Reed Elsevier, Inc. v. Feder
50 N.E.3d 1067
Ohio Ct. App.2015Background
- LEXIS filed suit in Ohio alleging Feder, a California resident and law office operator, breached a subscription agreement and owed $31,295.53 for online legal services.
- The original Subscription Agreement (Jan. 11, 2012) required arbitration for disputes, with the arbitration location tied to the non‑initiating party’s headquarters.
- A Promotional Bridge Addendum (Feb. 22, 2013) modified the Agreement and contained a forum‑selection clause granting exclusive jurisdiction in federal or state courts in Montgomery County, Ohio for certain claims, including non‑payment.
- Feder moved to quash service for lack of personal jurisdiction, attaching a letter and a $223 check he characterized as "full and final satisfaction" (acct #1581ZX), and asserted an accord and satisfaction had occurred.
- The trial court considered Feder’s documentary submissions without an evidentiary hearing or notice converting the motion to one for summary judgment, found Feder’s accord credible, quashed service, and dismissed LEXIS’s complaint.
- The appellate court reversed, holding the trial court erred by weighing Feder’s evidence against LEXIS without an evidentiary hearing and that LEXIS made a prima facie showing of jurisdiction under the forum‑selection clause (the alleged accord appeared partial and thus did not negate non‑payment claims).
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether Ohio court has personal jurisdiction given parties' contract forum‑selection clause | Forum clause in Addendum covers non‑payment claims; Ohio court has exclusive jurisdiction over LEXIS’s non‑payment claim | Clause applies only to certain matters; accord and satisfaction removes case from non‑payment category | Court held forum clause covered the non‑payment claim; LEXIS made prima facie showing of jurisdiction |
| Whether the asserted accord and satisfaction defeated jurisdiction | LEXIS argued accord alleged by Feder is an affirmative defense that must be pleaded/proved, and documents show only partial payment (one of two billgroups) | Feder contended his letter and negotiated check constituted full accord and satisfaction, negating the contract basis for jurisdiction | Court held trial court improperly credited Feder’s documentary evidence without a hearing; the documents suggest partial, not full, satisfaction, so jurisdiction remains plausibly established |
| Whether the trial court could consider documents and resolve the jurisdictional dispute on motion papers without converting to summary judgment or holding a hearing | LEXIS argued court must treat pleadings in plaintiff’s favor and not weigh disputed facts on the face of motion papers; conversion requires notice | Feder relied on submitted documents and claimed court could consider them to resolve jurisdiction | Court held the trial court erred by weighing Feder’s evidence and crediting it without an evidentiary hearing; on motion papers LEXIS need only make prima facie showing |
Key Cases Cited
- Maryhew v. Yova, 11 Ohio St.3d 154 (establishes personal‑jurisdiction requirement for valid personal judgment)
- U.S. Sprint Communications Co. Partnership v. Mr. K's Foods, Inc., 68 Ohio St.3d 181 (two‑step long‑arm and due process analysis)
- Kennecorp Mtge. Brokers, Inc. v. Country Club Convalescent Hosp., Inc., 66 Ohio St.3d 173 (forum‑selection clauses are enforceable absent fraud/overreaching)
- Burger King Corp. v. Rudzewicz, 471 U.S. 462 (forum‑selection and consent to jurisdiction principles)
- Allen v. R.G. Indus. Supply, 66 Ohio St.3d 229 (standards for proving accord and satisfaction)
- Combs v. Bakker, 886 F.2d 673 (on motion‑papers burden: plaintiff must make prima facie showing; allegations construed in plaintiff’s favor)