[Cite as cFIRST, L.L.C. v. Serv. Global, Inc., 2026-Ohio-3468.]
IN THE COURT OF APPEALS
FIRST APPELLATE DISTRICT OF OHIO
HAMILTON COUNTY, OHIO
CFIRST, LLC, : APPEAL NO. C-260021
TRIAL NO. A-2402213
Plaintiff-Appellee, :
vs. :
SERVICE GLOBAL, INC., d.b.a. IRON : JUDGMENT ENTRY SYSTEMS,
:
Defendant-Appellant.
:
This cause was heard upon the appeal, the record, the briefs, and arguments.
For the reasons set forth in the Opinion filed this date, the judgment of the trial court is affirmed.
Further, the court holds that there were reasonable grounds for this appeal, allows no penalty, and orders that costs be taxed under App.R. 24.
The court further orders that (1) a copy of this Judgment with a copy of the Opinion attached constitutes the mandate, and (2) the mandate be sent to the trial court for execution under App.R. 27.
To the clerk:
Enter upon the journal of the court on 9/4/2026.
Pursuant to App.R. 30, the clerk is directed to send all parties, or their counsel if represented, a copy of the court’s judgment and note such action on the docket.
By:_______________________
Administrative Judge
[Cite as cFIRST, L.L.C. v. Serv. Global, Inc., 2026-Ohio-3468.]
IN THE COURT OF APPEALS
FIRST APPELLATE DISTRICT OF OHIO
HAMILTON COUNTY, OHIO
CFIRST, LLC, : APPEAL NO. C-260021
TRIAL NO. A-2402213
Plaintiff-Appellee, :
vs. :
OPINION
SERVICE GLOBAL, INC., d.b.a. IRON :
SYSTEMS,
:
Defendant-Appellant.
:
Civil Appeal From: Hamilton County Court of Common Pleas
Judgment Appealed From Is: Affirmed
Date of Judgment Entry on Appeal: September 4, 2026
Keating Muething & Klekamp PLL, Matthew M. Allen and Corey H. Bushle, for Plaintiff-Appellee,
The Mulvaney Firm, LLC, and Christopher J. Mulvaney, for Defendant-Appellant.
OHIO FIRST DISTRICT COURT OF APPEALS
NESTOR, Judge.
{¶1} Contracts create promises and obligations. Courts enforce those very
promises and obligations when a party to a contract fails to perform.
{¶2} cFIRST, LLC, and Service Global, Inc., d.b.a. Iron Systems (“Iron”),
entered into a contract. cFIRST provided Iron with background checks for prospective
employees for third parties. cFIRST sent Iron invoices for its work, but Iron did not
pay. After cFIRST sued Iron for breach of contract, Iron alleged that cFIRST provided
defective work, so Iron did not need to pay. cFIRST moved for summary judgment on
its breach of contract claim. The trial court granted it because the contract required
Iron to timely dispute invoices. Iron now appeals arguing the trial court failed to
consider the entire contract including a warranty provision that allows Iron 75 more
days to withhold payment. We agree with the trial court that Iron’s failure to dispute
the invoices as required by the contract is fatal to its defense. We affirm the trial
court’s judgment.
I. Factual and Procedural History
{¶3} cFIRST provides employee background checks to Iron. The two
sophisticated commercial entities entered into their first contract in 2018. They
entered into a new contract, the Master Service Agreement (“MSA”), in 2023. The
MSA controls this dispute. It provides a choice of law provision for California. cFIRST
initiated this lawsuit against Iron because, as both parties agree, Iron did not pay for
work cFIRST performed.
{¶4} The MSA requires cFIRST to send an invoice within 45 days of
completing work. The MSA allows Iron to dispute an invoice within 30 days of
receiving the invoice. If Iron disputes the invoice, the parties must resolve the dispute
within 90 days.
3
OHIO FIRST DISTRICT COURT OF APPEALS
{¶5} From June of 2023 to April of 2024, Iron did not pay its invoices. Iron
disputed some invoices, but the parties resolved all disputes except for two April 2024
invoices. cFIRST had been asking about the unpaid invoices during this time, but Iron
still did not pay. In May of 2024, cFIRST sent a demand letter. Iron then informed
cFIRST that it had no intention of paying because cFIRST had provided defective
work. When Iron responded that it would not pay the invoices, cFIRST filed a
complaint with four different causes of action: breach of contract, breach of the
covenant of good faith and fair dealing, unjust enrichment, and promissory estoppel.
{¶6} cFIRST moved for summary judgment on its breach of contract and
breach of good faith and fair dealing claims. In its motion for summary judgment,
cFIRST argued that it did not breach the contract by providing unsatisfactory work,
but it was immaterial if it did. The MSA provides a timeframe for Iron to exercise its
options if there is a defect and for Iron to challenge the invoices cFIRST sent. Iron
never notified cFIRST of a defect and if Iron did contest an invoice, Iron ultimately
approved it.
{¶7} There are three relevant provisions of the controlling contract. The first
is the “Vendor Representations and Warranties” provision in section 1 of the MSA.
Paragraph J states,
All work performed and all materials provided by Vendor
pursuant to this Agreement shall be free from defects in
workmanship, normal wear and tear excepted, for a
period of sixty (60) days from the date of completion with
a grace period of 15 days. Upon discovery of a defect or
nonconformance, IRON shall be entitled . . .
iii. to make an equitable adjustment in the payments to
4
OHIO FIRST DISTRICT COURT OF APPEALS
be made under “Price and Payment” to compensate for
the defect or nonconformance.
The second relevant provision is in section 4, which is titled “Reviews.” It states that
cFIRST “and IRON shall conduct monthly governance meetings on a schedule
mutually agreed to review the potential invoices, [cFIRST’s] performance and to take
any necessary action that arise from . . . [cFIRST’s] failure to meet any of the
performance Service Levels or terms and conditions under this Agreement.” The last
relevant provision is section 5’s “Price and Payment terms.” It states,
In full consideration of the satisfactory performance of
Services under any applicable [Statement of Work
(“SOW”)] executed hereunder, IRON shall make
payments of all undisputed amounts in accordance with
the applicable SOW to Vendor against properly issued
invoices within ninety (90) days or receipt of such
undisputed and correct invoices.
This provision goes on to require cFIRST to submit all invoices to Iron within 45 days
of completing work. The provision also required the parties to resolve disputes within
30 days if Iron disputed an invoice.
{¶8} cFIRST argued that it sent Iron its invoices and Iron disputed some of
the invoices. In accordance with the contract, the two parties resolved the disputes,
and Iron ultimately approved the invoices. After approval, Iron did not pay. cFIRST
argued this put Iron in breach of the contract.
{¶9} Below, Iron did not contradict that it received the invoices, it approved
or disputed the invoices, the parties resolved the disputed invoices, or that it failed to
pay. Iron did argue in its opposition to summary judgment that cFIRST, over the
5
OHIO FIRST DISTRICT COURT OF APPEALS
course of the contract, overcharged Iron for incomplete background checks, excessive
drug tests, excessive and duplicative address verifications, discrepancies in
employment verification, discrepancies in reference checks, and discrepancies
between dates of initiation and dates of completion. Iron did not provide specific
examples or state when it discovered cFIRST’s alleged breach. Iron provided an audit,
but it is unclear when it performed the audit. Iron also argued cFIRST was in breach
because monthly governance meetings did not occur to resolve invoice disputes.
{¶10} Iron provided an employee affidavit, an expert report calculating
financial damages from cFIRST’s alleged breach, and an expert report saying cFIRST
breached the contract by providing defective work product.
{¶11} The trial court agreed with cFIRST on its breach of contract claim and
granted partial summary judgment. Ultimately the court determined, “Because the
undisputed evidence show[ed] that Iron expressly approved or did not dispute within
thirty days the June 19, 2023, July 17, 2023, September 22, 2023, October 16, 2023,
November 20, 2023, December 21, 2023, February 19, 2024, and February 23, 2024,
invoices, [it] cannot challenge them now. The only invoices that can be disputed are
the April 17, 2023 [sic], invoices. For these reasons, Plaintiff [was] entitled to
judgment in its favor on Count One in the amount of $150,463.88.” The trial court
granted summary judgment because Iron had a “responsibility to timely dispute
invoices within the time required by the dispute mechanism agreed to in the Master
Services Agreement,” and Iron did not.
{¶12} The trial court denied summary judgment for the two April 2024
invoices that the parties did not resolve and for the claimed breach of good faith and
fair dealing. After cFIRST dismissed its other claims, including the money it sought
for the April 2024 invoices, the trial court entered a final judgment for cFIRST. Iron
6
OHIO FIRST DISTRICT COURT OF APPEALS
timely appealed bringing one assignment of error.
II. Analysis
{¶13} On appeal, Iron argues the trial court erred in granting summary
judgment because it ignored the warranty provision. Iron argues this provision
extended time to withhold payment.
A. Assignment of Error
{¶14} We review a grant of summary judgment de novo. Al Neyer, LLC v.
Westfield Ins. Co., 2020-Ohio-5417, ¶ 13 (1st Dist.). Under Civ.R. 56(C), summary
judgment is proper where “‘(1) no genuine issue of any material fact remains, (2) the
moving party is entitled to judgment as a matter of law, and (3) it appears from the
evidence that reasonable minds can come to but one conclusion, and construing the
evidence most strongly in favor of the nonmoving party, that conclusion is adverse to
the party against whom the motion for summary judgment is made.’” Id. at ¶ 14,
quoting State ex rel. Duncan v. City of Mentor City Council, 2005-Ohio-2163, ¶ 9.
{¶15} Iron argues the trial court did not read the warranty provision with the
payment provision. Iron argues that Paragraph J states the “Vendor Representations
and Warranties” provides 75 days from the date Iron discovers a defect to exercise its
remedies, which includes withholding payment. Paragraph J states “All work
performed . . . shall be free from defects in workmanship, normal wear and tear
excepted, for a period of sixty (60) days from the date of completion with a grace
period of 15 days. Upon discovery of a defect or nonconformance, IRON shall be
entitled” to exercise its options.
{¶16} Iron asks us to accept a nonsensical interpretation. Paragraph J states
“All work performed . . . shall be free from defects . . . for a period of sixty (60) days . .
. with a grace period of 15 days.” This means that cFIRST provided a 75-day warranty.
7
OHIO FIRST DISTRICT COURT OF APPEALS
Not, as Iron asserts, that Iron has 75 days from the date of discovery to withhold
payment.
{¶17} Further, as cFIRST points out in its appellate brief, this provision is an
express warranty. “Under California law, time limits in express warranties are
effective at limiting the coverage of the warranty to defects that manifest themselves
during the specified time period.” Long v. Hewlett-Packard Co., 316 Fed.Appx. 585,
586 (9th Cir. 2009). Even if cFIRST breached the contract, and even if the 90-day
invoice payment requirement was not present, Iron would still have to overcome the
75-day express warranty period. Neither party submitted the last day cFIRST
performed work, but cFIRST sent the last invoice on February 23, 2024. Even going
75 days from that date, the express warranty had expired. Accordingly, the MSA did
not excuse Iron’s performance.
{¶18} Iron additionally argues that Mexia v. Rinker Boat Co., Inc., 174
Cal.App.4th 1297 (2009), is controlling. Iron suggests Mexia supports that it has 75
days from the date of defect discovery to act. However, Mexia concerned the sale of a
consumer boat and the implied warranty of merchantability under California’s SongBeverly Consumer Warranty Act. Id. at 1301. As far as the boat’s express warranty,
the court specifically noted that “Mexia is not suing Rinker to enforce its express
limited warranty.” Id. at 1307. The court stated that Mexia was suing for breach of
the implied warranty of merchantability, which has a four-year statute of limitations.
Id. “The contractual six-month period to enforce the express warranty [was]
inapplicable.” Id. Mexia does not stand for the proposition Iron suggests it does.
{¶19} Lastly, Iron argued during oral arguments that the issue of whether the
governance meetings occurred is unresolved. Iron argues this is a genuine issue of
material fact, making summary judgment improper. However, Iron did not raise this
8
OHIO FIRST DISTRICT COURT OF APPEALS
argument in its appellate brief. We will not consider this argument. See Porter v.
Hammond N. Condominium Assn., 2025-Ohio-2210, ¶ 70, fn. 10 (1st Dist.) (“[W]e
need not address claims raised for the first time at argument, where such claims could
have been raised in the briefs.”).
{¶20} Accordingly, we overrule appellant’s assignment of error.
III. Conclusion
{¶21} Iron entered into a contract with cFIRST. That contract required Iron
to pay for the work cFIRST performed. Iron, without excuse, did not pay. We affirm
the trial court’s grant of summary judgment.
Judgment affirmed.
BOCK, P.J., and MOORE, J., concur.
9