Trinova Corp. v. Pilkington Bros., P.L.C., 638 N.E.2d 572 (Ohio 1994). · Go Syfert
Trinova Corp. v. Pilkington Bros., P.L.C., 638 N.E.2d 572 (Ohio 1994). Cases Citing This Book View Copy Cite
G Cite
cited 9× by 8 distinct cases, 1999–2026 · 2 courts · …there must be evidence that the promisee assumed a duty to the third party. at p. 577
208 citation events (171 in the last 25 years) across 17 distinct courts.
Strongest positive: Kevin A. Tolliver v. Ohio Department of Rehabilitation and Corrections, et al. (ohsd, 2026-03-12)
Treatment trajectory · 1994 → 2026 · click a year to view as-of
1994 2010 2026
Under fire: who is questioning this case
Citations from separate opinions of courts that could overrule this case. This is a warning signal, not a treatment change. The flag color above is unaffected.
Concurrence BANK OF NEW YORK MELLON v. RHIEL, Trustee. (2018)
“Only if the terms of the contract are unclear do we resort to parol evidence to determine what the parties intended. *566 Trinova Corp. v. Pilkington Bros., P.L.C. , 70 Ohio St.3d 271 , 638 N.E.2d 572 (1994), syllabus.”
Top citers, strongest first. 42 distinct citers. How cited ↗
discussed Cited as authority (verbatim quote) Kevin A. Tolliver v. Ohio Department of Rehabilitation and Corrections, et al.
S.D. Ohio · 2026 · quote attribution · 1 verbatim quote · confidence high
there must be evidence that the promisee assumed a duty to the third party.
discussed Cited as authority (verbatim quote) Pirl v. Equinor USA Onshore Properties Inc.
S.D. Ohio · 2024 · quote attribution · 1 verbatim quote · confidence high
there must be evidence that the promisee assumed a duty to the third party.
discussed Cited as authority (quoted) Vranches v. PHH Mortgage Corporation
N.D. Ohio · 2025 · quote attribution · 1 verbatim quote · confidence low
where a subsequent contract unambiguously displays the parties' intention to supersede or modify terms in a previous contract, the terms of the subsequent contract will control
examined Cited as authority (quoted) CSX Transp., Inc. v. Columbus Downtown Dev. Corp. (2×)
S.D. Ohio · 2018 · signal: see also · quote attribution · 2 verbatim quotes · confidence low
there must be evidence that the promisee assumed a duty to the third party.
cited Cited as authority (rule) Dedicated Nursing Associates, Inc. v. Buckeye Forest at Akron LLC, et al.
S.D. Ohio · 2026 · confidence medium
“It is generally recognized that a contract is binding only upon the parties to that contract.” TRINOVA Corp. v. Pilkington Bros., P.L.C., 70 Ohio St. 3d 271, 275 (1994).
cited Cited as authority (rule) Emerald Environmental Services, Inc. v. 7G Environmental Compliance Management, LLC
N.D. Ohio · 2024 · confidence medium
Co., 961 F.3d 850, 855 (6th Cir. 2020) (citing TRINOVA v. Pilkington Bros., P.L.C., 638 N.E.2d 572, 577 (Ohio 1994) (further citations omitted)).
cited Cited as authority (rule) Miller Transp., Inc. v. Hocking Athens Perry Community Action
D.C. · 2024 · confidence medium
No. 20AP-257, 2021-Ohio-1941, ¶ 20 , quoting TRINOVA Corp. v. Pilkington Bros., P.L.C., 70 Ohio St.3d 271, 275 (1994); Cleveland Window Glass & Door Co. v. Natl.
cited Cited as authority (rule) Rouse v. Nationwide Mutual Insurance Co.
S.D. Ohio · 2023 · confidence medium
Ohio July 26, 2021) (quoting TRINOVA Corp. v. Pilkington Bros., P.L.C., 638 N.E.2d 572, 575 (Ohio 1994)).
discussed Cited as authority (rule) State ex rel. Yost v. Settlers Walk Home Owners Assn.
Ohio Ct. App. · 2022 · confidence medium
After our review, we are unpersuaded by MCS's argument. {¶31} In general, "only an intended beneficiary may exert rights to a contract of - 10 - Warren CA2021-11-102 which he is not a party." TRINOVA Corp. v. Pilkington Bros., P.L.C., 70 Ohio St.3d 271, 277 (1994).
cited Cited as authority (rule) Electronic Merchant Systems LLC v. Montgomery
N.D. Ohio · 2022 · confidence medium
Ohio 2014) (citing TRINOVA Corp. v. Pilkington Brothers, P.L.C., 70 Ohio St.3d 271 , 638 N.E.2d 572, 576 (1994)).
discussed Cited as authority (rule) CNG Financial Corporation v. Brichler
S.D. Ohio · 2021 · confidence medium
According to the court of appeals in Dottore, “contract integration provides that where the parties' intent is sought to be ascertained from several writings, a prior writing will be rejected in favor of a subsequent one if the latter writing contains the whole of the parties' agreement.” Id. (citing TRINOVA Corp. v. Pilkington Bros., P.L.C., 70 Ohio St.3d 271, 275 , 638 N.E.2d 572, 575 (Ohio 1994)).
discussed Cited as authority (rule) Bush Truck Leasing, Inc. v. All Ways Auto Transport, LLC (2×) also: Cited "see"
S.D. Ohio · 2021 · confidence medium
TRINOVA Corp. v. Pilkington Bros., P.L.C., 638 N.E.2d 572, 575 (Ohio 1994).
discussed Cited as authority (rule) Sutherland v. Gaylor
Ohio Ct. App. · 2021 · confidence medium
Jones v. Suster, 84 Ohio St.3d 70, 77 (1998) ("Although a court may have subject matter jurisdiction over an action, if a claim is asserted by one who is not the real party in interest, then the party lacks standing to prosecute the action."). {¶ 20} With regard to common-law claims for breach of contract, "[i]t is generally recognized that a contract is binding only upon the parties to that contract." TRINOVA Corp. v. Pilkington Bros., P.L.C., 70 Ohio St.3d 271, 275 (1994); Cleveland Window Glass & Door Co. v. Natl.
discussed Cited as authority (rule) Trip Whatley v. The Ohio National Life Insurance Company
11th Cir. · 2021 · confidence medium
Under Ohio law, a third party has standing to sue for breach of contract only if they are an intended—rather than an incidental—beneficiary. 5 TRINOVA Corp. v. Pilkington Bros., P.L.C., 638 N.E.2d 572, 577 (Ohio 1994).
cited Cited as authority (rule) Stephen Cook v. Ohio Nat'l Life Ins.
6th Cir. · 2020 · confidence medium
TRINOVA Corp. v. Pilkington Bros., P.L.C., 638 N.E.2d 572, 577 (Ohio 1994); Sony Elec., Inc. v. Grass Valley Grp., Inc., Nos.
discussed Cited as authority (rule) Santagate v. Pennsylvania Higher Edn. Assistance Agency
Ohio Ct. App. · 2020 · confidence medium
No. 19AP-705 9 {¶ 24} Generally, "only an intended beneficiary may exert rights to a contract of which he is not a party." TRINOVA Corp. v. Pilkington Bros., P.L.C., 70 Ohio St.3d 271, 277 (1994); Grant Thorton v. Windsor House, Inc., 57 Ohio St.3d 158, 161 (1991) ("[o]nly a party to a contract or an intended third-party beneficiary of a contract may bring an action on a contract in Ohio").
discussed Cited as authority (rule) Long v. Mount Carmel Health Sys. (2×)
Ohio Ct. App. · 2017 · confidence medium
Huff v. FirstEnergy Corp. , 130 Ohio St.3d 196 , 2011-Ohio-5083 , 957 N.E.2d 3 , ¶ 11 ; TRINOVA Corp. at 277-78, 638 N.E.2d 572 ; Hill at 40, 521 N.E.2d 780 .
cited Cited as authority (rule) State ex rel. Mun. Constr. Equip. Operators' Labor Council v. State Emp. Relations Bd.
Ohio Ct. App. · 2017 · confidence medium
Bd. of Edn., 78 Ohio St.3d 37, 44 (1997), quoting TRINOVA Corp. v. Pilkington Bros., P.L.C., 70 Ohio St.3d 271, 276 (1994).
cited Cited as authority (rule) Schempp v. GC Acquisition, LCC
N.D. Ohio · 2014 · confidence medium
TRINOVA Corp. v. Pilkington Brothers, P.L.C., 70 Ohio St.3d 271 , 638 N.E.2d 572, 576 (1994).
examined Cited as authority (rule) Mark Dottore v. Huntington National Bank (3×) also: Cited "see"
6th Cir. · 2012 · confidence medium
“Contract integration provides that where the parties’ intent is sought to be ascertained from several writings, a prior writing will be rejected in favor of a subsequent one if the latter writing contains the whole of the parties’ agreement.” TRINOVA Corp. v. Pilkington Bros., P.L.C., 70 Ohio St.3d 271, 275 , 638 N.E.2d 572, 575 (Ohio 1994).
cited Cited as authority (rule) Sagraves v. Lab One, Inc.
6th Cir. · 2008 · confidence medium
TRINOVA Corp. v. Pilkington Bros., P.L.C., 70 Ohio St.3d 271, 277-78 , 638 N.E.2d 572, 577 (Ohio 1994).
discussed Cited as authority (rule) Hutchins v. Cardiac Science, Inc.
D. Mass. · 2006 · confidence medium
Unfortunately for Plaintiff, under the principle of contract integration, “where the parties’ intent is sought to be ascertained from several writings, a prior writing will be rejected in favor of a subsequent one if the latter writing contains the whole of the parties’ agreement.” TRI-NOVA Corp. v. Pilkington Bros., P.L.C., 70 Ohio St.3d 271 , 638 N.E.2d 572, 575 (1994), order clarified by 71 Ohio St.3d 1202 , 640 N.E.2d 1144 (1994); see also Rhodes v. Rhodes Indus., Inc., 71 Ohio App.3d 797 , 595 N.E.2d 441, 446 (1991) (citing the “salutary effects of barring evidence of prior nego…
cited Cited as authority (rule) Portsmouth Redevelopment & Housing Authority v. Ison
Portsmouth Cir. Ct. · 2005 · confidence medium
Posner, supra, note 8 (citing Trinova Corp. v. Pilkington Bros., P.L.C., 70 Ohio St. 3d 271, 275 , 638 N.E.2d 572, 575 (1994)).
cited Cited as authority (rule) Seifer v. PHE, Inc.
S.D. Ohio · 2002 · confidence medium
Norfolk & Western Co., 641 F.2d at 1208 ; TRINOVA Corp. v. Pilkington Bros., 70 Ohio St.3d 271 , 638 N.E.2d 572, 577 (1994).
cited Cited as authority (rule) Bowshier v. Chrysler Financial Corp.
S.D. Ohio · 2001 · confidence medium
Norfolk & Western Co., 641 F.2d at 1208 ; TRINOVA Corp. v. Pilkington Bros., 70 Ohio St.3d 271 , 638 N.E.2d 572, 577 (1994).
discussed Cited as authority (rule) In Re Jackson National Life Insurance Co. Premium Litigation
W.D. Mich. · 2000 · confidence medium
See Airs Int’l, Inc. v. Perfect Scents Distributions, Ltd., 902 F.Supp. 1141, 1145-46 (N.D.Cal.1995) (under California law, express integration clause precludes evidence of prior or contemporaneous oral agreement to contradict terms of subsequent written agreement); TRINOVA Corp. v. Pilkington Bros., P.L.C., 70 Ohio St.3d 271 , 638 N.E.2d 572, 576 (1994) (under Ohio law, integration questions must be determined from the four corners of the document itself); R.
discussed Cited as authority (rule) Mitsubishi Caterpillar Forklift America, Inc. v. Superior Service Associates, Inc.
D. Me. · 1999 · confidence medium
In any event, the 1994 Agreement contains an integration clause 13 and the letter of intent *118 accordingly may not provide the basis for any legal action. 14 TRINOVA Corp. v. Pilkington Bros., P.L.C., 70 Ohio St.3d 271 , 638 N.E.2d 572, 575 (Ohio 1994); Everett v. Rand, 152 Me. 405, 410 , 131 A.2d 205 (1957).
discussed Cited as authority (rule) Cincinnati Bell Inc. v. Anixter Bros. (2×) also: Cited "see"
S.D. Ohio · 1999 · confidence medium
If the subsequent agreement is complete and unambiguous on its face, parol evidence is inadmissible to show a contrary intent of the parties. 70 Ohio St.3d 271, 275 , 638 N.E.2d 572, 575 (1994) (quoting 3 Corbin, Corbin on Contracts § 573 (I960)).
discussed Cited "see" Lyon Revocable Trust v. Berry
Ohio Ct. App. · 2026 · signal: see · confidence high
See Trinova Corp. v. Pilkington Bros., 70 Ohio St.3d 271, 275 (1994) (analyzing that, where a written contract represents the total integration of the parties’ intent, any prior collateral agreements “lose [their] vitality for all purposes” and “cease to exist”).
cited Cited "see" Vision Management Group, LLC v. Constant Aviation, LLC
N.D. Ohio · 2025 · signal: see · confidence high
See TRINOVA Corp. v. Pilkington Bros., P.L.C., 638 N.E.2d 572, 577 (Ohio 1994); Cook v. Ohio National Life Ins.
discussed Cited "see" Fantasia Enterprises, LLC v. Karma Gems LLC
N.D. Ohio · 2025 · signal: see · confidence high
See TRINOVA Corp. v. Pilkington Brothers, P.L.C., 638 N.E.2d 572, 576 (Ohio 1994) (finding that, where a subsequent contract unambiguously displays the parties’ intention to supersede or modify terms in a previous contract, the terms of the subsequent contract will control).
cited Cited "see" Marietta v. Professional Serv. Industries, Inc.
unknown court · 2025 · signal: see · confidence high
See Vail v. String, 2019-Ohio- 984, ¶ 33(8th Dist.), citing Trinova Corp v. Pilkington Bros., 70 Ohio St.3d 271, 276-277 (1994).
discussed Cited "see" Jackson v. Sunnyside Toyota, Inc. (2×)
Ohio Ct. App. · 2008 · signal: see · confidence high
See TRINOVA Corp. v. Pilkington Bros., P.L.C. (1994), 70 Ohio St.3d 271, 277 , 638 N.E.2d 572 (holding that “a subsequent contract does not supersede or modify unambiguous terms in a preceding contract unless the subsequent agreement specifically evidences an intent to do so”).
cited Cited "see" Mark-It Place Foods, Inc. v. New Plan Excel Realty Trust, Inc.
Ohio Ct. App. · 2004 · signal: see · confidence high
See TRINOVA Corp., supra, 10 Ohio St.3d at 275, 638 N.E.2d 572 ; Aultman Hosp.
discussed Cited "see" Cooper Power Systems, Incorporated v. Union Carbide Chemicals & Plastics Company, Incorporated, a New York Corporation, Premium Finishes, Incorporated v. Union Carbide Chemicals & Plastics Company, Incorporated (2×)
7th Cir. · 1997 · signal: see · confidence high
See TRINOVA Corp. v. Pilkington Bros., 70 Ohio St.3d 271 , 638 N.E.2d 572, 576-77 (1994) (quoting Restatement (Second) of Contracts § 302 (1981)); Mercado v. Mitchell, 83 Wis.2d 17 , 264 N.W.2d 532, 538 (1978) (stating that third party "must show that the contract was entered into by the parties directly and primarily for his benefit").
discussed Cited "see" Cooper Power Systems, Inc. v. Union Carbide Chemicals & Plastics Co. (2×)
7th Cir. · 1997 · signal: see · confidence high
See TRINOVA Corp. v. Pilkington Bros., 70 Ohio St.3d 271 , 638 N.E.2d 572, 576-77 (1994) (quoting Restatement (Second) of Contracts § 302 (1981)); Mercado v. Mitchell, 83 Wis.2d 17 , 264 N.W.2d 532, 538 (1978) (stating that third party “must show that the contract was entered into by the parties directly and primarily for his benefit”).
discussed Cited "see" Love v. University of Cincinnati Hospital (2×)
Ohio Ct. Cl. · 1997 · signal: see · confidence high
See TRINOVA Corp. v. Pilkington Bros., P.L.C. (1994), 70 Ohio St.3d 271, 276 , 638 N.E.2d 572, 575-576 ; Shifrin v. Forest City Ent, Inc. (1992), 64 Ohio St.3d 635, 638-639 , 597 N.E.2d 499, 501-502 ; Aultman Hosp.
discussed Cited "see, e.g." Torrance v. Rom (2×)
Ohio Ct. App. · 2020 · signal: see also · confidence low
Co. v. United States, 641 F.2d 1201, 1208 (6th Cir.1980); see also TRINOVA, 70 Ohio St.3d 271, at 277-278 , 638 N.E.2d 572 (Under the intent-to-benefit test, “there must be evidence, on the part of the promisee, that he intended to directly benefit a third party, and not simply that some incidental benefit was conferred on an unrelated party by the promisee’s actions under the contract.
examined Cited "see, e.g." Deutsche Bank National Trust Co. v. Pevarski (3×)
Ohio Ct. App. · 2010 · signal: see also · confidence low
See also TRINOVA Corp. v. Pilkington Bros., P.L.C. (1994), 70 Ohio St.3d 271, 275 , 638 N.E.2d 572 .
cited Cited "see, e.g." In Re Estate of Poling, Unpublished Decision (9-27-2005)
Ohio Ct. App. · 2005 · signal: see also · confidence low
See, also, Trinova Corp. v. Pilkington Brothers, P.L.C. (1994), 70 Ohio St.3d 271 , 276 ; Skivolocki v. East Ohio Gas Co. (1974), 38 Ohio St.2d 244 .
discussed Cited "see, e.g." Lapping v. Hm Health Svcs., Unpublished Decision (12-14-2001)
Ohio Ct. App. · 2001 · signal: see also · confidence low
The Supreme Court of Ohio has applied the "intent to benefit" test to determine whether a third party is an intended or incidental beneficiary: "* * * [I]f the promisee * * * intends that a third party should benefit from the contract, then that third party is an `intended beneficiary' who has enforceable rights under the contract. * * * [T]he mere conferring of some benefit on the supposed beneficiary by the performance of a particular promise in a contract [is] insufficient; rather, the performance of that promise must also satisfy a duty owed by the promisee to the beneficiary." Hill, supra…
discussed Cited "see, e.g." Goodyear Tire & Rubber Co. v. Chiles Power Supply, Inc. (2×)
N.D. Ohio · 1998 · signal: see, e.g. · confidence low
See, e.g., TRINOVA Corp. v. Pilkington Bros., 70 Ohio St.3d 271, 276 , 638 N.E.2d 572 (1994).
Retrieving the full opinion text from the archive…
Trinova Corporation
v.
Pilkington Brothers, P.L.C. Libbey-Owens-Ford Company, Inc.
No. 92-2240.
Ohio Supreme Court.
Sep 14, 1994.
638 N.E.2d 572
Porter, Wright, Morris & Arthur and Richard M. Markus; Cooper, Straub, Walinski & Cramer, Richard S. Walinski and Joseph P. Thacker; Pope & John, Ltd. and Peter C. John, for appellee., Vorys, Sater, Seymour & Pease, Duke W. Thomas and Sandra J. Anderson; Fuller & Henry, Thomas S. Zaremba and Sue A. Sikkema, for appellants.
Douglas, Grady, Moyer, Pfeifer, Resnick, Second, Sweeney, Wright.
Cited by 108 opinions  |  Published
2 passages pin-cited by 2 cases
Pinpoint authority: bottom 67%
Citer courts: S.D. Ohio (2) · N.D. Ohio (1)

Lead Opinion

Moyer, C.J.

The primary issue presented is whether LOF may raise as a defense to an action by TRINOVA a term contained in the SEA to which LOF was not a party.

Pilkington first contends that the SEA and the TAA are “integrated parts of the entire agreement” and, therefore, terms contained in the SEA are available to LOF as defenses. We believe that Pilkington’s argument is fatally flawed because of its fundamental misinterpretation of the principle of contract integration. Contract integration is actually a corollary to the parol evidence rule. Contract integration provides that where the parties’ intent is sought to be ascertained from several writings, a prior writing will be rejected in favor of a subsequent one if the latter writing contains the whole of the parties’ agreement. If the subsequent agreement is complete and unambiguous on its face, parol evidence is inadmissible to show a contrary intent of the parties. 3 Corbin on Contracts (1960) 357, Section 573; Burton v. Durkee (1952), 158 Ohio St. 313, 49 O.O. 174, 109 N.E.2d 265. If there is a total integration of the writings, as Pilkington contends is expressed in Section 15.06 of the SEA, then the SEA would become the total and singular expression of the agreement and the TAA would lose its vitality for all purposes. The TAA would cease to exist and the only expression of intent between the parties would be contained in the SEA. There would no longer be any contract between TRINOVA and LOF.

Pilkington’s position is further undermined by the fact that LOF was not a party to the SEA. It is generally recognized that a contract is binding only upon the parties to that contract. Cleveland Window Glass & Door Co. v. Natl. Surety Co. (1928), 118 Ohio St. 414, 161 N.E. 280. If these contracts are truly integrated, then LOF retains no connection to the transaction. This is not the[*276] meaning Pilkington attaches to the documents at issue and cannot be supported as the intent of the parties.

A more realistic interpretation of Pilkington’s argument is that the SEA is only a partially integrated contract and, to the extent that the TAA and SEA conflict, the SEA indemnification provision applies. However, this interpretation is inconsistent with the all-encompassing, boilerplate language of the SEA merger clause, which provides:

“Section 15.06. Entire Agreement; Amendment. This Agreement, the exhibits and schedules hereto and the related agreements specifically referred to herein embody the entire agreement of the parties hereto with respect to the subject matter hereof and supersede all prior agreements with respect thereto. This Agreement may be amended, and any provision hereof waived, but only in writing signed by the party against whom such amendment or waiver is sought to be enforced.”

The related agreements to which Section 15.06 refers are contained in yet a third document, the Closing Book, to which LOF is not a party. Pilkington contends that the Closing Book refers to the TAA as an “ancillary document” and the SEA as the “basic document.” From this Pilkington reasons that the TAA is somehow subservient to the SEA. This argument still avoids the fact that LOF is not a party. Integration is a rule of substantive law to be decided by the trial judge in the first instance. See 4 Williston on Contracts 3d (1961) 955, Section 633. The question of partial integration must be determined from the four corners of the document itself and not by a prefatory table of documents as Pilkington suggests. See 2 Restatement of the Law 2d, Contracts (1981) 117— 118, Section 210(3). Furthermore, in the case of a partial integration, only consistent additional terms may be added, not inconsistent terms.

The TAA and SEA are integrated contracts independent of each other. However, each involves separate subject matters, with separate purposes and different parties. The doctrine of integration is meant to supply missing meaning in order to effectuate the full intent of the parties. It is not meant to allow distinct contracts to be used to contradict unambiguous language. Quite simply, this is not a case of contract integration as Pilkington maintains, but is rather a case of contract and the intent of the parties thereto.

The overriding concern of any court when construing a contract is to ascertain and effectuate the intention of the parties. Aultman Hosp. Assn. v. Community Mut. Ins. Co. (1989), 46 Ohio St.3d 51, 544 N.E.2d 920; Skivolocki v. E. Ohio Gas Co. (1974), 38 Ohio St.2d 244, 67 O.O.2d 321, 313 N.E.2d 374. Generally, “evidence can not be introduced to show an agreement between the parties materially different from that expressed by clear and unambiguous language of the instrument.” Blosser v. Enderlin (1925), 113 Ohio St. 121, 148 N.E. 393,[*277] paragraph two of the syllabus; Latina v. Woodpath Dev. Co. (1991), 57 Ohio St.3d 212, 567 N.E.2d 262. This is not to suggest that two related documents may not both be read in order to establish the intention of the parties. However, this must be accomplished within the context of establishing intent and not for the purpose of negating clear and unambiguous language.

The agreement upon which suit was brought was the TAA. The parties to that agreement are TRINOVA and LOF. In clear and unambiguous terms, it provides that LOF will assume “all obligations and liabilities of [TRINOVA] * * * whether known or unknown, absolute or contingent * * *.” The liability at issue is a current deduction for future pension contributions. There is ample evidence in the record to support the factual conclusion that the parties knew TRINOVA had calculated its taxes to reflect future pension contributions for a long period of time. Whether this liability is classified as absolute or contingent, it was a known future liability of which all parties must be deemed aware. Therefore, it falls within the liabilities assumed by LOF. Absent ambiguity, there is no necessity for interpretation. Allen v. Std. Oil Co. (1982), 2 Ohio St.3d 122, 2 OBR 671, 443 N.E.2d 497.

To say that the TAA and SEA are not related documents would be denying the obvious. Yet, a subsequent contract does not supersede or modify unambiguous terms in a preceding contract unless the subsequent agreement specifically evidences an intent to do so. For this reason, we find Edward A. Kemmler Mem. Found. v. 691/733 E. Dublin-Granville Rd. Co. (1992), 62 Ohio St.3d 494, 584 N.E.2d 695, and Ctr. Ridge Ganley, Inc. v. Stinn (1987), 31 Ohio St.3d 310, 31 OBR 587, 511 N.E.2d 106, inapplicable. The TAA is complete in its assumption of liabilities and, therefore, there is no need to refer to a second document executed by different parties to supply missing terms.

We are likewise unpersuaded by the argument that LOF was a third-party beneficiary of the contract executed by TRINOVA and Pilkington. In Hill v. Sonitrol of Southwestern Ohio, Inc. (1988), 36 Ohio St.3d 36, 40, 521 N.E.2d 780, 784, we adopted Section 302 of the Restatement of the Law 2d, Contracts (1981) 439-440,' which provides:

“ ‘(1) Unless otherwise agreed between promisor and promisee, a beneficiary of a promise is an intended beneficiary if recognition of a right to performance in the beneficiary is appropriate to effectuate the intention of the parties and either

a i * ^ ❖

“ ‘(b) the circumstances indicate that the promisee intends to give the beneficiary the benefit of the promised performance.’ ”

Under this theory, only an intended beneficiary may exert rights to a contract of which he is not a party. The so-called “intent to benefit” test provides that[*278] there must be evidence, on the part of the promisee, that he intended to directly benefit a third party, and not simply that some incidental benefit was conferred on an unrelated party by the promisee’s actions under the contract. There must be evidence that the promisee assumed a duty to the third party. Norfolk & W. Ry. Co. v. United States (C.A.6, 1980), 641 F.2d 1201. We find no abuse of discretion in the trial court’s determination of intent here.

Finally, we address Pilkington’s argument that TRINOVA breached its duty under Section 5.13 of the SEA to adequately reflect all material transactions in the “[b]ooks and [rjecords of the LOF Glass Business * * Both the domestic tax manager for TRINOVA and TRINOVA’s assistant comptroller testified that the pension deduction assumption was reflected in the intercompany accounts statement supplied to Pilkington. Pilkington’s own mergers and acquisition financial specialist, an officer of Pilkington, testified to how this practice was reflected in the balance sheet. There was also extensive testimony on the voluminous amount of pension material supplied to Pilkington, including IRS form 5500s, which detailed past pension deductions prior to the execution of the SEA. It was a reasonable inference by the trier of fact that Pilkington was well aware of TRINOVA’s past pension practices and that the material supplied to Pilkington more than adequately complied with TRINOVA’s duty under the books and records warranty.

It is consistent with the record before us to conclude that Pilkington was aware of TRINOVA’s pension assumptions concerning future tax liability and that Pilkington made a conscious business decision to cease making contributions to the fund, thereby causing TRINOVA to incur substantial unexpected liability.

For the foregoing reasons, the judgment of the court of appeals is affirmed.

Judgment affirmed.

Douglas, F.E. Sweeney and Pfeifer, JJ., concur. A.W. Sweeney, Wright and Grady, JJ., dissent. Thomas J. Grady, J, of the Second Appellate District, sitting for Resnick, J.

Dissent

A. William Sweeney, J.,

dissenting. Until today, this court has adhered to the long-held principle of contract law that writings executed as part of the same transaction should be read together. See Edward A. Kemmler Mem. Found. v. 691/733 E. Dublin-Granville Rd. Co. (1992), 62 Ohio St.3d 494, 499, 584 N.E.2d 695, 698; Ctr. Ridge Ganley, Inc. v. Stinn (1987), 31 Ohio St.3d 310, 314, 31 OBR 587, 590, 511 N.E.2d 106, 109; Thayer v. Luce (1871), 22 Ohio St. 62, paragraphs one and two of the syllabus; and White v. Brocaw (1863), 14 Ohio St. 339, paragraph three of the syllabus.

[*279] The majority’s distinction embodied in the syllabus — the so-called doctrine of “contract integration” — ignores the fact that the TAA and SEA herein were executed at virtually the same time. The TAA was signed on March 6, 1986, while the SEA was signed on the very next day. To exalt a distinction such as that propounded by the majority opinion, which essentially renders the terms of the SEA unenforceable, defies logic, fairness and common sense.

Given the fact that the transfer between appellants and TRINOVA was voluminous and complex, I believe the majority errs in permitting the lower courts to exclude relevant evidence of the SEA and Closing Book which were executed and compiled in combination with the TAA. The maxim which is at stake in the cause sub judice is one that this court so eloquently noted in another recent case: “Let the jury decide [the evidence]!” McFarland v. Bruno Mach. Corp. (1994), 68 Ohio St.3d 305, 312, 626 N.E.2d 659, 664.

For these reasons, I would reverse the judgment of the court of appeals and remand the cause for a new trial, in order to let the jury consider the terms of the SEA in deciding the rights and liabilities of the instant parties.

Wright and Grady, JJ., concur in the foregoing dissenting opinion.