Goldstein v. Christiansen

• Decision Date: 14 September 1994
• Docket Number: No. 94-396,94-396
• Citation: 70 Ohio St.3d 232,638 N.E.2d 541
• Parties: GOLDSTEIN et al., Appellants, v. CHRISTIANSEN, Judge, et al., Appellees.
• Court: Ohio Supreme Court

Page 232

70 Ohio St.3d 232

638 N.E.2d 541

GOLDSTEIN et al., Appellants, v. CHRISTIANSEN, Judge, et al., Appellees.

No. 94-396.

Supreme Court of Ohio.

Submitted July 27, 1994.

Decided Sept. 14, 1994.

Relators-appellants, Donald J. Goldstein, C.P.A., a Florida resident, and Goldstein, Lewin & Co., a Florida professional corporation in which Goldstein is a director, officer and key employee, were employed at all pertinent times as the accountants for the limited partnerships. The limited partners alleged that appellants transacted business in Ohio by participating in the Ohio activities of the general partners and by regularly sending financial statements to the plaintiffs and other Ohio investors. The limited partners claimed that appellants had been guilty of malpractice in their capacity as accountants for the limited partnerships, general partners, and other affiliated business entities by (1) actively participating in the decisions of the general partners on the use of partnership funds, (2) possessing knowledge of the general partners' misconduct, (3) consciously ignoring and failing to disclose the misconduct to the limited partners, (4) preparing and submitting misleading financial statements to the limited partners that concealed the wrongdoing of the general partners, and (5) misrepresenting to the limited partners that they were not aware of any misconduct by the general partners.

On May 25, 1993, appellants filed a Civ.R. 12(B)(2) motion to dismiss themselves from the common pleas court suit on the basis that the Ohio court lacked personal jurisdiction over them. In an affidavit attached to the dismissal motion, appellant Goldstein stated, inter alia, that (1) neither appellant had ever maintained a place of business in Ohio, (2) appellants had never contracted to supply services or sell goods to Ohio residents, (3) appellants did not possess any license to act as accountants in Ohio, (4) appellants did not solicit business in Ohio, (5) appellants did not own Ohio property, (6) all accounting services provided by appellants to the limited partnerships were performed in Florida, (7) periodically, appellants mailed certain standard financial information to limited partner investors, a number of whom lived in Ohio, without regard to their places of residence, and (8) the provision of accounting services by appellants did not require filing any documents with the state of Ohio or a physical inspection of Ohio property.

After the plaintiff limited partners filed affidavits in opposition to appellants' dismissal motion, appellants filed an additional affidavit that verified the factual statements included in a reply brief in support of their dismissal motion, including that (1) many of the investors to whom appellants sent financial statements lived in Ohio, (2) all of the assets of the two Ohio limited partnerships were in Florida, (3) the financial information provided to Ohio residents were copies of reports prepared for the various limited partnerships as a whole, and (4) appellants never purposefully availed themselves of the protection of the Ohio courts.

In a decision filed November 15, 1993, respondent-appellee, Judge Robert G. Christiansen of the Lucas County Court of Common Pleas, overruled appellants' Civ.R. 12(B)(2) dismissal motion. On November 29, 1993, appellants filed a complaint which sought a writ of prohibition to prevent Judge Christiansen from conducting further proceedings in the common pleas court case. Appellants alleged that Judge Christiansen's decision overruling their motion to dismiss for lack of personal jurisdiction was "wrongly decided" and that they possessed no adequate remedy in the ordinary course of law. On January 7, 1994, the Lucas County Court of Appeals sua sponte dismissed appellants' complaint for a writ of prohibition on the basis that they had an adequate remedy by way of appeal following trial and judgment in the underlying common pleas court case.

This cause is now before the court upon an appeal as of right.

Schnorf & Schnorf Co., L.P.A. and Barry F. Hudgin, Toledo, for appellants.

Anthony G. Pizza, Lucas County Pros. Atty. and Bertrand L. Puligandla, Asst. Pros. Atty., for appellee.

Jones & Scheich, Christopher F. Jones, Richard A. Scheich and Martin B. Morrissey, Toledo, Polese, Hiner & Nolan, Edwin A. Hiner, Patricia E. Nolan and Lynn M. Allen, Phoenix, AZ, for intervening appellees Denton Tussing, et al.

PER CURIAM.

Appellants assert in their first, third, fourth, and fifth propositions of law that the court of appeals erred in denying their request for a writ of prohibition where the common pleas court lacked personal jurisdiction over them. In order to obtain a writ of prohibition, relators must establish (1) that the court or officer against whom the writ is sought is about to exercise judicial or quasi-judicial power, (2) that the exercise of that power is unauthorized by law, and (3) that denying a writ will result in injury for which no other adequate remedy exists in the ordinary course of law. State ex rel. Koren v. Grogan (1994), 68 Ohio St.3d 590, 629 N.E.2d 446. Since the parties agree that the first part of the foregoing test is satisfied here, i.e., Judge Christiansen is about to exercise judicial authority over appellants by allowing the common pleas court case to proceed, at issue are whether Judge Christiansen's actions are unauthorized and an adequate legal remedy exists.

The court of appeals determined that appellants were not entitled to a writ of prohibition because they "have available to them the adequate legal remedy of appeal." Absent a patent and unambiguous lack of jurisdiction, a court having general jurisdiction of the subject matter of a case possesses authority to determine its own jurisdiction, and a party challenging the court's jurisdiction has an adequate remedy at law via appeal from the court's holding that it has jurisdiction. State ex rel. Bradford v. Trumbull Cty. Court (1992), 64 Ohio St.3d 502, 597 N.E.2d 116; State ex rel. Pearson v. Moore (1990), 48 Ohio St.3d 37, 548 N.E.2d 945. Similarly, the court has applied the same standard to issues of personal jurisdiction. State ex rel. Ruessman v. Flanagan (1992), 65 Ohio St.3d 464, 605 N.E.2d 31. Therefore, absent a patent and unambiguous lack of jurisdiction, appeal from a decision overruling a Civ.R. 12(B)(2) motion to dismiss based upon lack of personal jurisdiction will generally provide an adequate legal remedy which precludes extraordinary relief through the issuance of a writ of prohibition. Id.; see, also, State ex rel. Smith v. Avellone (1987), 31 Ohio St.3d 6, 31 OBR 5, 508 N.E.2d 162. Consequently, in determining if the court of appeals' judgment was erroneous, the dispositive issue is whether the court of common pleas patently and unambiguously lacked personal jurisdiction over appellants.

When determining whether a state court has personal jurisdiction over a nonresident defendant, the court is obligated to (1) determine whether the state's "long-arm" statute and the applicable Civil Rule confer personal jurisdiction, and if so, (2) whether granting jurisdiction under the statute and rule would deprive the defendant of the right to due process of law pursuant to the Fourteenth Amendment to the United States Constitution. U.S. Sprint Communications Co., Ltd. Partnership v. Mr. K's Foods, Inc. (1994), 68 Ohio St.3d 181, 183-184, 624 N.E.2d 1048, 1051. Judge Christiansen concluded that the common pleas court had in personam jurisdiction over appellants because they had transacted business in Ohio and the assertion of personal jurisdiction comported with the Due Process Clause.

The complementary provisions of Ohio's "long-arm" statute, R.C. 2307.382(A)(1) and Civ.R. 4.3(A)(1), authorize a court to exercise personal jurisdiction over a nonresident defendant and provides for service of process to effectuate that jurisdiction when the cause of action arises from the nonresident defendant's "[t]ransacting any business in this state[.]" Because the [t]ransacting any business" phrase is so broad, the statute and rule have engendered cases which have been resolved on " 'highly particularized fact situations, thus rendering any generalization unwarranted.' " U.S. Sprint, supra, 68 Ohio St.3d at 185, 624 N.E.2d at 1052, quoting 22 Ohio Jurisprudence 3d (1980) 430, Courts and Judges, Section 280; see, also, Wayne Cty. Bur. of Support v. Wolfe (1991), 71 Ohio App.3d 765, 769, 595 N.E.2d 421, 424 ("test for minimum contacts is not susceptible to mechanical application; rather, the facts of each case must be weighed to determine whether the requisite affiliating circumstances are present").

The term "transact" as utilized in the phrase "[t]ransacting any business" encompasses " 'to carry on business' " and " 'to have dealings,' " and is " 'broader * * * than the word "contract" '." (Emphasis deleted.) Kentucky Oaks Mall Co. v. Mitchell's Formal Wear, Inc. (1990), 53 Ohio St.3d 73, 75, 559 N.E.2d 477, 480. It has been noted that in professional malpractice suits, in the absence of physical contact with the forum state, the defendant professional has almost always been found not to be transacting business under long-arm provisions. 1 Casad, Jurisdiction in Civil Actions (2 Ed.1991) 4-43 to 4-44, Section 4.02[a]. Nevertheless, it has been held that personal jurisdiction does not require physical presence in the forum state. Kentucky Oaks Mall, supra; see, also, Ucker v. Taylor (1991), 72 Ohio App.3d 777, 596 N.E.2d 507.

In the underlying common pleas court case, it appears that Judge Christiansen did not hold an evidentiary hearing on appellants' Civ.R. 12(B)(2) dismissal motion. Accordingly, he was required to view allegations in the pleadings and the documentary evidence in a light most favorable to the plaintiffs, resolving all reasonable competing inferences in their favor. See, generally, 1 Klein, Browne & Murtaugh, Baldwin's Ohio Civil Practice...