Opinion
2020-00440JD
10-12-2023
TNSWS, LLC DBA THE NEXT STEP/WORK OPPORTUNITY TAX CREDIT SOLUTIONS LLC Plaintiff v. OHIO DEPARTMENT OF REHABILITATION AND CORRECTION Defendant
DECISION
LISA L. SADLER, Judge.
{¶1} Plaintiff, TNSWS, LLC, dba The Next Step/Work Opportunity Tax Credit Solutions LLC (TNSWS), brought this refiled action alleging breach of contract, declaratory judgment, unjust enrichment, and promissory estoppel claims against Defendant, Ohio Department of Rehabilitation and Correction (ODRC). The case was tried before a Magistrate on liability only. On February 10, 2023, the Magistrate issued a Decision, in which she recommended judgment in favor of TNSWS on its breach of contract claim and, as a result, further recommended that TNSWS's alternative claims of unjust enrichment and promissory estoppel be found moot.
{¶2} ODRC did not file objections. TNSWS timely filed its Objections to the Decision of the Magistrate that are now before the Court for consideration. A full transcript of the proceedings was not provided by either party, but limited excerpts were provided.For the reasons set forth below, the Court overrules TNSWS's Objections, in part, and sustains TNSWS's Objections, in part.
The Court notes that the parties' briefs include citations to portions of the transcript that were not provided to the Court.
Standard of Review
{¶3} "A party may file written objections to a magistrate's decision within fourteen days of the filing of the decision * * *." Civ.R. 53(D)(3)(b)(i). Objections "shall be specific and state with particularity all grounds for objection." Civ.R. 53(D)(3)(b)(ii). "An objection to a factual finding, whether or not specifically designated as a finding of fact * * *, shall be supported by a transcript of all the evidence submitted to the magistrate relevant to that finding * * *." Civ.R. 53(D)(3)(b)(iii).
{¶4} The court "shall undertake an independent review as to the objected matters to ascertain that the magistrate has properly determined the factual issues and appropriately applied the law." Civ.R. 53(D)(4)(d). In reviewing the objections, the court does not act as an appellate court but rather conducts "a de novo review of the facts and conclusions in the magistrate's decision." Ramsey v. Ramsey, 10th Dist. Franklin No. 13AP-840, 2014-Ohio-1921, ¶¶ 16-17. However, "[i]f an objecting party fails to submit a transcript or affidavit, the trial court must accept the magistrate's factual findings and limit its review to the magistrate's legal conclusions." Triplett v. Warren Corr Inst, 10th Dist. Franklin No. 12AP-728, 2013-Ohio-2743, ¶ 13. "Whether or not objections are timely filed, a court may adopt or reject a magistrate's decision in whole or in part, with or without modification." Civ.R. 53(D)(4)(b).
Factual Background and Procedural History
{¶5} Since 2015, TNSWS, formed by CEO John L. White (White), conducted business promoting employment for released felons with ODRC. Prior to the formation of TNSWS, White had two predecessor companies that conducted business with ODRC. White, through one of the predecessor companies, signed a zero-dollar Purchase Contract with ODRC in October 2013 to provide offender employment services, which was set to expire on June 30, 2015.
{¶6} White's goal was to obtain an active database of felon-friendly employers using ODRC's released felon hiring data, which TNSWS could then use to contact these employers regarding a federal tax credit known as the Work Opportunity Tax Credit (WOTC). TNSWS would then solicit these employers about their interest in utilizing TNSWS's services to complete the WOTC paperwork and obtain the federal tax credit for the employer in exchange for a percentage of the WOTC as payment. The WOTC required the employer to submit the mandated paperwork within 28 days of hiring a qualified ex-felon. The WOTC was suspended in 2014, but reinstated by the federal government in 2016 with a retroactive period setup from January 1, 2015 through August 31, 2016, which created a "WOTC lookback period" for paperwork for qualified ex-felons hired during this period to be submitted by September 28, 2016.
{¶7} ODRC's released felon employment information, obtained by parole officers with ODRC's Adult Parole Authority (APA), was not maintained in a searchable format within the parole officers' Field Officer Tablet/Tool (FOT). However, ODRC was developing the Ohio Community Supervision System (OCSS) to connect APA offices throughout the state into an easily searchable format. ODRC worked with a third-party software developer, StepMobile, to develop the OCSS. ODRC informed TNSWS that to obtain data from ODRC, a data exchange Memorandum of Understanding (MOU) needed to be in place. While the OCSS was in production, TNSWS and ODRC discussed extraction and transfer of data from the unsearchable employer data being maintained in the FOT. ODRC was unsure of a date certain for OCSS implementation as the target date for implementation had changed multiple times.
{¶8} In May 2016, the parties executed a contract addendum to the Purchase Agreement with TNSWS as the contractor that extended the Purchase Contract from July 1, 2016, through June 30, 2017. Later in 2016, the parties executed an agreement titled "MEMORANDUM OF UNDERSTANDING (MOU) Data File Sharing and Confidentiality Agreement" (the MOU). (Plaintiff's Exhibit 1; Defendant's Exhibit B). Prior to completion of the MOU at issue, an unexecuted draft of the MOU was circulated among ODRC staff. ODRC employees also internally discussed the manual extraction of data from the FOT as well as the potential gap in employer data between a manual FOT extraction and OCSS implementation. ODRC drafted the MOU, and once drafted, Gary Mohr, Director of ODRC, and Stephen Young, ODRC's legal counsel signed the MOU and sent it to White, who signed it on behalf of TNSWS on September 28, 2016.
Even though his signature does not have a corresponding date, Gary C. Mohr, Director of ODRC, signed the MOU prior to it being sent to TNSWS. (See Agreed Trial Stipulations ¶ 2).
{¶9} ODRC filed a Motion for Summary Judgment, which the Court denied in its February 2, 2022 Decision/Judgment Entry. The Court determined that TNSWS's declaratory judgment claim was subsumed into its breach of contract claim and the alternative claims of unjust enrichment and promissory estoppel remained pending for a trial on the merits. (February 2, 2022 Decision/Judgment Entry, pp. 5-6; 16-18). On the breach of contract claim, the Court found that the MOU was a contract, as a matter of law. (February 2, 2022 Decision/Judgment Entry, p. 7). However, the Court did not find as a matter of law that the MOU was a fully integrated writing. Rather, the Court determined that, construing the evidence presented in favor of TNSWS pursuant to Civ.R. 56(C), the MOU was a presumptively integrated writing. (February 2, 2022 Decision/Judgment Entry, p. 9). Moreover, the Court did not make a determination on whether implementation of the OCSS was required during the term of the MOU, only that when construing evidence in favor of TNSWS pursuant to Civ.R. 56(C) it appeared likely that it should have been implemented. (February 2, 2022 Decision/Judgment Entry, pp. 12-13). In part, the Court denied ODRC's Motion for Summary Judgment because it found that an ambiguity existed as to the meaning of "twice" in Article II of the MOU. (February 2, 2022 Decision/Judgment Entry, pp. 10-11). The Court also determined that a genuine issue of material fact existed as to ODRC's potential breach of the duty of good faith. (February 2, 2022 Decision/Judgment Entry, p. 14).
The Magistrate did not determine this issue, nor did TNSWS explicitly object to the lack of a decision on the duty of good faith. Therefore, the Court will not address the issue of the duty of good faith.
{¶10} After presentation of evidence at the bench trial on liability, the Magistrate held that ODRC breached its obligation under Article II of the MOU and found ODRC liable for breach of contract. (February 10, 2023 Decision of the Magistrate, pp. 19-27). The Magistrate further determined that TNSWS's unjust enrichment and promissory estoppel claims were moot. (February 10, 2023 Decision of the Magistrate, pp. 28-29). Accordingly, the Magistrate recommended that judgment on the breach of contract claim be entered in favor of TNSWS in relation only to ODRC's failure to provide the initial manual extraction and transfer of data during the term of the MOU. (February 10, 2023 Decision of the Magistrate, p. 29).
{¶11} The Magistrate found that the initial manual transfer was required during the term of the MOU, but not prior to the WOTC lookback period. (February 10, 2023 Decision of the Magistrate, pp. 23-25; 26-27). However, the Magistrate determined that the second manual transfer, and implementation of the OCSS and a resultant daily electronic transfer, was not required to occur during the term of the MOU. (February 10, 2023 Decision of the Magistrate, pp. 25-26). The Magistrate used extrinsic evidence to form these conclusions. Moreover, while liability and damages were bifurcated, the Magistrate found ODRC's breach of the MOU caused TNSWS to sustain damages related to access to the OCSS and a likelihood that damages occurred from not receiving data under Article II of the MOU. (February 10, 2023 Decision of the Magistrate, p. 27). The Magistrate further found that the Purchase Contract between the parties was still in effect due to continued work performed and the signed Addendum. (February 10, 2023 Decision of the Magistrate, pp. 3-4). The Magistrate noted the Purchase Contract was a zero-dollar contract and the MOU stated the parties agreed no reimbursement would be sought, but determined the parties could present further evidence on this issue, as well as other evidence on damages, during the trial on damages. (February 10, 2023 Decision of the Magistrate, p. 28).
TNSWS timely filed the following objections to the Magistrate's Decision:
(i) the MOU did not require ODRC to implement the OCSS during the term on the MOU, Decision p. 26; (ii) the MOU did not require ODRC to implement the OCSS before January 1, 2017, Decision p. 26; (iii) the MOU did not require a transfer of data prior to the expiration of the WOTC lookback period, Decision p. 27; (iv) a second manual extraction and delivery of employer data under the MOU did not have to occur during the term of the MOU, and prior to January 1, 2017, Decision p. 27; and (v) the MOU is part of the Purchase Agreement between ODRC and an another entity that is not a party to this lawsuit, Decision p. 3-4. (Plaintiffs Objections, p. 1).
TNSWS's First Objection (Implementation of the OCSS) and TNSWS's Second, Third, and Fourth Objections (Timeliness of Data Extractions and Transfers)
{¶12} For the purposes of TNSWS's first four objections, the implications of the language contained in Article II of the MOU are at issue. The MOU is unambiguous in that it requires ODRC to provide data to TNSWS. The primary issues addressed during the trial on liability before the Magistrate, and now addressed in TNSWS's objections, are what extractions and transfers of data were required and the timeliness of when the extractions and transfers were required to be completed under Article II of the MOU.
{¶13} Construction and interpretation of contracts constitute matters of law. Boggs v. Columbus Steel Castings Co., 10th Dist. Franklin No. 04AP-1239, 2005-Ohio-4783, ¶ 5, citing Latina v. Woodpath Development Co., 57 Ohio St.3d 212, 214, 567 N.E.2d 262 (1991). The Tenth District Court of Appeals "has emphatically stated that contracts must be read as a whole, and individual provisions must not be read in isolation." Nour v. Shawar, 10 Dist. Franklin No. 13AP-1070, 2014-Ohio-3016, ¶ 14. Moreover, the Tenth District has instructed that courts should "construe contracts to give effect to the intent of the parties and such intent is presumed to be in the language used in the contract." Boggs at ¶ 6, citing Reida v. Thermal Seal, Inc., 10th Dist. Franklin No. 02AP-308, 2002-Ohio-6968, ¶ 27. "The contract's words are given their ordinary meaning unless this will result in 'manifest absurdity' or unless 'some other meaning is clearly intended from the face or overall contents of the instrument.'" Lill v. Ohio State Univ., 10th Dist. Franklin No. 17AP-733, 2019-Ohio-276, ¶ 26, quoting Alexander v. Buckeye Pipeline Co., 53 Ohio St.2d 241, 245-246, 374 N.E.2d 146 (1987); see also REDOT Dev. of Ohio, LLC v. Waste Mgt. of Ohio, 6th Dist. Lucas No. L-12-1161, 2013-Ohio-2364, ¶ 19 ("The plain meaning doctrine establishes the courts have no authority to bypass or modify the plain meaning of unambiguous language. The practical implication is that judicial application must be constrained to the confines of the plain meaning of the precise language at issue.").
{¶14} TNSWS's first and second objections relate to whether ODRC was required to implement the OCSS, which would prompt the automatic daily electronic transfer of data, during the term of the MOU and, if so, when. (Plaintiff's Objections, pp. 2-10). TNSWS contends specifically that the OCSS was required to be implemented and should have been implemented before January 1, 2017. (Plaintiff's Objections, pp. 5-6). However, ODRC contends that it had no obligation to implement the OCSS at any time during the term of the MOU. (Defendant's Opposition, pp. 2-15).
{¶15} TNSWS's third and fourth objections relate to the timeliness of the transfer of data for the initial manual transfer and additional manual transfer. (Plaintiffs Objections, p. 10-14). TNSWS contends specifically that the initial manual transfer was required prior to the WOTC lookback period, and the additional manual transfer was required during the term of the MOU and before January 1, 2017. (Plaintiffs Objections, pp. 12-13). However, while ODRC concedes it was required to do the initial manual transfer at some time during the term of the MOU, ODRC contends that it had no obligation to do the initial manual transfer before the expiration of the WOTC lookback period or do the additional manual transfer during the term of the MOU. (Defendant's Opposition, pp. 15-18; 22-24).
{¶16} In reviewing Article II, the Court is bound by previous determinations of law as made by the Court at the summary judgment stage. This Court previously found that ambiguity exists as to the meaning of "twice" in Article II. (February 2, 2022 Decision/Judgment Entry, p. 10 ["* * * the meaning of 'twice,' is uncertain, as that word appears in the same sentence with a reference to the 'daily electronic transfer' that would occur once the OCSS was implemented."]). As such, this issue was preserved for a trial on the merits.
{¶17} After independent review of the record, evidence presented, and contracts at issue, in the Court's view, Article II provides that data would be extracted and transferred by ODRC to the service provider, TNSWS, through both manual and electronic transfers. Article II states that:
ODRC shall provide the following data to THE SERVICE PROVIDER: The data will be manually extracted and transferred from Adult Parole Authority offender case files twice; after the initial transfer, an additional transfer will be made prior to the daily electronic transfer initiated by the implementation of OCSS.
a. Employer
b. Address (split into components if possible)
c. Telephone
When the Adult Parole Authority implements the Ohio Community Supervision System application for offender case management, the data will be electronically transferred to THE SERVICE PROVIDER on a daily basis via web-based SFTP.(Pl. Ex. 1; Def. Ex. B).
{¶18} When interpreting a contract, if an ambiguity exists, a court is permitted to consider extrinsic evidence to determine the parties' intent. Cadle v. D'Amico, 2016-Ohio-4747, 66 N.E.3d 1184, ¶ 24 (7th Dist.), citing Wells Fargo Bank, N.A. v. TIC Acropolis, L.L.C., 2d Dist. No. 2015-CA-32, 2016-Ohio-142, ¶ 47. Twice was ambiguous as it appeared in a sentence that references three data transfers: "initial transfer;" "additional transfer;" and "daily electronic transfer." In review of the extrinsic evidence at trial, the Court finds that the Magistrate properly resolved the ambiguity in the MOU's use of "twice" in Article II. Moreover, the Court finds that the Magistrate correctly applied "twice" to the manual extraction and transfers of data, in both the "initial transfer" and "additional transfer," which were required to occur prior to implementation of the OCSS and resultant automatic "daily electronic transfer."
{¶19} While the inclusion of "twice" in Article II had been deemed ambiguous, and subsequently resolved correctly by the Magistrate at trial, other unambiguous language included in the MOU will be interpreted with its plain meaning-without the need for extrinsic evidence. Article I, entitled "Purpose and Legal Authority" provides that "[t]his MOU is for the sole purpose of providing THE SERVICE PROVIDER with ODRC data that will be used to update and maintain the Felon Friendly employer's database." (Pl. Ex. 1; Def. Ex. B). As such, the sole purpose for the transfers of data found in Article II relates to the Felon Friendly employer's database. Notably absent in the plain language of the MOU is any mention of the WOTC or WOTC lookback period. Moreover, Article IV, entitled "Time of Performance," states that "Upon approval by the Director of ODRC, this MOU shall be in effect from June 16, 2016 through June 30, 2017 * * *." (Pl. Ex. 1; Def. Ex. B). Thus, in reading the plain terms of the MOU, any obligations of performance by the parties were due on or before June 30, 2017.
{¶20} The remaining portions of Article II are also unambiguous and will be interpreted with its plain meaning-without the need for extrinsic evidence. Article II begins with "ODRC shall provide the following data to [TNSWS]:" and then continues after the colon by laying out the data extraction and transfer methods. (Pl. Ex. 1; Def. Ex. B). The Court finds that "shall" confers a mandatory obligation on ODRC in relation to the data extraction and transfers that appear within Article II. See Guy v. City of Steubenville, 7th Dist. Jefferson No. 99-JE-12, 2001 Ohio LEXIS 379, 13 (Jan. 31, 2001) ("It is a well-settled principle of law that the use of the word 'shall' in a statute or contract connotes a mandatory obligation."); see also Wood v. Simmers, 10th Dist. Franklin No. 19AP-275, 2019-Ohio-4440, ¶ 19. As such, the use of the word "shall" in Article II is related directly to providing the data, employer name, address (split into components if possible), and telephone number by way of each of the three transfer types, initial transfer, additional transfer, and daily electronic transfer, that the Court addressed in determining ambiguity in the word "twice" in Article II.
{¶21} Accordingly, in reading the MOU as a whole, ODRC was contractually required to provide the data to TNSWS during the term of the MOU by two manual extractions and then daily electronic transfers that would automatically occur upon implementation of the OCSS. Therefore, the Court finds that the Magistrate incorrectly applied the plain meaning of the MOU when determining which data extractions and transfers were required within the term of the MOU. The Court finds that the Magistrate properly determined that the initial manual transfer was required during the term of the MOU. However, while correctly determining that the additional manual transfer was required to occur prior to the implementation of the OCSS, the Magistrate erred in determining that the MOU did not require either the additional manual transfer or daily electronic transfer that was predicated on implementation of the OCSS to occur during the term of the MOU. Even though ODRC was unsure of a date certain for implementation of the OCSS, it nevertheless drafted and executed the MOU requiring daily electronic transfer of data to occur during the term of the MOU, which was predicated on implementation of the OCSS. Because the Court's analysis is based on the contract language that bound ODRC, specifically use of "shall" in the first line of Article II of the MOU, involvement of the OCSS third-party developer does not alleviate ODRC from its contractual obligations.
{¶22} TNSWS contends that, prior to trial, "the Court determined as a matter of law that the MOU required ODRC to fully implement OCSS * * * during the term of the MOU" in its decision on ODRC's Motion for Summary Judgment. (Plaintiffs Objections, p. 2). The Court disagrees. First, there were no cross motions for summary judgment before the Court. Second, the Court merely stated "[construing the evidence in favor of TNSWS, as required by Civ.R. 56, reasonable minds could conclude that ODRC's promise to daily transfer data from the OCSS application to TNSWS may have been based on * * * ." (See February 2, 2022 Decision/Judgment Entry, pp. 11 -13). The Court left the determination of the legal effect of Article II for a trial on the merits.
{¶23} The Court finds that Article II requires a sequential order of transfers: initial manual transfer; additional manual transfer; and then implementation of OCSS, which automatically prompted the daily electronic transfer. Moreover, the Court finds that the Magistrate correctly determined that the transfers were to be employer data from all APA released felon case files rather than a piecemeal of information that agencies wanted to or did provide. As such, the additional manual transfer was also required to be a full updated data transfer from all APA released felon case files within the time limit of the MOU. As the Magistrate correctly determined, the additional manual transfer was to supplement the initial manual transfer with new or missed data extracted between the initial manual transfer and implementation of the OCSS.
{¶24} TNSWS argues that a time for performance for each of the three extractions and transfers should be set aside from the time for performance in the MOU. The Court does not find this persuasive as it is inconsistent with the plain meaning of the MOU. TNSWS asks the court to adopt a determination of a reasonable time for the implementation of the OCSS, but the MOU does not delineate dates on any of the transfers outside the sequential order and term of the MOU, and the Court declines to assign dates not contracted for in the MOU. Because both the initial and additional manual transfers must occur prior to the implementation of the OCSS, the only requirement based on the four corners of the MOU is that implementation of the OCSS must have occurred on or before June 30, 2017.
{¶25} Moreover, the Court finds that the Magistrate correctly determined that the initial manual transfer did not have to occur prior to the expiration of the WOTC lookback period. Absent in the plain language of the contract is any mention of the WOTC or any requirement to abide by the lookback period timeline. While the testimony and evidence show TNSWS had a prevailing interest in data sharing to begin prior to the expiration of the WOTC lookback period, it is the plain language of the MOU that is controlling in this case and the plain language makes no mention of this requirement. As such, the Court cannot consider extrinsic evidence related to the parties' conversations concerning the WOTC lookback period and build this requirement into the MOU.
{¶26} TNSWS's first objection is to the Magistrate's conclusion that "the MOU did not require Defendant to implement the OCSS during the term of the MOU." (Plaintiff's Objections, p. 1). The Court finds that the Magistrate erred in finding that the OCSS did not have to be implemented during the term of the MOU. Upon independent review of the evidence, the Court finds that based on the four corners of the MOU, implementation of the OCSS was required at some point during the term of the MOU, on or before June 30, 2017, to allow for daily electronic transfer of data to occur. Accordingly, the Court SUSTAINS TNSWS's first objection.
{¶27} TNSWS's second objection is to the Magistrate's conclusion that "the MOU did not require ODRC to implement the OCSS before January 1, 2017." (Plaintiff's Objections, p. 1). For the reasons stated previously herein, the Court finds that the Magistrate properly concluded that the MOU did not require ODRC to implement the OCSS before January 1, 2017. Upon independent review of the evidence, the Court finds that the MOU only required ODRC to implement the OCSS by the end of the term of the MOU, on or before June 30, 2017. Accordingly, the Court OVERRULES TNSWS's second objection.
{¶28} TNSWS's third objection is to the Magistrate's conclusion that "the MOU did not require a transfer of data prior to the expiration of the WOTC lookback period." (Plaintiff's Objections, p. 1). For the reasons stated previously herein, the Court finds that the Magistrate correctly determined that the initial manual transfer did not have to occur prior to the WOTC lookback period. Upon independent review of the evidence, the Court finds that the initial manual transfer was required during the term of the MOU, before the additional manual transfer and implementation of the OCSS. Accordingly, the Court OVERRULES TNSWS's third objection.
{¶29} TNSWS's fourth objection is to the Magistrate's conclusion that "a second manual extraction and delivery of employer data under the MOU did not have to occur during the term of the MOU, and prior to January 1, 2017. (Plaintiffs Objections, p. 1). For the reasons stated previously herein, the Court finds that the Magistrate incorrectly determined that the additional manual transfer did not have to occur during the term of the MOU. Upon independent review of the evidence, the Court finds that the additional manual transfer was required to occur during the term of the MOU, after the initial manual transfer but before the implementation of the OCSS. Accordingly, the Court SUSTAINS TNSWS's fourth objection to the extent it objects to the Magistrate's conclusion that the additional manual transfer did not need to occur during the term of the MOU. However, the Court OVERRULES TNSWS's fourth objection to the extent it objects to the Magistrate's conclusion that the additional manual transfer did not need to occur prior to January 1, 2017.
TNSWS's Fifth Objection (Memorandum of Understanding as a Contract)
{¶30} TNSWS's fifth objection challenges the Magistrate's determination associated with the MOU's viability as a stand-alone contract and how the MOU should be reviewed, including whether the terms are altered by the Purchase Contract.
{¶31} The existence of the contract requires that "both parties to the contract must consent to its terms; there must be a meeting of the minds of both parties; and the contract must be definite and certain." (Citations omitted.) Episcopal Retirement Homes v. Ohio Dept. of Indus. Relations, 61 Ohio St.3d 366, 369, 575 N.E.2d 134 (1991). "A contract is fully integrated when both parties to the contract adopt it as a final and complete statement of the terms of their agreement." Miller v. Lindsay-Green, Inc., 10th Dist. Franklin No. 04AP-848, 2005-Ohio-6366, ¶ 37, citing 11 Williston, Contracts, Section 33:14, 612 (4th Ed.1999); 2 Restatement of the Law 2d, Contracts, Section 210(1), at 177 (1981).
{¶32} TNSWS again contends that, prior to trial, "this Court previously held as a matter of law * * * that ODRC and TNSWS entered a fully integrated contract-i.e. the MOU" in its decision on ODRC's Motion for Summary Judgment. (Plaintiff's Objections, p. 2). The Court disagrees with that interpretation of the Court's February 2, 2022
Decision/Judgment Entry. At the summary judgment stage, the Court did determine that the Memorandum of Understanding (MOU) between the parties is an enforceable contract as a matter of law. However, the Court determining that the MOU was "presumptively integrated" was not definitive that the MOU was, in fact, fully integrated, and allowed the parties to present further evidence on the issue of integration. ODRC contends that the MOU and Purchase Agreement both governed the parties' relationship. (Defendant's Opposition, pp. 21-22).
{¶33} The Court finds that the Purchase Agreement does not alter the terms in the MOU for the purposes of liability determination. While the parties had previous dealings evidenced by the existence of the Purchase Contract and Addendum, the MOU was a contract specifically related to the "data that will be used to update and maintain the Felon Friendly employer's database," which only applied to the data to be provided to TNSWS by ODRC once the MOU was fully executed. Therefore, the Court finds consistent with the Magistrate's findings that the MOU is not altered by the Purchase Agreement in relation to ODRC's breach of the MOU for failing to provide TNSWS with data that was to be shared to update and maintain the Felon Friendly employer's database.
{¶34} TNSWS's fifth objection is to the Magistrate's conclusion that "the MOU is part of the Purchase Agreement between ODRC and another entity that is not a party to this lawsuit." (Plaintiff's Objections, p. 1). Upon independent review of the evidence, the Court finds that the MOU is not altered by the Purchase Agreement as it relates to the data shared between the parties to update and maintain the Felon Friendly employer's database for the purposes of a determination of liability. Therefore, the Purchase Agreement does not change the determination of liability. Accordingly, the Court OVERRULES TNSWS's fifth objection.
Conclusion
{¶35} Upon an independent review of the record pursuant to Civ.R. 53, and for the above stated reasons, the Court SUSTAINS TNSWS's first objection, OVERRULES TNSWS's second objection, third objection, and fifth objection, and OVERULES, in part, and SUSTAINS, in part, TNSWS's fourth objection. The Court finds ODRC liable for breach of contract for failure to perform during the term of the MOU: (1) the initial manual transfer; (2) the additional manual transfer; and (3) the implementation of the OCSS and any resultant daily electronic transfers.
{¶36} Accordingly, Judgment on liability is rendered in favor of TNSWS on its breach of contract claim. TNSWS's claims of unjust enrichment and promissory estoppel are rendered moot.
JUDGMENT ENTRY
{¶37} Upon an independent review of the record pursuant to Civ.R. 53, the Court finds that the Magistrate has properly determined the factual issues and appropriately applied the law with the exceptions noted in the Decision filed concurrently herewith. As such, the Court holds as follows: Plaintiffs first objection is SUSTAINED; Plaintiffs second objection, third objection, and fifth objection are OVERRULED; and Plaintiffs fourth objection is OVERRULED, in part, and SUSTAINED, in part.
{¶38} Accordingly, the Court modifies and adopts the Magistrate's Decision and Recommendation, including findings of fact and conclusions of law contained therein, consistent with this Decision and Judgment Entry. Judgment on liability for the breach of contract claim is rendered in favor of Plaintiff. A case management conference with the Magistrate is set for October 4, 2023, at 10:00 a.m., to discuss further proceedings on determination of damages. Instructions on how to access the conference are attached.