Unreported / Non-Citable
Background
Sentinel Real Estate Corp. contracted with Cintas Corp. Number 2 to provide fire-alarm, sprinkler, extinguisher, and related services at an apartment complex in Irving, Texas. The written agreement expired after one year but provided that any later work requested or performed without a new agreement would remain subject to its terms and conditions.
After expiration, Sentinel asked Cintas to repair a leaking sprinkler pipe. When the pipe later leaked again, Sentinel hired another company and sued Cintas for breach of contract, negligence, and violations of the Texas Deceptive Trade Practices Act. Sentinel contended that the repair was governed by a new oral contract rather than the expired written agreement.
The Court’s Holding
The court granted Cintas’s summary-judgment motion in part and denied it in part. Applying the written agreement’s Ohio choice-of-law provision, the court held that the original contract’s terms governed the post-expiration repair. Sentinel assented through the agreement’s renewal language, the repair work order, and the parties’ course of dealing. The court also rejected Sentinel’s arguments that the limitation-of-liability clause was ambiguous, inconspicuous, or unconscionable.
The breach-of-contract and negligence claims survived, but both are subject to the agreement’s $1,000 liability cap. Ohio common law recognizes an independent duty requiring builders and contractors to perform work in a workmanlike manner, permitting the negligence claim to proceed. The court dismissed the DTPA claim with prejudice because Sentinel, a business with assets exceeding $25 million, fell outside the statute’s protected class and did not contest Cintas’s standing argument.
Key Takeaways
- A contract provision extending its terms to later work can govern services performed after the contract’s stated expiration.
- A conspicuous limitation-of-liability clause repeatedly presented to and accepted by sophisticated commercial parties may be enforced under Ohio law.
- Sentinel’s contract and negligence claims survived, but potential liability on both claims is capped at $1,000.
- A business consumer with assets of at least $25 million cannot pursue a Texas DTPA claim.
Why It Matters
The ruling illustrates how renewal language, signed work orders, and an established course of dealing can preserve contractual protections after an agreement formally expires. Businesses requesting post-expiration services may remain bound by the original agreement even when they characterize the later transaction as a separate oral contract.
Although Sentinel may continue litigating liability, the enforceable $1,000 cap sharply limits its potential recovery. The decision also reinforces the DTPA’s statutory exclusion of large business consumers.