LexisNexis v. Moreau-Davila
95 N.E.3d 674
Ohio Ct. App.2017Background
- LexisNexis (Montgomery County, OH) sued Texas attorney Rachel Moreau-Davila d/b/a Moreau-Davila & Guenther for breach of a January 29, 2015 online Subscription Agreement after missed payments.
- LexisNexis sought $10,571.28 (missed and accelerated installments), 15% interest, and $2,227 in attorney fees.
- Moreau-Davila moved to dismiss for lack of personal jurisdiction; the trial court denied the motion and found jurisdiction under the contract’s forum-selection clause (exclusive jurisdiction in Montgomery County, Ohio for non-payment).
- LexisNexis moved for summary judgment with the subscription, price schedule, account statements, and affidavits; Moreau-Davila filed a late, unsupported opposition asserting she had cancelled the subscription upon dissolving her firm but submitted no evidentiary support.
- The trial court granted summary judgment for LexisNexis; the appellate court affirmed, holding the forum-selection clause valid, LexisNexis proved breach and damages, the acceleration clause applied, discovery delay did not preclude summary judgment (no Civ.R. 56(F) request), and the d/b/a firm need not be separately joined.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Personal jurisdiction | LexisNexis: contract & forum-selection clause establish jurisdiction in Montgomery County | Moreau-Davila: court lacks personal jurisdiction; she did not transact business in Ohio or have minimum contacts | Held: Forum-selection clause waived jurisdictional challenge; court has jurisdiction |
| Enforceability of forum-selection clause | Clause is a valid commercial agreement between businesses | Moreau-Davila challenged jurisdiction but did not contest clause fairness, fraud, or overreaching | Held: Clause valid and enforceable (no fraud/overreaching; parties were commercial) |
| Breach, indebtedness, and acceleration clause | LexisNexis: subscription, account statements, and affidavit show missed payments and valid acceleration of remaining installments | Moreau-Davila: disputes indebtedness; alleges she cancelled subscription upon firm dissolution (no evidence) | Held: LexisNexis established all elements of breach; acceleration clause applies; no genuine issue of material fact |
| Pending discovery / need for continuance & joinder of d/b/a entity | LexisNexis: summary judgment proper; no Rule 56(F) continuance requested | Moreau-Davila: discovery pending; firm (subscriber) should be joined as party | Held: Summary judgment not barred by pending discovery (no Civ.R.56(F) affidavit); d/b/a creates no separate legal entity, so joinder unnecessary |
Key Cases Cited
- International Shoe Co. v. Washington, 326 U.S. 310 (minimum contacts/due process standard)
- Burger King Corp. v. Rudzewicz, 471 U.S. 462 (forum-selection and consent to jurisdiction principles)
- Kennecorp Mortgage Brokers, Inc. v. Country Club Convalescent Hosp., Inc., 66 Ohio St.3d 173 (forum-selection clauses and waiver of jurisdictional objections)
- Preferred Capital, Inc. v. Power Eng. Group, Inc., 112 Ohio St.3d 429 (three-part test for forum-selection clause validity)
- Dresher v. Burt, 75 Ohio St.3d 280 (summary judgment burdens and required evidentiary showing)
- U.S. Bank National Association v. Gullotta, 120 Ohio St.3d 399 (enforceability of acceleration clauses)
- Maryhew v. Yova, 11 Ohio St.3d 154 (personal jurisdiction necessity for valid judgment)