taken as true, to show the board authorized one or more employees of the school
district to contract with Pressley Ridge concerning J.D.’s placement at Pressley Ridge for
the 2016-2017 school year.
17

Defendant contends that the minutes of the Board’s meetings do not mention Pressley
Ridge and, as a result, the minutes show that the Board never authorized the contract with
Pressley Ridge for the 2016-2017 school year. Defendant raises this argument in response
to Pressley Ridge’s reliance on the minutes of the Board meetings in an attempt to show that
the parties’ contract for the 2016-2017 school year.
The parties’ contentions concerning the significance of the Board’s minutes are
premature. The problem with consideration of the Board’s minutes at this stage of the case
is that the minutes are not the type of public record or other document that the Court may
consider at the pleadings stage of the case. This is seen in the parties’ disagreement about
the meaning and significance of those records. Pressley Ridge thinks the minutes show the
Board’s approval of the contract with Pressley Ridge through its appropriations; Defendant
thinks the minutes do no such thing. When the substance of the information contained in
public records appears controverted in a Rule 12(c) proceeding, the evidence attached to the
pleadings or submitted by the parties should not draw the court’s focus away from the
parties’ pleadings. See Amazon.com, 170 F.Supp.3d at 1032 (The primary focus of a Rule
12(c) analysis is on the allegations in the pleadings). There is, moreover, no indication of
who took the meeting minutes or how he or she determined what information to document
in, or leave out of, the minutes. And, it would seem that testimony by those present during
the meetings might shed light on whether the Board authorized the 2016-2017 contract with
Pressley Ridge or funded J.D.’s placement at Pressley Ridge in its budgetary appropriations.
Saying this much, however, begins to stray into summary-judgment, or perhaps even trial,

18

territory where the Board’s meeting minutes or related testimony might be more
appropriately presented and considered.
Pressley Ridge also points out that Graham Local waited more than fourteen months
after agreeing to continue J.D.’s placement (in August 2016) to assert, for the first time, that
the Board failed to approve the 2016-2017 agreement. The Superintendent’s February 2017
letter omits mention of the alleged lack of Board approval. This is a somewhat odd
circumstance, when viewed in Pressley Ridge’s favor, because Defendant paid slightly more
than $77,000 for J.D.’s placement at Pressley Ridge during August and September 2016. It
is reasonable to infer that Defendant or its representatives would not have paid this amount
unless it understood it had an ongoing contractual duty to do so. Cf. Bishop v. Oakstone
Academy, 477 F.Supp.2d 876, 887 (S.D. Ohio 2007) (Bishop I) (Marbley, D.J.) (disabled
student’s tuition paid by school district to private school can constitute consideration—
“Oakstone is not providing its services for free.”).
Accordingly, Defendant as not demonstrated that it is “clearly entitled to judgment,”
Tucker, 539 F.3d at 549, on the pleadings in its favor on Pressley Ridge’s breach-of-contract
claim.
***
Pressley Ridge contends in its Rule 12(c) Motion that the August 3, 2016 IEP
essentially renewed the parties’ previous written 2015-2016 contract for the 2016-2017
school year. It further argues that under Ohio law, the IEP is evidence of an offer,
acceptance, and consideration, and as a result, a contract between a school district and the
private school at which the student is placed. To support this, Pressley Ridge first relies on
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Bishop I, 477 F.Supp.2d at 886. Bishop I, however, did not hold that an IEP always
constitutes an enforceable contract. Instead, the plaintiffs’ allegations were sufficient in
Bishop to avoid a Rule 12(b)(6) dismissal of their breach-of-contract claim. See id.
Pressley Ridge forges ahead to another Bishop case, Bishop v. Children’s Center for
Developmental Enrichment, No. 2:08cv766, 2011 WL 3443518, at *1 (S.D. Ohio Aug. 8,
2011) (Bishop II) (Frost, D.J.), in which a school district entered into a written contract with
a private school for the placement of a disabled student during the 2005-2006 school year.
Id. at *7. Judge Frost found in Bishop II that there parties had entered into the contract at
issue. Id. at 9. The student’s IEP did not establish the existence of the contract; the parties’
separate written contract did. Id. at 7-9. In addition, Judge Frost referred to the IEP, not as
a contract, but instead as part of his analysis of whether the parties’ written contract was
breached. Id. at *9-*12. Bishop II, therefore, fails to support Pressley Ridge’s contention
that IEPs are contracts under Ohio law.
Pressley Ridge tries again by relying on Bishop III, Bishop v. Children’s Center for
Developmental Enrichment, No. 2:08cv766, 2011 WL 5506105, at *10 (S.D. Ohio 2011)
(Frost, D.J.), in which Judge Frost reconsidered and reaffirmed his holding in Bishop II that
the parties had entered into an enforceable contract. 2011 WL 5506105, at *10. As a result,
Bishop III does not support Pressley Ridge’s contention that IEPs are contracts under Ohio
law. 8

8

Pressley Ridge also misses the mark by citing the IDEA’s requirement, imposed on school district or state
agencies, to put an IEP into effect for each disabled student at the start of each school year. 20 U.S.C.
§1414(d)(2)(A). This statute does not specify that an IEP is an enforceable contact, and it says nothing about
state (or Ohio) contract law.

20

Pressley Ridge next refers to the “undisputed facts” as demonstrating that J.D.’s IEP
included Pressley Ridge’s offer to provide services to J.D., Defendant’s acceptance of that
offer, and consideration. Pressley Ridge also contends that Defendant failed to perform its
contractual obligations through May 13, 2017. Yet, it remains to be seen whether the Board
approved, in line with Ohio Rev. Code §3313.33, a contract during a regular meeting that
resulted in J.D.’s IEP for 2016-2017 school year. There are, moreover, facts in dispute seen
in the denials asserted by Defendant in its Answer.
Accordingly, Pressley Ridge has not demonstrated it is “clearly entitled to
judgment,” Tucker, 539 F.3d at 549, on the pleadings in its favor on its breach-of-contract
claim.
B.

Collections On An Account

Defendant contends that Pressley Ridge’s claim for collections on an account fails
because it is derivative of Pressley Ridge’s insufficient breach-of-contract claim and
because Pressley Ridge has not alleged facts sufficient to show it was a party to an
enforceable contract. These contentions argument lacks merit in light of the Pressley
Ridge’s plausible breach-of-contract claim.
Pressley Ridge argues that it is entitled to judgment on its action-on-an-account
claim. This claim, however, is dependent upon whether a contract existed between the
parties. See Taylor Steel, Inc. v. Keeton, 417 F.3d 598, 604 (6th Cir. 2005). With that at
issue in the pleadings, Pressley Ridge is not entitled to judgment on this claim.
C.

Unjust Enrichment

Pressley Ridge advances a claim of unjust enrichment as an alternative to its breach21

of-contract claim. (Doc. #27, PageID #311). It asserts that Defendant has been unjustly
enriched in excess of $208,856.73 by its receipt and use of benefits Pressley Ridge
provided. Pressley Ridge explains:
[T]o the extent that Graham Local alleges that hyper-technical defect(s)
prevent the express agreement continuing Pressley Ridge’s provision of
educational and related services for the 2016-2017 school year from rising to
the level of an enforceable contract, Pressley Ridge is nonetheless entitled to
payment for the benefit conferred upon and accepted by Graham Local as a
result of Graham Local’s acknowledgement and part performance of its
obligation.
(Doc. #27, PageID #313; see Doc. #21, PageID #s 194-95). It is worth pausing to note that
Pressley Ridge does not seek judgment on the pleading on its claim of unjust enrichment.
Unjust enrichment arises in Ohio upon proof of “(1) a benefit conferred by a plaintiff
upon a defendant; (2) knowledge by the defendant of the benefit; and (3) retention of the
benefit by the defendant under circumstances where it would be unjust to do so without
payment.” Gascho v. Global Fitness Holdings, LLC, 863 F.Supp.2d 677, 699 (S.D. Ohio
2012) (Smith, D.J.) (citing L & H Leasing Co. v. Dutton, 82 Ohio App.3d 528, 612 N.E.2d
787, 791 (1992) (citing Hambleton v. R.G. Barry Corp., 12 Ohio St.3d 179, 465 N.E.2d
1298 (1984)). “Unjust enrichment is an equitable doctrine to justify a quasi-contractual
remedy that operates in the absence of an express contract or a contract implied in fact to
prevent a party from retaining money or benefits that in justice and equity belong to
another.” Wuliger v. Manufacturers Life Ins. Co., 567 F.3d 787, 799 (6th Cir. 2009)
(citations and emphasis omitted).
Defendant looks to Ohio Rev. Code §2744.01(F) and finds it is immune from
Pressley Ridge’s unjust-enrichment claim due to its status as a political subdivision that
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engages in a governmental function—the provision of public education.
Political subdivisions in Ohio are entitled to immunity described in Ohio Rev. Code
§2744.02. Graham Local School District is a political subdivision that performs a
governmental function in its provision of public education. See Doe v. Marlington Local
School Dist. Bd. of Ed., 122 Ohio St.3d 12, 15 (2009); see also Ohio Rev. Code
§2744.01(B)(2)(c). In general, Ohio law grants immunity to such political subdivisions for
injury, death, or loss to persons or property it allegedly caused by in connection with its
exercise of a governmental function. See Ohio Rev. Code §2744.02(A)(1). Certain
exceptions apply, one of which deprives a political subdivision of statutory immunity in a
civil action that seeks damages “for contractual liability.” Ohio Rev. Code. 2744.09(A); see
Duncan v. Cuyahoga Community College, 970 N.E.2d 1092, 1097 (Ohio App. 2012) (citing
§2744.09(A)). Consequently, statutory immunity does not shield Defendant from Pressley
Ridge’s breach-of-contract claim.
Pressley Ridge’s claim for enrichment is a separate matter. The immunity statutes do
not specifically except claims of unjust enrichment from the general immunity extended to
political subdivisions. See Ohio Rev. Code §2744.09 (A)-(E); see also Ohio Rev. Code
§2744.02(B). In addition, the contract-related statute in the present case—again, Ohio Rev.
Code §3313.33(B)—ties the existence of an enforceable contract to school-board
authorization during a regular meeting. This aspect of §3313.33(B) would become a nullity
if Pressley Ridge’s equitable claim of unjust enrichment is allowed to proceed. Cf. Wuliger,
567 F.3d at 799 (unjust enrichment operates in the absence of a contract); see Schmitt v.
Educational Serv. Ctr. Of Cuyahoga Cnty., 970 N.E.2d 1187 (Ohio App. 2012) (“political
23

subdivisions cannot be made liable on theories of implied or quasi contract”); cf. also
Franks v. Village of Bolivar, No. 5:11cv701, 2011 WL 5838209, at *5 (N.D.Ohio,2011)
(Lioi, D.J.) (“A village is a municipal corporation that cannot be bound by a contract ‘unless
the agreement is formally ratified through proper channels. As a result, a claim may not be
sustained against a municipal corporation upon theories of implied or quasi-contract….’”)
(citation omitted)); City of Cleveland Heights v. City of Cleveland, No. 79167, 2001 WL
1400015, at *4 (Ohio App. 2001) (same).
Accordingly, Defendant is entitled to judgment on the pleadings in its favor on
Pressley Ridge’s claim of unjust enrichment.

IT IS THEREFORE RECOMMENDED THAT:
1.

Pressley Ridge’s Motion for Judgment on the Pleadings on Count I and II of
the Amended Complaint (Doc. #23) be denied; and

2.

Defendant’s Motion for Judgment on the Pleadings (Doc. #24) be granted on
Count III (unjust enrichment) and denied on Counts I and II of Pressley
Ridge’s Amended Complaint.

May 21, 2018

s/Sharon L. Ovington
Sharon L. Ovington
United States Magistrate Judge

24

NOTICE REGARDING OBJECTIONS
Pursuant to Fed. R. Civ. P. 72(b), any party may serve and file specific, written
objections to the proposed findings and recommendations within FOURTEEN days after
being served with this Report and Recommendations. Such objections shall specify the
portions of the Report objected to and shall be accompanied by a memorandum of law in
support of the objections. If the Report and Recommendation is based in whole or in part
upon matters occurring of record at an oral hearing, the objecting party shall promptly
arrange for the transcription of the record, or such portions of it as all parties may agree
upon or the Magistrate Judge deems sufficient, unless the assigned District Judge otherwise
directs. A party may respond to another party’s objections within FOURTEEN days after
being served with a copy thereof.
Failure to make objections in accordance with this procedure may forfeit rights on
appeal. See Thomas v. Arn, 474 U.S. 140 (1985); United States v. Walters, 638 F.2d 947,
949-50 (6th Cir. 1981).

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