United Gulf Marine, L.L.C. v. Continental Refining Co., L.L.C.
2017 Ohio 9083
| Ohio Ct. App. | 2017Background
- UGM and CRC dispute venue and jurisdiction over two agreements: Transmix and Naphtha.
- CRC admitted Allen County venue for Counts I–IV (Transmix) but denied it for Counts V–VI (Naphtha).
- CRC argued the Naphtha Agreement creates exclusive Denver forum, depriving Allen County court of jurisdiction.
- UGM sought summary judgment on Counts I and V and CRC’s counterclaims, contending breaches of both agreements.
- Court recognized multiple amended pleadings: CRC answered and counterclaimed; UGM moved for second amended complaint; CRC answered those as well.
- Trial court granted summary judgment in UGM’s favor on the Naphtha-related claims, and CRC appealed on forum-selection/venue waiver grounds.]
- CRC argued on appeal that it did not waive lack of jurisdiction by answering/counterclaim unrelated to Naphtha; court disagreed.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether CRC waived lack of jurisdiction defense under the Naphtha Agreement. | CRC—CRC did not waive jurisdiction defense. | UGM—waiver occurred because CRC did not apply to transfer venue per Civ.R. 12(D). | Waiver; CRC failed to timely apply for transfer. |
| Whether forum-selection clause requires transfer or dismissal of Naphtha claims. | CRC—venue must be in Denver per Naphtha clause. | UGM—venue waiver resolved via Civ.R. 12 transfer rules; no automatic dismissal. | Venue defense waived; not dismissal; transfer not sua sponte required. |
| Whether improper venue was properly handled prior to summary judgment on Naphtha claims. | CRC—improper venue defense should negate Naphtha claims. | UGM—venue issues must be decided via Civ.R. 12 procedures; forum clause enforceable but not voiding merits. | Court did not err in summary judgment given waiver and venue rules. |
| Whether the trial court properly granted summary judgment on the Naphtha claims. | CRC—summary judgment should be denied or clause enforced. | UGM—no genuine issues of material fact; Naphtha breach established. | Summary judgment for UGM affirmed on Naphtha claims. |
| Whether the appeal challenging the Naphtha claims affects the Transmix claims. | CRC—separate issues; Transmix unaffected. | UGM—only Naphtha merits appeal on waiver forum issue. | Only Naphtha-related issue affirmed; no reversal for Transmix. |
Key Cases Cited
- In re W.W., 190 Ohio App.3d 653 (Ohio App. 2010) (venue vs. jurisdiction distinction; venue not jurisdictional)
- Chrysler Fin. Servs. v. Henderson, 2011-Ohio-6813 (4th Dist. Athens No. 11CA4, 2011) (Civ.R. 12 defenses require transfer; not sua sponte)
- State ex rel. Ohio State Racing Comm. v. Welton, 37 Ohio St.3d 246 (1988) (proper remedy for improper venue is transfer, not dismissal)
- Romanchik v. Lucak, 44 Ohio App.3d 215 (8th Dist. 1988) (improper venue defenses require proper procedural steps)
- Cheap Escape Co., Inc. v. Cinergy UK, Inc., 2005-Ohio-1271 (9th Dist.) (venue clauses generally enforceable; transfer preferred over dismissal)