Ohio Supreme Court Unanimously Holds That Equity Will Not Save a Contracting Party from Its Own Negligence

Today in Ashland Global Holdings, Inc. v. SuperAsh Remainderman, Ltd., 2025–Ohio-2835, Ohio’s high court unanimously held that a lessee could not invoke equity to avoid the consequences of its own negligence in failing to timely renew a ground lease–even though such failure would result in the property and all of the improvements made by the lessee reverting to the lessor under the terms of the ground lease. The decision resolves a decided split in Ohio courts on the issue.

The high court declined to adopt a bright line rule (either legal or constitutional) that equity can never be used to modify clear and unambiguous contract terms, but such a rule was unnecessary in the case since the lessee’s actions clearly constituted negligence and a negligent party is not entitled to invoke equity to avoid contract terms. A key to its ruling was its distinction between “mistake” and “negligence” set forth at Paras. 20-23, 26, 28. This analysis will likely have an impact on many kinds of cases beyond ground leases.

The case will return to the lower courts to consider some additional issues, but these are expected to be resolved in favor of the lessor as well.

CRUG Partner, Richard Garner was privileged to represent the lessor as lead appellate counsel at all levels of appeal and was satisfied to see the high court unanimously adopt one of the several reasons we put forward as to why the lower courts had erred. It was a well-contested case against formidable adversaries which makes the win all the more satisfying.

A link to the decision is below. https://lnkd.in/gvF-XrpY