Licking Valley Oil, Inc. v. Trigon Imaging Systems, Inc.

UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF OHIO
WESTERN DIVISION
LICKING VALLEY OIL, INC.,
Plaintiff,
v.
TRIGON IMAGING SYSTEMS,
INC.,
Defendant.
Case No. 1:25-cv-359
JUDGE DOUGLAS R. COLE
OPINION AND ORDER
Defendant Trigon Imaging Systems, Inc., moves for summary judgment in this
contract dispute. Because Plaintiff Licking Valley Oil, Inc. (LVO), fails to identify any
evidence that creates a genuine dispute of material fact necessitating submission to
a jury, the Court GRANTS Trigon’s Motion for Summary Judgment (Doc. 17).
BACKGROUND
The facts here are easy. In December 2023, LVO purchased an “EFI Pro 30F
printer” from Trigon, a party with whom LVO has dealt for some twenty years. (Doc.
1-1, #6). The purchase, which was allegedly undertaken at the suggestion of Trigon’s
head technician, was reduced to a “Master Equipment Purchase and Security
Agreement.” (Id.).
Problems arose with the printer no sooner than the ink on the contract was
dry. From the beginning, LVO says that the printer has “failed to print projects
correctly.” (Id.). Since then, the printer’s “numerous and continuous” problems have
not abated, despite both parties’ best efforts at maintenance and repair. (Id.). LVO
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says that the printer “has not operated as [Trigon] said it would.” (Id.). As a result,
LVO has had “to turn business away” “to [its] extreme detriment.” (Id. at #6–7).
Seeking redress, LVO sued in the Pendleton Circuit Court in Kentucky,
alleging breach of contract, fraud, unjust enrichment, breach of the implied warranty
of merchantability, breach of the implied warranty of fitness for a particular purpose,
and negligent misrepresentation. (Id. at #7–11). Trigon then removed the case to the
Eastern District of Kentucky, invoking that court’s diversity jurisdiction. (See Doc.
1). Not long thereafter, the Eastern District of Kentucky granted Trigon’s Motion to
Change Venue (Doc. 8), which brought the case to this Court. (See Doc. 11).
Trigon has now moved for summary judgment. (Doc. 17). In support, Trigon
explains that LVO’s contract and implied warranty claims fail as a matter of law
because (1) the contract makes no representation whatsoever as to the “functioning
of the [p]rinter,” and (2) in the contract, “Trigon disclaims all conditions and
warranties whether express or implied by statute or custom of the trade or otherwise,
whether as to quality, condition, performance, merchantability, fitness for any
purpose or otherwise.” (Id. at #24 (quoting (Doc. 1, #13)). Trigon also says that the
existence of an express contract precludes LVO’s unjust enrichment claim. (Id. at
#25). And it says that the fraud and negligent misrepresentation claims fail because
LVO identifies no false statement, and because Ohio’s economic loss doctrine bars the
fraud claim. (Id. at #26–28).
LVO has responded. (Doc. 21). There, it argues that Trigon made certain
representations to LVO that formed the “basis of the parties’ bargain.” (Id. at #56).
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For that reason, LVO says that Ohio Revised Code § 1302.29 renders Trigon’s broad
warranty disclaimer ineffective. (Id. at #57). That section provides that “[w]ords or
conduct relevant to the creation of an express warranty and words or conduct tending
to negate or limit [a] warranty shall be construed whenever reasonable as consistent
with each other.” Ohio Rev. Code. § 1302.29. But “negation or limitation is inoperative
to the extent that such construction is unreasonable.” Id. LVO contends that the
statutory provision was “designed principally to deal with those frequent clauses in
sales contracts [like the one here] which seek to exclude all warranties express or
implied.” (Doc. 21, #57 (citation omitted)). That is, the provision “seeks to protect a
buyer from unexpected and unbargained language of [a] disclaimer by denying effect
to such language when inconsistent with [the] language of [an] express warranty and
permitting the exclusion of implied warranties only by conspicuous language or other
circumstances which protect a buyer from surprise.” (Id. (citation omitted)). Thus, on
LVO’s telling, it can rely on Trigon’s representations, disclaimer notwithstanding.
As for Trigon’s argument that the parties’ express contract precludes LVO’s
unjust enrichment claim, LVO argues that, should it succeed on its fraud claim, one
remedy could be to invalidate the contract, in which case the unjust enrichment claim
could go forward. (Id. at #58). And LVO further argues that the fraud claim should
proceed because it successfully identifies fraudulent misrepresentations. (Id. at #59–
61). Finally, LVO contends that its negligent misrepresentation claim should proceed
because it is based on duties that are “distinct” from those in the parties’ contract.
(Id. at #62).
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Trigon counters with a powerful rejoinder—namely, that Ohio Revised Code
§ 1302.29 is “subject to” the Code’s provisions on “parol or extrinsic evidence,” (Doc.
22, #71 (quoting Ohio Rev. Code § 1302.29(A))), which Trigon says bars the Court
from considering any alleged statement external to the contract under the contract’s
merger provisions, (see id. at #71–72). Additionally, Trigon says that LVO has failed
to come forth with any evidence of fraud, which, it says, dooms LVO’s fraud and
unjust enrichment claims. (See id. at #74–76). Finally, it reiterates that LVO’s
negligent misrepresentation claim fails as a matter of law because, among other
reasons, LVO has identified no negligent misrepresentation. (Id. at #76).
Before pressing on with analysis, one more thing bears mention given the stage
of these proceedings. Along with its Motion for Summary Judgment, Trigon attaches
an affidavit from Granden Griswold, a “shareholder and agent” of Trigon. (Doc. 17-1,
#30). 	Griswold 	declares 	that 	he 	has 	“personal 	knowledge 	of 	the 	facts 	and
circumstances surrounding” the transaction at issue by virtue of his position at
Trigon. (Id.). Consistent with that, he avers that, at the December 2023 sale of the
printer, “Trigon made no representations or warranties in connection with the sale.”
(Id.). Curiously, LVO has not tendered any responsive affidavit. Indeed, LVO
attaches no evidence to its Response at all. Rather, LVO cites only “the Complaint,
the Contract, the Motion for Summary Judgment, and [Griswold’s] Declaration
accompanying the Motion for Summary Judgment.” (Doc. 22, #69). As a result,
Griswold’s affidavit stands uncontested.
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With the benefit of LVO’s Response (Doc. 21) and Trigon’s Reply (Doc. 22), the
matter is ripe for review.
LEGAL STANDARD
Summary judgment is proper “if the movant shows that there is no genuine
dispute as to any material fact and the movant is entitled to judgment as a matter of
law.” Fed. R. Civ. P. 56(a). The burden is on the moving party to conclusively show
no genuine issue of material fact exists. Celotex Corp. v. Catrett, 477 U.S. 317, 323
(1986); Lansing Dairy, Inc. v. Espy, 39 F.3d 1339, 1347 (6th Cir. 1994). Once the
movant meets its burden, the nonmoving party may not rest on its pleadings, but
rather must come forward with significant probative evidence to support its claim.
Celotex, 477 U.S. at 324; Lansing Dairy, 39 F.3d at 1347. Whether summary judgment
is 	appropriate 	depends 	upon 	“whether 	the 	evidence 	presents 	a 	sufficient
disagreement to require submission to a jury or whether it is so one-sided that one
party must prevail as a matter of law.” Amway Distribs. Benefits Ass’n v. Northfield
Ins. Co., 323 F.3d 386, 390 (6th Cir. 2003) (quoting Anderson v. Liberty Lobby, Inc.,
477 U.S. 242, 251–52 (1986)).
This Court does not have the responsibility to sua sponte search the record for
evidence creating a genuine issue of material fact. Betkerur v. Aultman Hosp. Ass’n,
78 F.3d 1079, 1087 (6th Cir. 1996); Guarino v. Brookfield Twp. Trs., 980 F.2d 399,
404–06 (6th Cir. 1992). That burden instead falls upon the nonmoving party to “set
forth specific facts” or evidence in dispute. Anderson, 477 U.S. at 250 (quotation
omitted). If the nonmoving party fails to make the necessary showing for an element
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upon which it bears the burden of proof, the moving party is entitled to summary
judgment. Celotex, 477 U.S. at 323.
In sum, in light of all the facts as to which Trigon shows a lack of dispute, LVO
must 	in 	turn 	present 	some 	remaining 	“sufficient 	disagreement” 	which 	would
necessitate submitting the matter to a jury. See Moore v. Philip Morris Cos., Inc., 8
F.3d 335, 340 (6th Cir. 1993) (quoting Anderson, 477 U.S. at 251–52). That said, in
making that determination, the Court must view the evidence in the light most
favorable to the nonmoving party—LVO. See Matsushita Elec. Indus. Co., Ltd. v.
Zenith Radio Corp., 475 U.S. 574, 587–88 (1986); Cox v. Ky. Dep’t of Transp., 53 F.3d
146, 150 (6th Cir. 1995) (“In arriving at a resolution, the court must afford all
reasonable inferences, and construe the evidence in the light most favorable to the
nonmoving party.”).
LAW AND ANALYSIS
A. 	Trigon is Entitled to Summary Judgment on LVO’s Breach of Contract
and Breach of Warranty Claims.
1. 	Ohio’s Version of the Uniform Commercial Code (UCC) Controls
the Contract.
First, some preliminaries. The parties agree, and the contract provides, that
Ohio law controls the agreement. (See Doc. 1-1, #14; Doc. 17, #22; Doc. 21, #56). And
so it does. See Masco Corp. v. Wojcik, 795 F. App’x 424, 427 (6th Cir. 2019) (citation
omitted) (“[Courts] regularly rely on the litigants’ agreement about the governing law
(or, more often, on one litigant’s failure to dispute the issue) to avoid deciding what
could be knotty choice-of-law questions.”). More narrowly, because this is a contract
for the sale of goods, Ohio’s version of the UCC, Ohio Revised Code § 1303.01, et seq.,
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applies. See Tubelite Co. v. Original Sign Studio, 891 N.E.2d 820, 824 (Ohio Ct. App.
2008).
2. 	There is No Genuine Dispute that Trigon Did Not Extend to LVO
an 	Express 	Warranty, 	Which 	Forecloses 	LVO’s 	“Breach 	of
Contract” Claim.
A second preliminary point is that, on the record here, there is no genuine
dispute that Trigon did not offer LVO an express warranty orally, despite LVO’s
claims to the contrary. In his affidavit, Griswold expressly asserts that Trigon did not
make any “representations or warranties in connection with the sale of the printer.”
(Doc. 17-1, #30). And, because LVO has failed to support its Response with any
evidence—the company points only to its Complaint (which is not evidence at this
point), 	(see 	Doc. 	21, 	#56 	(citing 	Doc. 	1-1, 	#6))—Griswold’s 	testimony 	stands
uncontested. Accordingly, there is no genuine dispute that the parties’ agreement did
not include an express warranty.
Importantly, this means that essentially all of LVO’s argument as to the
contract, and the warranty claims under it, can be safely set aside, as that argument
is premised in its entirety on the assumption that LVO has created a genuine dispute
of material fact regarding the existence of such a warranty. (Doc. 21, #56–58).
In fairness, though, even if LVO had contested that evidence, it is unlikely that
it would have changed the outcome. That is because, as Trigon also observes, Ohio
Revised Code § 1302.29 is subject to the parol evidence rule. See Ohio Rev. Code
§ 1302.29 (“[S]ubject to the provisions of section 1302.05 of the Revised Code on parol
or extrinsic evidence, negation or limitation is inoperative to the extent that such
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construction is unreasonable.”); id. § 1302.05 (providing that a “final expression” of
the parties’ agreement “may not be contradicted by evidence of any prior agreement
or of a contemporaneous oral agreement but may be explained or supplemented”). In
other words, “express warranties may be added by proof of oral warranties,” but only
“so long as the writing is not itself a complete integration of the agreement.” Price
Bros. Co. v. Philadelphia Gear Corp., 649 F.2d 416, 422 (6th Cir. 1981) (citing
Centennial Ins. Co. v. Vic Tanny Int’l, 346 N.E.2d 330, 336–37 (Ohio 1975) (discussing
the pertinent Ohio UCC provisions and reaching the conclusion that there was a
genuine dispute as to express, oral warranties where the written agreement lacked
both a warranty disclaimer and a merger clause)). Here, the parties’ contract contains
merger 	provisions. 	(See 	Doc. 	1-1, 	#14). 	That 	gives 	rise 	to 	the 	“strongest”
“presumption” that the agreement “constitutes the parties’ complete and final
understanding 	regarding 	its 	subject 	matter,” 	a 	presumption 	that 	here 	goes
unrebutted; indeed Griswold’s testimony confirms it, at least as to any oral express
warranties. Fontbank, Inc. v. CompuServe, Inc., 742 N.E.2d 674, 679–80 (Ohio Ct.
App. 2000). Accordingly, the contract’s express terms control the contract’s reach. And
those terms disclaim any express warranties regarding the “physical properties of the
[printer].” (Doc. 1-1, #13).
In short, LVO fails to create a genuine dispute of material fact as to whether
Trigon orally extended an express warranty to LVO. And even if LVO had created a
dispute on that issue, the argument likely would still fail because the provision on
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which LVO relies for that argument is subject to the parol evidence rule, which here
effects a limitation of the contract to its express, warranty-disclaiming terms. 1
3. 	Trigon 	Has 	Validly 	Disclaimed 	the 	Implied 	Warranties 	of
Fitness and Merchantability.
With the express warranty issue decided, the Court can turn its focus to
Trigon’s main arguments: that it validly disclaimed the implied warranties of fitness
and merchantability, and that it made no actionable representations as to the
printer’s condition in the contract. (See Doc. 17, #22–25). The Court agrees on both
fronts.
“[B]oth the implied warranties of merchantability and of fitness may be
excluded or modified, if the exclusion or modification meets the criteria set forth in”
Ohio Revised Code § 1302.29(B). Chemtrol Adhesives v. Am. Mfrs. Mut. Ins. Co., 537
N.E.2d 624, 638 (Ohio 1989). To disclaim the implied warranty of merchantability,
“the language must mention merchantability and in the case of a writing must be
conspicuous.” Ohio Rev. Code § 1302.29(B). Similarly, the “implied warranty of
fitness” may be excluded by a “conspicuous” “writing.” Id. The contractual language
1 As the Court understands LVO’s Complaint, this result is fatal to LVO’s “breach of contract”
claim. There, LVO explains that it purchased the printer “with the understanding that it
would function as represented in the Agreement.” (Doc. 1-1, #7). But the written contract
makes no representation as to the printer’s physical condition, so this can only be understood
as a reference to representations made outside the written agreement. In other words, what
LVO styles as a “breach of contract” claim is, more narrowly, an express warranty claim
predicated on alleged oral statements (which, of course, sounds in contract). LVO’s briefing
confirms this impression. (See Doc. 21, #56 (“Defendant is not entitled to summary judgment
on the claims of breach of contract and implied warranties because, for the purposes of this
motion, express warranties were provided by the Defendant.”). Thus, the conclusion that
there is no genuine dispute of material fact as to whether Trigon made representations
outside the written agreement dooms the claim. So too does the conclusion that any such
representations are inoperative under the parol evidence rule.
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here easily satisfies these requirements. It provides that “seller hereby disclaims all
conditions and warranties whether express or implied,” and specifically includes
“merchantability” and “fitness for any purpose.” (Doc. 1-1, #13). And “the fact that
the exclusion is in capital letters under the heading [“Disclaimer of Warranties”],
while the bulk of the contract is in regular type, compels [the] conclusion that the
exclusion is conspicuous.” Chemtrol Adhesives, 537 N.E.2d at 639. Thus, LVO’s
implied warranty claims fail.
Separately, to the extent that LVO is seeking to recover based on alleged
“representations” other than express or implied warranties, that claim fails, as well.
Griswold avers that Trigon made no oral representations, and LVO fails to dispute
that. Nor does LVO point to any representations in the Agreement that the printer
failed to meet. Absent at least some evidence of one or the other, it cannot prevail on
a claim that Trigon breached some non-warranty “representation.”
In short, whether couched in terms of warranties (whether express or implied)
or representations, LVO has failed to identify a genuine dispute of material fact as to
whether Trigon breached a contractual obligation.
B. 	Trigon 	is 	Entitled 	to 	Summary 	Judgment 	on 	LVO’s 	Fraud 	and
Negligent Misrepresentation Claims Because There is No Genuine
Dispute as to Whether Trigon Made a False Representation to LVO.
Next up are LVO’s fraud and negligent misrepresentation claims. They, too,
fail. Each requires some kind of false representation on the defendant’s part. See
MedChoice Fin., LLC v. ADS All. Data Sys., 857 F. Supp. 2d 665, 670 (S.D. Ohio 2012)
(citation omitted) (fraud); Delman v. Cleveland Heights, 534 N.E.2d 835, 838 (Ohio
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1989) (negligent misrepresentation). At the risk of undue repetition: (1) the contract
itself contains no such representation, and (2) Griswold’s uncontested affidavit settles
that outside the written contract, “Trigon made no representations or warranties in
connection with the sale of the printer.” (Doc. 17-1, #30). In light of that, no genuine
dispute of material fact remains, and summary judgment is appropriate.
C. 	Trigon is Entitled to Summary Judgment on LVO’s Unjust Enrichment
Claim Because the Parties’ Express Contract Precludes the Claim.
Finally, Trigon is entitled to summary judgment on LVO’s unjust enrichment
claim. As LVO concedes, (see Doc. 21, #58), unjust enrichment, an equitable, quasi-
contractual doctrine, “cannot apply when an express contract exists.” Bickham v.
Standley, 917 N.E.2d 330, 335 (Ohio Ct. App. 2009) (citations omitted). And the
argument that LVO offers to avoid this conclusion—that its fraud claim creates a
genuine dispute as to the contract’s validity, (see Doc. 21, #58)—fails because, as
discussed, the fraud claim does no such thing. Accordingly, summary judgment is
appropriate on this claim as well.
CONCLUSION
Based on the foregoing, the Court GRANTS Trigon’s Motion for Summary
Judgment (Doc. 17). Consistent with that, the Court DIRECTS the Clerk to enter
judgment for Defendant and to TERMINATE this matter on the Court’s docket. 2
2 Trigon’s Motion to Strike Jury Demand (Doc. 16) is DENIED as moot.
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SO ORDERED.
February 13, 2026
DATE 	DOUGLAS R. COLE
UNITED STATES DISTRICT JUDGE
OUGLAS R. COLE
NITED STATES DISTRICT	T J	J	J	J	J	J	J	J	J	J	J	J	J	J	J	J	J	J	J	J	J	J	J	J	J	J	J	J	J	J	J	J	J	J	J	J	J	J	J	J	J	J	J	J	J	J	J	J	J	J	J	J	J	J	J	J	J	J	J	J	J	J	J	J	J	J	J	J	J	J	J	J	J	J	J	J	J	JU
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