2020 Ohio 358
Ohio Ct. App.2020Background
- Ed Map, Inc. contracted with Delta Career in 2012 for bookstore services (the "Bookstore Contract"), which contained a forum-selection clause submitting disputes to Ohio (Franklin County) courts.
- Ancora Intermediate Holdings, LLC acquired assets from Delta Career under a January 2018 Purchase Agreement; Ancora Education is a related Texas entity.
- Ed Map sued Delta and the Ancora defendants for breach and related claims, alleging Ancora assumed or benefited from the Bookstore Contract.
- Ancora moved to dismiss for lack of personal jurisdiction, arguing they are Texas entities that did not acquire the Bookstore Contract and lack Ohio contacts.
- The trial court granted dismissal without an evidentiary hearing, finding Ancora did not acquire the Bookstore Contract and lacked minimum contacts.
- The appellate court reversed and remanded, holding the record was unclear and an evidentiary hearing was required to determine whether Ancora acquired the Bookstore Contract (at least as to the Miller‑Motte Technical College campus in Macon, GA) and thus consented to Ohio jurisdiction via the forum clause.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether Ancora consented to Ohio jurisdiction by acquiring the Bookstore Contract (forum‑selection clause applies) | Ancora acquired the Bookstore Contract under the Purchase Agreement, so the forum clause binds Ancora | Ancora did not acquire the Bookstore Contract or any Ohio‑related assets; therefore no consent | Record unclear; plaintiff made a prima facie showing for at least the Macon, GA campus; remand for evidentiary hearing to resolve acquisition and scope of forum clause |
| Whether trial court properly dismissed under Civ.R. 12(B)(2) without an evidentiary hearing | Trial court must construe pleadings and evidence in plaintiff's favor and hold a hearing if prima facie showing exists | Trial court resolved factual disputes and denied jurisdiction without a hearing | Reversed: court erred by deciding disputed factual issues without an evidentiary hearing; hearing required |
| Whether minimum‑contacts/due‑process analysis is required given forum clause | Forum clause waives minimum‑contacts inquiry for disputes covered by the contract | Ancora contends lack of contacts justifies dismissal irrespective of clause applicability | Appellate court did not decide on minimum‑contacts because forum‑clause acquisition is dispositive; minimum‑contacts analysis unnecessary now |
| Whether denial of reconsideration and alleged improper weighing of evidence were erroneous | Trial court misweighed evidence and should have construed in plaintiff's favor on reconsideration | Trial court appropriately concluded Purchase Agreement did not transfer the contract | Moot after reversal and remand; issues to be addressed, if necessary, post‑hearing |
Key Cases Cited
- Goldstein v. Christiansen, 70 Ohio St.3d 232 (1994) (pleadings and documentary evidence must be viewed in plaintiff's favor on jurisdictional motions)
- Kennecorp Mtge. Brokers, Inc. v. Country Club Convalescent Hosp. Inc., 66 Ohio St.3d 173 (1993) (forum‑selection clauses in commercial contracts generally enforceable and amount to consent to jurisdiction)
- Preferred Capital, Inc. v. Power Eng. Group, Inc., 112 Ohio St.3d 429 (2007) (valid forum‑selection clauses obviate minimum‑contacts analysis)
- CompuServe, Inc. v. Trionfo, 91 Ohio App.3d 157 (10th Dist.1993) (trial court should hold evidentiary hearing where pleadings conflict on jurisdictional facts)
- Information Leasing Corp. v. King, 155 Ohio App.3d 201 (2003) (forum‑selection clause waives due‑process requirements of personal jurisdiction)