S & S Chopper Service, Inc. v. Scripter
| Decision Date | 16 September 1977 |
| Parties | , 13 O.O.3d 326 S & S CHOPPER SERVICE, INC., Appellee, v. SCRIPTER, Appellant. |
| Court | Ohio Court of Appeals |
Syllabus by the Court
A contract executed by a corporate party in Michigan, where its offices are located, and by the other party in Florida, where he was a resident, providing for farm-crop spraying to be performed in Ohio, is one in which Ohio, as the place of performance, has the most significant relationship to the transaction and to the parties, and the law of Ohio governs all matters before the trial court.
The McQuades Co., L. P. A., Swanton, for appellee.
Jan & Jan, Toledo, for appellant.
Plaintiff-appellee S & S Chopper Service, Inc., incorporated in Michigan, is engaged in the business of applying agricultural chemicals by helicopter in several states, including Ohio, Michigan and Indiana. Defendant-appellant, Marvin Scripter, has since 1972 operated a helicopter spray service based principally in Florida. In 1974 and 1975, pursuant to written agreements initiated by S & S, Scripter performed helicopter spraying services for S & S. In 1976, Scripter did not renew his employment agreements with S & S, but instead commenced agricultural spraying in northwestern Ohio under his own sole proprietorship, Sunline Aviation, based in Delta, Ohio. In the 1976 season, Scripter performed agricultural spraying for four former Ohio customers of S & S S & S brought suit in the Fulton County Common Pleas Court to enforce performance of clauses in two agreements signed by Scripter covering the 1975 spraying season, whereby Scripter agreed not to compete in servicing any of S & S's customers for a period of five years from the termination of those agreements. Following a non-jury trial, a judgment was rendered for S & S, enjoining Scripter from performing crop spraying services for any customer or former customer of S & S in the Ohio counties of Fulton, Williams, and Henry until March 1980; ordering Scripter to deliver to S & S any lists of its customers in his possession; and ordering Scripter to pay to S & S $1,305.75, plus costs, representing the monies which Scripter received for performing services for S & S's former customers during 1976. Defendant appealed the Common Pleas judgment assigning six errors.
The pivotal issue of this case was which state law governs the contractual rights of the parties: the law of Michigan, where appellee was incorporated and where appellee drafted and signed the agreements; the law of Florida, where appellant resides and where he signed the agreements and mailed them back to appellee; or the law of Ohio, which appellee chose as its forum, where substantial performance of the spraying services occurred and where appellant's competing business is located. The choice is crucial because pursuant to Michigan law covenants not to compete are void as against public policy (Michigan Compiled Laws Annotated, Section 445.761), whereas pursuant to Florida and Ohio law covenants not to compete are enforceable if reasonable (Florida Statutes Annotated, Section 542.12; Raimonde v. Van Vlerah (1975), 42 Ohio St.2d 21, 325 N.E.2d 544).
The court below ruled that The Ohio courts have followed three choice of law rules to determine which law to apply: the place of making rule, the place of performance rule, and the intention of the parties rule. 9 Ohio Jurisprudence 2d 729, Conflict of Laws, Section 61, Et seq. The lower court's ruling is in accord with those Ohio decisions following the place of performance rule. See, Kanaga v. Taylor (1857), 7 Ohio St. 134; Pittsburg, C., C. & St. Louis Ry. Co. v. Sheppard (1897), 56 Ohio St. 68, 46 N.E. 61; Montana Coal & Coke Co. v. Cincinnati Coal & Coke Co. (1904), 69 Ohio St. 351, 69 N.E. 613.
Appellant alleges that the court below erred by ignoring the full impact of Section 188 of the Restatement and relying on only one sentence of one paragraph in that Section in ruling that Ohio law applied. Restatement of Conflicts of Laws 2d 575, Section 188 (1971) reads in pertinent part:
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