Challenger Hardware Co. v. St. Angelo, 101613 OHCP, CV 13 811256

Docket Nº:CV 13 811256
Opinion Judge:John P. O'Donnell, J.
Party Name:CHALLENGER HARDWARE CO., Plaintiff, v. ANTHONY ST. ANGELO, et al., Defendants
Case Date:October 16, 2013
Court:Court of Common Pleas of Ohio
 
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CHALLENGER HARDWARE CO., Plaintiff,

v.

ANTHONY ST. ANGELO, et al., Defendants

No. CV 13 811256

Court of Common Pleas of Ohio, Cuyahoga

October 16, 2013

JOURNAL ENTRY DENYING THE DEFENDANTS' MOTION TO DISMISS OR TRANSFER VENUE

John P. O'Donnell, J.

Plaintiff Challenger Hardware Company sued defendants Anthony St. Angelo, PW Brands, LLC and Derema Group, Inc. on July 25, 2013. Challenger makes custom fabricated metal parts for boats. St. Angelo was Challenger's vice president of sales from 2007 until he left the company in September 2012 and started working for competitor PW Brands. During most of St. Angelo's stint with Challenger, Derema was Challenger's exclusive United States sales representative. The gist of the lawsuit is Challenger's claim that St. Angelo violated a written covenant not to compete and misappropriated Challenger's trade secrets.

Among the 14 numbered paragraphs of the contract is section 12, captioned " Governing Law/Venue, " which reads as follows:

The interpretation and application of this Agreement shall be governed and controlled by the laws and judicial decisions of the State of Ohio. In the event of any dispute between the parties concerning this agreement, each party consents and submits to the jurisdiction of the Court of Common Pleas, Ashtabula County, Ohio, and agrees that venue is proper in that jurisdiction.

St. Angelo and PW Brands have now filed a motion asking that the case be transferred to the Ashtabula County Court of Common Pleas. The defendants argue that section 12 of the contract makes Ashtabula County the only possible venue for this lawsuit. Challenger opposes the motion on the basis that section 12 does not provide that Ashtabula County is the exclusive venue for a lawsuit.

Absent evidence of fraud or overreaching, a forum selection clause contained in a commercial contract is valid and enforceable, unless it can be clearly shown that enforcement of the clause would be unreasonable and unjust. Kennecorp Mortgage Brokers v. Country Club Convalescent Hosp ., 66 Ohio St.3d 173, 1993 Ohio 203, 610 N.E.2d 987 (1993), syllabus. No fraud or overreaching is alleged in this case. Instead, the parties dispute the intent of the venue provision.

In any contract, intent is ascertained from the language used by the parties. Kelly v. Medical Life Ins. Co ., 31 Ohio St.3d 130, 31 Ohio B. 289, 509 N.E.2d 411 (1987)...

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