2012 Ohio 2684
Ohio Ct. App.2012Background
- IntraSee is an Ohio corporation with its principal place of business in Westlake and an additional office in the Chicago area.
- Ludwig, a Minnesota resident, entered into an at-will employment contract with IntraSee in August 2006 containing a forum-selection clause and choice-of-law provision (Ohio law, Lorain County).
- Ludwig’s duties required travel to customer locations nationwide; she resigned in July 2010.
- In October 2010, IntraSee sued Ludwig in Lorain County, alleging, among other things, breach of contract; the trial court dismissed for lack of personal jurisdiction, finding the forum-selection clause unenforceable.
- IntraSee appealed, and the court consolidated appeals; the appellate court sustained IntraSee’s first assignment of error, reversed, and remanded for further proceedings.
- Dissenting opinion argues the forum-selection clause was invalid and relief from judgment should be denied.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the forum-selection clause governs personal jurisdiction | IntraSee argues clause is valid and enforceable, establishing jurisdiction in Ohio. | Ludwig contends clause is unenforceable due to unequal bargaining power and other factors. | Forum-selection clause is valid and enforceable; trial court erred in dismissing. |
| Whether the trial court properly denied relief from judgment | IntraSee seeks relief under Civ.R. 60(B)(2) based on new information. | Ludwig contends relief should be denied. | moot in light of reversal on the jurisdiction issue. |
| Whether the supplement to relief from judgment was properly denied | IntraSee sought supplement to Civ.R. 60(B) motion. | Ludwig opposes supplementation. | moot in light of reversal on the jurisdiction issue. |
Key Cases Cited
- Preferred Capital Inc. v. Power Eng. Group, Inc., 112 Ohio St.3d 429 (2007-Ohio-257) (three-part test for forum-selection clause enforceability)
- Kennecorp Mortgage Brokers, Inc. v. Country Club Convalescent Hosp., Inc., 66 Ohio St.3d 173 (1993) (fraud/overreaching and enforceability of forum clauses)
- Bremen v. Zapata Off-Shore Co., 407 U.S. 1 (1972) (universal test for forum-selection clauses)
- Burger King Corp. v. Rudzewicz, 471 U.S. 462 (1985) (waivability of due process through contractually chosen forum)
- Carnival Cruise Lines, Inc. v. Shute, 499 U.S. 585 (1991) (nonnegotiated forum-selection clause may be enforceable)
- Renacci v. Evans, 2009-Ohio-5154 (9th Dist.) (Ohio appellate interpretation of forum-clause enforceability)
- Fallang v. Hickey, 40 Ohio St.3d 106 (1988) (Ohio long-arm/statutory analysis framework)
- El UK Holdings, Inc. v. Cinergy UK, Inc., 2005-Ohio-1271 (9th Dist.) (de novo review of jurisdictional questions)