Samson Sales, Inc. v. Honeywell, Inc., 465 N.E.2d 392 (Ohio 1984). · Go Syfert
Samson Sales, Inc. v. Honeywell, Inc., 465 N.E.2d 392 (Ohio 1984). Cases Citing This Book View Copy Cite
282 citation events (162 in the last 25 years) across 11 distinct courts.
Strongest positive: Carmen v. Health Carousel, LLC (ohsd, 2021-06-17) · Strongest negative: Schrier v. Beltway Alarm Co. (mdctspecapp, 1987-12-03)
Treatment trajectory · 1986 → 2026 · click a year to view as-of
1986 2006 2026
Top citers, strongest first. 32 distinct citers. How cited ↗
discussed Cited "but see" Schrier v. Beltway Alarm Co. (2×)
Md. Ct. Spec. App. · 1987 · signal: but see · confidence high
Alarm Co., 73 A.D.2d 869 , 423 N.Y.S.2d 663 (1980); Reed’s Jewelers, Inc. v. ADT Co., 43 N.C.App. 744 , 260 S.E.2d 107 (1979); Lobianco v. Property Protection, Inc., 292 Pa.Super. 346 , 437 A.2d 417 (1981); Vallance & Co. v. DeAnda, 595 S.W.2d 587 (Tex.Civ.App.1980); but see Samson Sales, Inc. v. Honeywell, Inc., 12 Ohio St.3d 27 , 465 N.E.2d 392 (1984).
examined Cited as authority (verbatim quote) Carmen v. Health Carousel, LLC
S.D. Ohio · 2021 · quote attribution · 1 verbatim quote · confidence high
whether a particular sum specified in a contract is intended as an unenforceable penalty or as an enforceable liquidated damages provision depends upon the operative facts and circumstances surrounding each particular case.
discussed Cited as authority (verbatim quote) Fleming v. Kent State Univ.
Ohio Ct. App. · 2014 · quote attribution · 1 verbatim quote · confidence high
in ohio, clauses in contracts providing for reasonable liquidated damages are recognized as valid and enforceable.
discussed Cited as authority (rule) Salerno v. Family Heritage Life Insurance Company of America
N.D. Ohio · 2024 · confidence medium
The Marketing Agreements said that Family 58 , 851 F. App’x at 584. , 126 F.3d at 828 (“[T]he characteristic feature of a penalty is a lack of proportional relation to the damages which may actually flow from failure to perform under the contract.”). 59 , 851 F. App’x at 584 (citing , 465 N.E.2d 392, 394 (Ohio Heritage could seek injunctive relief even for a “threatened breach” and that it was not prohibited from “pursuing any other remedy available.”60 Family Heritage’s behavior reflects the forfeiture provision’s text’s punitive nature.
cited Cited as authority (rule) Funding Advisors Claims Recovery, LLC v. Advanced Care Hospitalist, PL
S.D. Ohio · 2024 · confidence medium
Prop., L.L.C., No. 10AP–1099, 2011 WL 6916196 , at *6 (Ohio Ct. App. Dec. 27, 2011) (quoting Samson Sales, Inc. v. Honeywell, Inc., 465 N.E.2d 392, 394 (Ohio 1984)).
discussed Cited as authority (rule) Integrated Design Engineering and Analysis Services Inc. v. Giddy Holdings, Inc.
N.D. Ohio · 2021 · confidence medium
Therefore, Plaintiff’s damages are the amount 42 Doc. 59-2. 43 ., 12 Ohio St.3d 27, 19 (Ohio 1984) (quoting , 112 Ohio St. 43 (Ohio 1925)). 44 Because the Court finds that damages are not uncertain or difficult to prove, the Court Defendants would have paid for Production Run 3, including the non-recurring expenses outline the in the Settlement Agreement, less IDEAS’s saved expenses.
examined Cited as authority (rule) Siltstone Servs., L.L.C. v. Guernsey Cty. Community Dev. Corp. (5×) also: Cited "see"
Ohio Ct. App. · 2020 · confidence medium
The Ohio Supreme Court has set forth the following test to judge a stipulated damages provision: Where the parties have agreed on the amount of damages, ascertained by estimation and adjustment, and have expressed this agreement in clear and unambiguous terms, the amount so fixed should be treated as liquidated damages and not as a penalty, if the damages would be (1) uncertain as to amount and difficult of proof, and if (2) the contract as a whole is not so manifestly unconscionable, unreasonable, and disproportionate in amount as to justify the conclusion that it does not express the true in…
cited Cited as authority (rule) Atlas Noble, LLC v. Krizman Enterprises
6th Cir. · 2017 · confidence medium
Samson Sales, Inc. v. Honeywell, Inc., 12 Ohio St.3d 27 , 465 N.E.2d 392, 394 (1984) (quoting Jones v. Stevens, 112 Ohio St. 43 , 146 N.E. 894, 895 (1925)).
discussed Cited as authority (rule) State of Ohio Dept. of Dev. v. Matrix Centennial, L.L.C.
Ohio Ct. App. · 2014 · confidence medium
(Grant Agreement, at 15.) A liquidated damages provision can be enforced "[w]here the parties have agreed on the amount of damages, ascertained by estimation and adjustment, and have expressed this agreement in clear and unambiguous terms, the amount so fixed should be treated as liquidated damages and not as a penalty." Samson Sales, Inc. v. Honeywell, Inc., 12 Ohio St.3d 27, 28 (1984). {¶ 21} Matrix claims that there is a genuine issue of material fact as to the reasonableness of ODOD's decision to claw back the entire distribution of $755,920.22.
cited Cited as authority (rule) Boone Coleman Constr., Inc. v. Village of Piketon
Ohio Ct. App. · 2014 · confidence medium
Samson Sales at 29, 465 N.E.2d 392 . *** In addition, the $250,000 stipulated damages amount is equal to nearly one-third of the ultimate selling price of the property.
discussed Cited as authority (rule) Easton Telecom Services, L.L.C. v. CoreComm Internet Group, Inc.
N.D. Ohio · 2002 · confidence medium
The Ohio Supreme Court notes, “reasonable compensation for actual damages is the legitimate objective of such liquidated damage provisions and where the amount specified is manifestly inequitable and unrealistic, courts will ordinarily regard it as a penalty.” Samson Sales, Inc. v. Honeywell, Inc., 12 Ohio St.3d 27, 28 , 465 N.E.2d 392, 394 (1984).
examined Cited as authority (rule) In Re: Graham Square, Inc. (4×) also: Cited "see"
6th Cir. · 1997 · confidence medium
If the provision was reasonable at the time of formation and it bears a reasonable (not necessarily exact) relation to actual damages, the provision will be enforced." Id. 23 In Ohio, contract clauses "providing for reasonable liquidated damages are recognized ... as valid and enforceable." Samson Sales, Inc. v. Honeywell, Inc., 12 Ohio St.3d 27 , 465 N.E.2d 392, 393 (1984).
discussed Cited as authority (rule) Demczyk v. Mutual Life Insurance (2×)
6th Cir. · 1997 · confidence medium
In Ohio, contract clauses “providing for reasonable liquidated damages are recognized ... as valid and enforceable.” Samson Sales, Inc. v. Honeywell, Inc., 12 Ohio St.3d 27 , 465 N.E.2d 392, 393 (1984).
discussed Cited "see" Harder Invests., L.L.C. v. Perin-Tyler Family Found., L.L.C. (2×)
unknown court · 2025 · signal: see · confidence high
See Samson Sales, Inc. v. Honeywell, Inc., 12 Ohio St.3d 27, 28-29 (1984). {¶ 82} The circumstances here present an example of an unenforceable penalty.
cited Cited "see" Cerny v. Andrews
Ohio Ct. App. · 2025 · signal: see · confidence high
See Samson Sales, 12 Ohio St.3d at 28 , citing Doan v. Rogan, 79 Ohio St. 372 (1909).
discussed Cited "see" Hawken School v. Machado (2×)
Ohio Ct. App. · 2024 · signal: see · confidence high
See Samson Sales, Inc. v. Honeywell, Inc., 12 Ohio St.3d 27, 28 , 465 N.E.2d 392, 394 (1984).
discussed Cited "see" Healthcare Facility Management LLC v. Malabanan
S.D. Ohio · 2024 · signal: see · confidence high
See Lake Ridge Academy v. Carney, 613 N.E.2d 183 , 66 Ohio St.3d 376 (Ohio 1993) and Samson Sales, Inc. v. Honeywell, Inc., 12 Ohio St. 3d 27 , 19 upheld liquidated damages in the amount of a year’s worth of private school tuition after a lawyer-parent withdrew his son shortly before the school year started, but after the specified August 1 cancelation date.
discussed Cited "see" Trumbull Corp. v. Ohio Dept. of Transp.
Ohio Ct. Cl. · 2011 · signal: see · confidence high
See Samson Sales, Inc. v. Honeywell, Inc. (1984), 12 Ohio St.3d 27 ; {¶85} Lake Ridge Academy v. Carney (1993), 66 Ohio St.3d 376 . {¶86} The circumstances surrounding the parties’ agreement convinces the court that the stipulation regarding damages is enforceable.
discussed Cited "see" Solid Gold Jewelers v. ADT SECURITY SYSTEMS, INC. (2×)
N.D. Ohio · 2007 · signal: see · confidence high
See Samson Sales, Inc. v. Honeywell, Inc., 12 Ohio St.3d 27 , 465 N.E.2d 392 (1984) (regarding liquidated damages provisions); Collins v. Click Camera & Video, Inc., 86 Ohio App.3d 826 , 621 N.E.2d 1294 (2d Dist.1993) (limitation of liability).
examined Cited "see" Kensington Partners v. Columbian Mut. Life, Unpublished Decision (3-3-2005) (3×)
Ohio Ct. App. · 2005 · signal: see · confidence high
Bd. of Commrs. (1997), 121 Ohio App.3d 188 . 3 Id. at 192 , citing Brown v. Scioto Bd. of Commrs. (1993), 87 Ohio App.3d 704 . 4 Temple v. Wean United, Inc. (1997), 50 Ohio St.2d 317 , 327 . 5 Dresher v. Burt, 75 Ohio St.3d 280 , 292-293 , 1996-Ohio-107 . 6 Id. at 292. 7 Id. at 293. 8 Civ.R. 56(E); See Dresher. 9 Samson Sales, Inc. v. Honeywell, Inc. (1984), 12 Ohio St.3d 27 . 10 Samson, supra, citing the case of Jones v. Stevens (1925), 112 Ohio St. 43 . 11 Samson, supra; Nationwide Mutual Fire Insurance Co. v. Sonitrol (1996), 109 Ohio App. 3d 474 ; Cad Cam, Inc. v. Underwood (1987), 36 Ohio…
discussed Cited "see" In Re Leatherland Corp. (2×)
Bankr. N.D. Ohio · 2003 · signal: see · confidence high
See Samson Sales, Inc. v. Honeywell, Inc., 12 Ohio St.3d 27, 28-29 , 465 N.E.2d 392, 393-94 (1984).
discussed Cited "see" Safdi v. Safdi, Unpublished Decision (7-16-1999) (2×)
Ohio Ct. App. · 1999 · signal: see · confidence high
See Samson Sales, Inc. v. Honeywell, Inc. (1984), 12 Ohio St.3d 27 , 465 N.E.2d 392 , syllabus.
discussed Cited "see" Boice v. Emshoff, Unpublished Decision (12-3-1998) (2×)
Ohio Ct. App. · 1998 · signal: see · confidence high
See Samson Sales, Inc. v. Honeywell, Inc . (1984), 12 Ohio St.3d 27 , 28 .
discussed Cited "see" Lake Ridge Academy v. Carney (2×)
Ohio · 1993 · signal: see · confidence high
See Samson Sales, Inc. v. Honeywell, Inc. (1984), 12 Ohio St.3d 27, 28 , 12 OBR 23, 24, 465 N.E.2d 392, 394 .
discussed Cited "see" USS Great Lakes Fleet, Inc. v. Spitzer Great Lakes, Ltd. (2×)
Ohio Ct. App. · 1993 · signal: see · confidence high
See Samson Sales, Inc. v. Honeywell, Inc. (1984), 12 Ohio St.3d 27 , 12 OBR 23, 465 N.E.2d 392 , syllabus.
cited Cited "see" Village Station Associates v. Geauga Co.
Ohio Ct. App. · 1992 · signal: see · confidence high
See Samson Sales, Inc. v. Honeywell, Inc. (1984), 12 Ohio St.3d 27 , 12 OBR 23, 465 *452 N.E.2d 392; see, also, Miller .
cited Cited "see, e.g." Infinity Capital LLC v. Francis David Corp.
6th Cir. · 2021 · signal: see, e.g. · confidence medium
See, e.g., Samson Sales, Inc. v. Honeywell, Inc., 465 N.E.2d 392, 394 (Ohio 1984).
cited Cited "see, e.g." Infinity Capital LLC v. Francis David Corp.
6th Cir. · 2021 · signal: see, e.g. · confidence medium
See, e.g., Samson Sales, Inc. v. Honeywell, Inc., 465 N.E.2d 392, 394 (Ohio 1984).
discussed Cited "see, e.g." Harmon v. Haehn (2×)
Ohio Ct. App. · 2011 · signal: see also · confidence low
The Ohio Supreme Court has instructed that the following test should be applied in making that determination: {¶49} "Where the parties have agreed on the amount of damages, ascertained by estimation and adjustment, and have expressed this agreement in clear and unambiguous terms, the amount so fixed should be treated as liquidated damages and not as a penalty, if the damages would be (1) uncertain as to amount and difficult of proof, and if (2) the contract as a whole is not so manifestly unconscionable, unreasonable, and disproportionate in amount as to justify the conclusion that it does no…
discussed Cited "see, e.g." Physicians Anesthesia Serv., Inc. v. Burt, C-060761 (12-21-2007) (2×)
Ohio Ct. App. · 2007 · signal: see also · confidence low
Convention Facilities Auth. , 78 Ohio St.3d 353 , 361 , 1997-Ohio-202 , 678 N.E.2d 519 . 5 See Goering v. Choicecare Healthcare Plans, Inc. (1999), 136 Ohio App.3d 22 , 24 , 735 N.E.2d 936 ; see, also, Miller v. Marrocco (1986), 28 Ohio St.3d 438 , 439 , 504 N.E.2d 67 . 6 Emphasis added. 7 Lake Ridge Academy v. Carney (1993), 66 Ohio St.3d 376 , 382 , 613 N.E.2d 183 . 8 See Samson Sales, Inc. v. Honeywell, Inc. (1984), 12 Ohio St.3d 27 , 465 N.E.2d 392 , syllabus. 9 See Anesthesia Med.
discussed Cited "see, e.g." Spectrum Networks, Inc. v. Plus Realty (2×)
Oh. Ct. Com. Pl., Clermont · 2007 · signal: see, e.g. · confidence low
See, e.g., Samson Sales, Inc. v. Honeywell, Inc. (1984), 12 Ohio St.3d 27 , 12 OBR 23, 465 N.E.2d 392 .
discussed Cited "see, e.g." Mark-It Place Foods, Inc. v. New Plan Excel Realty Trust, Inc. (2×)
Ohio Ct. App. · 2004 · signal: see also · confidence low
The Ohio Supreme Court held that the following test should be applied in making that determination: “Where the parties have agreed on the amount of damages, ascertained by estimation and adjustment, and have expressed this agreement in clear and unambiguous terms, the amount so fixed should be treated as liquidated damages and not as a penalty, if the damages would be (1) uncertain as to amount and difficult of proof, and if (2) the contract as a whole is not so manifestly unconscionable, unreasonable, and disproportionate in amount as to justify the conclusion that it does not express the t…
Retrieving the full opinion text from the archive…
Samson Sales, Inc.
v.
Honeywell, Inc.
No. 83-1593.
Ohio Supreme Court.
Jul 3, 1984.
465 N.E.2d 392
1984 Ohio LEXIS 1154
Mr. Seymour Gross, for appellee., Messrs. Walker & Thomas and Mr. Michael A. Thomas, for appellant.
Brown, Celebrezze, Holmes, Kerns, Locher, Second, Sweeney.
Cited by 99 opinions  |  Published
Kerns, J.

The only issue of any consequence in this appeal is whether the exculpatory clause limiting Honeywell’s liability to $50 is valid and enforceable.

While some jurisdictions have rejected such contract provisions on policy grounds, clauses in contracts providing for reasonable liquidated damages are recognized in Ohio as valid and enforceable. Lange v. Werk (1853), 2 Ohio St. 519; Jones v. Stevens (1925), 112 Ohio St. 43; 30 Ohio Jurisprudence 3d (1981) 136-137, Section 128. However, reasonable compensation for actual damages is the legitimate objective of such liquidated damage provisions and where the amount specified is manifestly inequitable and unrealistic, courts will ordinarily regard it as a penalty. Sheffield-King Milling Co. v. Domestic Science Baking Co. (1917), 95 Ohio St. 180, paragraph one of the syllabus; Miller v. Blockberger (1924), 111 Ohio St. 798; 30 Ohio Jurisprudence 3d (1981) 138, Section 129. Hence, Honeywell’s standard reference “to the sum of Fifty Dollars ($50.00) as liquidated damages and not as a penalty” is by no means conclusive or controlling in this case. Doan v. Rogan (1909), 79 Ohio St. 372; Lange v. Werk, supra; 30 Ohio Jurisprudence 3d (1981) 142, Section 135.

Whether a particular sum specified in a contract is intended as a penalty or as liquidated damages depends upon the operative facts and circumstances[*29] surrounding each particular case, but time has apparently had no undermining influence upon the guiding principles initially set forth in Jones v. Stevens, supra, where the court held at paragraph two of the syllabus:

“Where the parties have agreed on the amount of damages, ascertained by estimation and adjustment, and have expressed this agreement in clear and unambiguous terms, the amount so fixed should be treated as liquidated damages and not as a penalty, if the damages would be (1) uncertain as to amount and difficult of proof, and if (2) the contract as a whole is not so manifestly unconscionable, unreasonable, and disproportionate in amount as to justify the conclusion that it does not express the true intention of the parties, and if (3) the contract is consistent with the conclusion that it was the intention of the parties that damages in the amount stated should follow the breach thereof.”

With reference to the initial test suggested in Jones, the court of appeals expressly noted that “the damages here are patently estimable,” and this finding is attuned to the indisputable fact that the damages in this case would be as readily ascertainable as the damages in a multitude of other conceivable situations involving negligence and/or breach of contract. As to the second guideline recommended by this court, the stated sum of $50 in the contract involved in this case is manifestly disproportionate to either the consideration paid by Samson or the possible damage that reasonably could be foreseen from the failure of Honeywell to notify the police of the burglary. And with particular emphasis upon the third condition proposed in Jones v. Stevens, supra, it is beyond comprehension that the parties intended that damages in the amount of $50 should follow the negligent breach of the contract.

In other words, an examination of the minute type used in the standard contract issued by Morse, as well as a fair construction of the contract provision as a whole, fails 'to evince a conscious intention of the parties to consider, estimate, or adjust the damages that might reasonably flow from the negligent breach of the agreement. See, particularly, American Financial Leasing Co. v. Miller (1974), 41 Ohio App. 2d 69 [70 O.O.2d 64]. Surely, Samson, which apparently had some business experience, did not pay $10,500 for the mere possibility of recouping $50 if Honeywell provided no service at all under the terms of the contract. Characteristically, therefore, and by way of analysis, the nominal amount set forth in the contract between Samson and Honeywell has the nature and appearance of a penalty.

Accordingly, the judgment of the court of appeals is affirmed.

Judgment affirmed.

Celebrezze, C.J., W. Brown, Sweeney, Holmes, C. Brown and J. P. Celebrezze, JJ., concur. Kerns, J., of the Second Appellate District, sitting for Locher, J.