LexisNexis v. Moreau-Davila

• Citation: 2017 Ohio 6998,95 N.E.3d 674
• Decision Date: 28 July 2017
• Docket Number: No. 27319,27319
• Parties: LEXISNEXIS, A DIVISION OF RELX, INC., Plaintiff–Appellee v. Rachel MOREAU–DAVILA, dba Moreau–Davila & Guenther, Defendant–Appellant
• Court: United States Court of Appeals (Ohio)

95 N.E.3d 674

2017 Ohio 6998

LEXISNEXIS, A DIVISION OF RELX, INC., Plaintiff–Appellee

v.Rachel MOREAU–DAVILA, dba Moreau–Davila & Guenther, Defendant–Appellant

No. 27319

Court of Appeals of Ohio, Second District, Montgomery County.

Rendered on the day of July 28, 2017

ANDREW C. STORAR, Atty. Reg. No. 0018802, MICHAEL W. SANDNER, Atty. Reg. No. 0064107, MICHELLE T. SUNDGAARD, Atty. Reg. No. 0096006, 2700 Kettering Tower, Dayton, Ohio 45423, Attorneys for Plaintiff–Appellee

RACHEL MOREAU–DAVILA, 5710 West Interstate 10, San Antonio, Texas 78201, Defendant–Appellant–Pro Se

OPINION

WELBAUM, J.

{¶ 1} Defendant-appellant, Rachel Moreau–Davila, dba Moreau–Davila & Guenther ("Moreau–Davila"), appeals from the decision of the Montgomery County Court of Common Pleas overruling her motion to dismiss the complaint of plaintiff-appellee, LexisNexis, a Division of RELX, Inc. ("LexisNexis"), for lack of personal jurisdiction. Moreau–Davila also appeals from the trial court's decision granting summary judgment in favor of LexisNexis. For the reasons outlined below, the judgment of the trial court will be affirmed.

Facts and Course of Proceedings

{¶ 2} On April 27, 2016, LexisNexis, a corporation with a principal place of business in Montgomery County, Ohio, filed a breach of contract action against Rachel Moreau–Davila, an attorney from San Antonio, Texas, who at all relevant times operated as a law office named Moreau–Davila & Guenther. The contract at issue is a Subscription Agreement entered into by the parties on January 29, 2015, whereby Moreau–Davila agreed to pay LexisNexis for its online research services.

{¶ 3} In its complaint, LexisNexis alleged that although it substantially performed its obligations under the Subscription Agreement, Moreau–Davila breached her obligations by failing to make payments as provided in the agreement. As a result of the breach, LexisNexis alleged that Moreau–Davila owed $10,571.28 in unpaid monthly installment payments plus interest and resulting attorney fees.

{¶ 4} Moreau–Davila initially responded to the complaint by filing a Civ.R. 12(B)(2) motion to dismiss on grounds that the trial court lacked personal jurisdiction over her. The trial court, however, overruled the motion, finding it could exercise personal jurisdiction under Ohio's long-arm statute since the breach of contract claim arose out of a business transaction that took place in Ohio. The trial court also found that Moreau–Davila purposefully established minimum contacts in Ohio by entering into a contract with an Ohio business. The trial court further found that it was permitted to exercise personal jurisdiction pursuant to a forum selection clause in the Subscription Agreement, which provided the following:

Claims and controversies involving the following will not be subject to arbitration and the parties agree to exclusive jurisdiction in federal or state courts located in Montgomery County, Ohio: * * * (c) non-payment.

{¶ 5} After the trial court overruled Moreau–Davila's motion to dismiss, on July 22, 2016, LexisNexis filed a motion for summary judgment that included various evidentiary materials and affidavits supporting its breach of contract claim and its request for damages. Following the submission of LexisNexis's motion, the trial court issued a briefing order that advised Moreau–Davila her opposing memorandum was due on August 22, 2016.

{¶ 6} Prior to that deadline, on August 19, 2016, Moreau–Davila filed a motion for an extension of time to respond to LexisNexis' motion for summary judgment on grounds that she had been preparing for three criminal jury trials. The trial court granted Moreau–Davila's request, and extended the filing deadline to September 12, 2016.

{¶ 7} Approximately one week after that deadline had passed, on September 21, 2016, Moreau–Davila filed multiple notices advising the court that she had issued discovery requests, interrogatories, and requests for admissions to LexisNexis. The following day, Moreau–Davila filed her memorandum opposing LexisNexis' motion for summary judgment. Moreau–Davila's memorandum included no supporting evidentiary materials and generally alleged that summary judgment was improper because a genuine issue of material fact existed as to her alleged indebtedness. Specifically, Moreau–Davila claimed that she was not responsible for the alleged debt because a representative of LexisNexis had advised her that she could cancel the Subscription Agreement upon the dissolution of her law firm.

{¶ 8} After considering the submitted evidence, the trial court granted summary judgment in favor of LexisNexis and ordered Moreau–Davila to pay LexisNexis $10,571.28 in unpaid installment payments, plus 15% interest, and $2,227 in attorney fees. Moreau–Davila now appeals from that decision and from the trial court's decision denying her motion to dismiss for lack of personal jurisdiction, raising two assignments of error for review.

First Assignment of Error

{¶ 9} Moreau–Davila's First Assignment of Error is as follows:

THE COURT BELOW ERRED IN OVERRULING DEFENDANT–APPELLANT'S MOTION FOR LACK OF PERSONAL JURISDICTION.

{¶ 10} Under her First Assignment of Error, Moreau–Davila contends that the trial court erred in overruling her Civ.R. 12(B)(2) motion to dismiss LexisNexis's breach of contract action for want of personal jurisdiction. In support of her argument, Moreau–Davila claims that the trial court lacked personal jurisdiction under Ohio's long-arm statute because she did not transact business in Ohio as contemplated by the statute. Moreau–Davila also claims that she did not have sufficient minimum contacts with Ohio for the trial court to exercise personal jurisdiction within the bounds of due process.

{¶ 11} As a preliminary matter, we note that "[p]ersonal jurisdiction is a question of law that we review de novo." (Citation omitted.) Enquip Technologies Group, Inc. v. Tycon Technoglass, S.r.l. , 2d Dist. Greene No. 2010-CA-23, 2010-Ohio-6100, 2010 WL 5123395, ¶ 10. "De novo review requires an ‘independent review of the trial court's decision without any deference to the trial court's determination.’ " Jackson v. Internatl. Fiber , 169 Ohio App.3d 395, 2006-Ohio-5799, 863 N.E.2d 189, ¶ 17 (2d Dist.), quoting State ex rel. AFSCME v. Taft , 156 Ohio App.3d 37, 2004-Ohio-493, 804 N.E.2d 88, ¶ 27 (3d Dist.).

{¶ 12} " ‘It is rudimentary that in order for a court to enter a valid, personal judgment, the court must have personal jurisdiction over the defendant.’ " Reed Elsevier, Inc. v. Feder , 2015-Ohio-5013, 50 N.E.3d 1067, ¶ 8 (2d Dist.), quoting Maryhew v. Yova , 11 Ohio St.3d 154, 156, 464 N.E.2d 538 (1984). " ‘Determining whether an Ohio trial court has personal jurisdiction over a nonresident defendant involves a two-step analysis: (1) whether the long-arm statute and the applicable rule of civil procedure confer jurisdiction and, if so, (2) whether the exercise of jurisdiction would deprive the nonresident defendant of the right to due process of law under the Fourteenth Amendment to the United States Constitution.’ " Enquip Technologies Group at ¶ 10, quoting Kauffman Racing Equip., L.L.C. v. Roberts , 126 Ohio St.3d 81, 2010-Ohio-2551, 930 N.E.2d 784, ¶ 28.

{¶ 13} Under Ohio's long-arm statute, R.C. 2307.382(A), an Ohio court is permitted to exercise personal jurisdiction over a nonresident defendant for causes of action "arising from" certain enumerated circumstances, including the defendant "[t]ransacting any business in this state[.]" R.C. 2307.382(A)(1). The applicable rule of civil procedure, Civ.R. 4.3(A)(1), mirrors the long-arm statute, as it allows for service of process upon such a nonresident defendant. Kauffman Racing Equip. at ¶ 35–36 ; Civ.R. 4.3(A)(1).

{¶ 14} "[T]he exercise of personal jurisdiction over a nonresident defendant comports with due process if the foreign defendant has ‘minimum contacts' with the forum state such that to require the defendant to defend its interests in the forum state ‘does not offend traditional notions of fair play and substantial justice.’ " EnQuip Technologies Group, Inc. v. Tycon Technoglass, S.R.L. , 2d Dist. Greene Nos. 2009 CA 42, 2009 CA 47, 2010-Ohio-28, 2010 WL 53151, ¶ 73, quoting International Shoe Co. v. Washington , 326 U.S. 310, 316, 66 S.Ct. 154, 90 L.Ed. 95 (1945). (Other citations omitted.)

{¶ 15} Nevertheless, " ‘the requirement that a court have personal jurisdiction over a party is a waivable right and there are a variety of legal arrangements whereby litigants may consent to the personal jurisdiction of a particular court system.’ " Reed Elsevier, 2015-Ohio-5013, 50 N.E.3d 1067 at ¶ 10, quoting Kennecorp Mtge. Brokers, Inc. v. Country Club Convalescent Hosp., Inc., 66 Ohio St.3d 173, 175, 610 N.E.2d 987 (1993), citing Burger King Corp. v. Rudzewicz , 471 U.S. 462, 472, 105 S.Ct. 2174, 85 L.Ed.2d 528 (1985).

{¶ 16} One way litigants may consent to personal jurisdiction of a particular court system is through a valid forum selection clause. Burger King at fn. 14 ; Preferred Capital, Inc. v. Power Eng. Group, Inc. , 112 Ohio St.3d 429, 2007-Ohio-257, 860 N.E.2d 741, ¶ 6. More specifically, "[a]n exclusive forum-selection clause means that the identified court is the only court with jurisdiction—the parties must commence any action in the identified court." (Emphasis sic.) EnQuip Technologies Group v. Tycon Technoglass, 2012-Ohio-6181, 986 N.E.2d 469, ¶ 14 (2d Dist.) ; Accord Dayton Outpatient Ctr., Inc. v. OMRI of Pensacola, Inc. , 2014-Ohio-4105, 19 N.E.3d 608, ¶ 14 (2d Dist.).

{¶ 17} The Supreme Court of Ohio has employed the following three-part inquiry for determining the validity of a forum-selection clause: "(1) Are both parties to the contract commercial entities? (2) Is there evidence of fraud or overreaching? (3) Would enforcement of the clause be unreasonable and unjust?"

Preferred Capital at ¶ 7, citing Kennecorp at syllabus. Therefore, " ‘[a]bsent evidence of fraud or overreaching, a forum selection clause...