Setjo, LLC v. Ellis, 2025-Ohio-4844

Case Information

Court: Court of Appeals of Ohio Eighth Appellate District County of Cuyahoga
Date: 2025-10-23
Citation: 2025-Ohio-4844
Read the Opinion

Summary

Summary: The Court of Appeals of Ohio affirmed the trial court’s denial of a motion to compel arbitration filed by a car dealership and its financing company, ruling that the arbitration agreements were not enforceable due to a lack of mutual assent. The case highlights the scrutiny courts apply to arbitration clauses in consumer contracts involving elderly or impaired individuals.

Key Holdings

• Arbitration clauses must reflect a clear meeting of the minds to be enforceable
• A contract of adhesion lacking definite and certain terms is not binding
• Trial courts have discretion to manage dockets and enforce no-reply-brief orders
• Errors in striking briefs are harmless if they do not affect substantial rights

More Information

Plaintiff-Appellee, a visually and hearing-impaired elderly resident of a senior facility, alleged she was fraudulently induced into purchasing a vehicle by her caretaker, who used her for financing. The Plaintiff believed she was merely cosigning but was made the sole owner of the vehicle. She filed suit against Setjo, LLC and Kia Finance America for fraud, consumer protection violations, and civil conspiracy, seeking to void the contract.

The Defendants filed a motion to compel arbitration, citing two agreements allegedly signed by the Plaintiff. The trial court denied the motion, and the appellate court reviewed the denial de novo due to the contractual interpretation issues. The appellate court found significant discrepancies and ambiguity between the two arbitration clauses, as well as indicia of a contract of adhesion, and ruled there was no mutual assent to arbitrate.

The court emphasized that the Plaintiff, due to her physical impairments and the circumstances under which the documents were signed, could not have reasonably understood or consented to the arbitration terms. The November 21 agreement stated arbitration was not required, while the November 22 clause embedded in the RISC mandated arbitration and differed materially in venue, cost, and party obligations.

Lastly, the court held that the trial court did not abuse its discretion in striking the Defendants’ reply brief, as the court had ordered no reply briefs and any error in this regard was deemed harmless given the outcome on the arbitration issue. The judgment was affirmed and remanded for further proceedings.