Richardson v. Clinical Computing P.L.C.

• Decision Date: 07 December 2016
• Docket Number: No. C–150594.,C–150594.
• Citation: 2016 Ohio 8065,69 N.E.3d 754
• Parties: Jack N. RICHARDSON, Plaintiff–Appellant, v. CLINICAL COMPUTING P.L.C., and Clinical Computing, Inc., Defendants–Appellants, and Clinical Computing, U.K. Ltd., Defendant.
• Court: Ohio Court of Appeals

69 N.E.3d 754

2016 Ohio 8065

Jack N. RICHARDSON, Plaintiff–Appellant,

v.CLINICAL COMPUTING P.L.C., and Clinical Computing, Inc., Defendants–Appellants,andClinical Computing, U.K. Ltd., Defendant.

No. C–150594.

Court of Appeals of Ohio, First District, Hamilton County.

Dec. 7, 2016.

Christopher Ragonesi, for plaintiff-appellant.

Taft, Stettinius & Hollister, LLP, and Doreen Canton, for defendants-appellees.

OPINION

STAUTBERG, Judge.

{¶ 1} Plaintiff-appellant Jack N. Richardson appeals the judgment of the trial court granting the defendants' motion to dismiss his complaint as to Clinical Computing PLC and Clinical Computing, Inc. Richardson, in his sole assignment of error, argues that the trial court erred in granting the motion to dismiss because the defendants were properly served, and because his complaint stated claims upon which relief may be granted. Richardson does not challenge the trial court's decision to dismiss Clinical Computing, U.K. Ltd., from the action. For the reasons below, we affirm in part, reverse in part, and remand the cause.

Facts

{¶ 2} This action stems from an employment dispute between Richardson and the defendants. Richardson, who was born in 1949, alleges in his complaint that he began working for the defendants in 1995, as a senior vice president of sales. Richardson further alleges that he was promoted to various positions of greater responsibility, eventually becoming group chief executive. Richardson further alleges that the chief executive position was governed in part by a service contract dated January 1, 1998. Richardson was terminated from his position on February 28, 2006, when he was 56 years old.

{¶ 3} On January 22, 2007, Richardson filed a complaint and jury demand against the defendants for age discrimination, breach of Ohio public policy, breach of contract, breach of the covenant of good faith and fair dealing, promissory estoppel, and punitive damages. On the face of the complaint, Richardson listed the defendants and included addresses for Clinical Computing PLC and Clinical Computing, U.K. Ltd., in the United Kingdom, and an address for Clinical Computing, Inc., in Cincinnati. In his praecipe to the clerk, Richardson requested that the clerk "serve Defendants, via certified mail, through their statutory agent, whose name and address are as follows: Michael J. Zavatsky[,] 425 Walnut Street, Suite 1800[,] Cincinnati, OH 45202 [.]" However, on January 24, 2007, the clerk sent the summons and complaint to Clinical Computing PLC and Clinical Computing, U.K. Ltd., via registered mail to their United Kingdom addresses. The clerk did send a summons and complaint to Clinical Computing, Inc., via certified mail to its statutory agent in Cincinnati, Ohio.

{¶ 4} On February 26, 2007, pursuant to Civ.R. 12, the defendants filed a motion to dismiss Richardson's complaint. In the defendants' motion to dismiss, they argued that (1) Richardson did not serve Clinical Computing PLC and Clinical Computing, U.K. Ltd., pursuant to the Hague Convention on the Service Abroad of Judicial and Extrajudicial Documents in Civil and Commercial Matters ("Hague Service Convention"), (2) the court lacked personal jurisdiction over Clinical Computing, U.K. Ltd., (3) Clinical Computing, U.K. Ltd., and Clinical Computing, Inc., were not proper defendants because the companies were not Richardson's employer or a party to his service agreement, and (4) Richardson's breach of public policy, breach of the covenant of good faith and fair dealing, and promissory estoppel claims should be dismissed for failure to state a claim upon which relief could be granted. The defendants attached to their motion to dismiss an affidavit from the chief executive of Clinical Computing PLC and the service agreement, dated January 1, 1998, between Richardson and Clinical Computing PLC.

{¶ 5} On March 28, 2007, Richardson filed a memorandum in opposition to the defendants' motion to dismiss with respect to Clinical Computing PLC and Clinical Computing, Inc. He did not oppose Clinical Computing, U.K. Ltd.'s, dismissal. Richardson argued that Clinical Computing PLC was properly served through its domestic subsidiary, Clinical Computing, Inc. Richardson also argues that Clinical Computing, Inc., was a proper defendant as he was employed by Clinical Computing, Inc., through 2006. Richardson also contended that he stated proper claims for breach of public policy, breach of the covenant of good faith and fair dealing, and promissory estoppel, because the service agreement did not preclude those claims. Richardson attached an affidavit from his attorney that expressed the need for further discovery to support his memorandum in opposition, and also attached his 2006 W–2 from Clinical Computing, Inc., and a direct deposit receipt from Clinical Computing, Inc.

{¶ 6} On April 5, 2007, the defendants filed a reply memorandum in support of their motion to dismiss. Again, the defendants argued that Richardson improperly served Clinical Computing PLC. They further argued that the trial court need only review the service agreement, and should ignore Richardson's attached documents that were outside of the pleadings. The defendants emphasized that the service agreement precluded Richardson's claims for breach of contract, breach of the covenant of good faith and fair dealing, breach of public policy, and promissory estoppel.

{¶ 7} On December 28, 2007, the registered mail receipts for the service of the summons and complaint on Clinical Computing PLC and Clinical Computing, U.K. Ltd., were entered on the record.

{¶ 8} Finally, on September 9, 2015, the trial court ruled in favor of the defendants on their motion to dismiss. The trial court dismissed the complaint against Clinical Computing, U.K. Ltd., as Richardson did not contest the dismissal of that defendant. The trial court found that Richardson had not properly served Clinical Computing PLC pursuant to the Hague Service Convention, and therefore granted the motion to dismiss on that ground. As to Clinical Computing, Inc., the trial court dismissed Richardson's complaint for failure to state a claim upon which relief could be granted.

Assignment of Error

{¶ 9} Richardson timely appealed, and asserts in his sole assignment of error that the trial court erred in granting Clinical Computing PLC and Clinical Computing, Inc.'s, motion to dismiss. The trial court granted the defendants' motion to dismiss on separate grounds, and we therefore address each matter separately.

A. Service of Process Pursuant to the Hague Service Convention

{¶ 10} In his first issue presented for review, Richardson contends that where Clinical Computing PLC received service in a manner not objected to by the United Kingdom under the Hague Service Convention or, alternatively, through its wholly-owned domestic subsidiary Clinical Computing, Inc., service of process is effective upon Clinical Computing PLC. We agree that Clinical Computing PLC was properly served pursuant to the Hague Service Convention.

1. The Hague Service Convention

{¶ 11} Service of process on a party in a foreign country, such as in this case, is governed by Civ.R. 4.5, which provides in part:

If the foreign country is a signatory to the Hague Convention on the Service Abroad of Judicial and Extrajudicial Documents in Civil or Commercial Matters, service shall be pursuant to a method allowed by the Articles of that Convention, including any method allowed by Article 8 or Article 10 to which the foreign country has not objected in accordance with Article 21.

{¶ 12} Formulated in 1964 by the Tenth Session of the Hague Conference of Private International Law, the Hague Convention on the Service Abroad of Judicial and Extrajudicial Documents in Civil or Commercial Matters ("Hague Service Convention") is a multilateral international treaty which entered into force in the United States, and likewise in the United Kingdom, on February 10, 1969. See 20 U.S.T. 361; T.I.A.S. No. 6638. The Hague Service Convention was intended to provide a simpler way to serve process abroad, to assure that defendants sued in foreign jurisdictions would receive actual and timely notice of suit, and to facilitate proof of service abroad. Volkswagenwerk Aktiengesellschaft v. Schlunk, 486 U.S. 694, 698, 108 S.Ct. 2104, 100 L.Ed.2d 722, (1988) (quoting the Preamble to the 1965 Hague Service Convention).

{¶ 13} Defining the scope of the Hague Service Convention, Article 1 requires the Hague Service Convention to apply in all cases, in civil or commercial matters, where there is occasion to transmit a judicial or extrajudicial document for service abroad. Id. at 699, 108 S.Ct. 2104 ; 20 U.S.T. at 362. Article 2 presents the primary innovation of the Hague Service Convention, requiring each country to establish a central authority to receive requests for service of documents from other countries. Schlunk at 699–700, 108 S.Ct. 2104.

{¶ 14} While a central authority is intended to be the main channel for transmitting service abroad, it is neither the mandated nor the exclusive channel under the Hague Service Convention. The Hague Service Convention includes several alternative channels of transmission of judicial documents. Under Article 21 of the Hague Service Convention, each signatory state may ratify the provisions subject to conditions or objections. Bankston v. Toyota Motor Corp., 889 F.2d 172, 173 (8th Cir.1989).

{¶ 15} Whether service of process was perfected upon Clinical Computing PLC in this instance depends on the interpretation of Article 10 of the Hague Service Convention, which states:

Provided the State of destination does not object, the present Convention shall not interfere with—

(a) the freedom to send judicial documents, by postal channels, directly to persons abroad,

(b) the freedom of judicial officers, officials or other competent persons of the State of origin to effect service of judicial documents directly through the judicial officers, officials or other competent persons of

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