United Standard Management Corp. v. Mahoning Valley Solar Resources, Inc.

• Decision Date: 18 June 1984
• Docket Number: No. 3344,3344
• Citation: 476 N.E.2d 724,16 Ohio App.3d 476,16 OBR 559
• Parties: , 16 O.B.R. 559 UNITED STANDARD MANAGEMENT CORP., Appellant, v. MAHONING VALLEY SOLAR RESOURCES, INC., Appellee.
• Court: Ohio Court of Appeals

Page 476

16 Ohio App.3d 476

476 N.E.2d 724, 16 O.B.R. 559

UNITED STANDARD MANAGEMENT CORP., Appellant, v. MAHONING VALLEY SOLAR RESOURCES, INC., Appellee.

No. 3344.

Court of Appeals of Ohio, Eleventh District, Trumbull County.

June 18, 1984.

Syllabus by the Court

Forum selection clauses are enforceable under the same restrictions as choice of law clauses.

Thomas G. Carey, Jr., Warren, for appellant.

Alexander J. Savakis, Warren, for appellee.

FORD, Judge.

Plaintiff-appellant, United Standard Management Corp., filed suit in Trumbull County to enforce a default judgment obtained against defendant-appellee, Mahoning Valley Solar Resources, Inc., in the state of Arizona. Appellee, at the trial level, asked the court to deny full faith and credit to the Arizona judgment on the grounds that the Arizona court lacked jurisdiction over the parties. Each side filed motions for summary judgment. The court granted appellee's motion and denied full faith and credit to the Arizona judgment.

The pleadings show the agreement between the parties contained a "forum selection clause" :

"Suit to enforce any provision of this agreement or to obtain any remedy with respect hereto may be brought in Superior Court, Maricopa County, Arizona, and for this purpose each party hereby expressly and irrevocably consents to the jurisdiction of said court."

Appellant appeals from the trial court's decision granting summary judgment in favor of appellee.

Appellant presents two assignments of error:

"1. The trial court erred in granting defendant's motion for summary judgment.

"2. The trial court erred in overruling plaintiff's motion for summary judgment and in failing to grant full faith and credit to the Arizona judgment."

Appellant's assignments of error deal with the motions for summary judgment granted appellee and denied appellant. Both assigned errors address two basic issues:

(1) Were there sufficient minimum contacts in the forum state, Arizona, to warrant the court's exercise of jurisdiction over a non-resident defendant?

(2) Does the forum selection clause in the agreement act as a waiver, by appellee, of any objection to the Arizona court's exercise of jurisdiction?

"It is well-settled that a judgment of a court having jurisdiction of the parties and of the subject matter operates as res judicata and is entitled to full faith and credit in a sister state * * *." Fidelity Union Life Ins. Co. v. Canfield (1982), 7 Ohio App.3d 229, 230, 454 N.E.2d 1353, citing Morris v. Jones (1947), 329 U.S. 545, 550-551, 67 S.Ct. 451, 455-456, 91 L.Ed. 488. However, "[a]judgment rendered in violation of the Due Process Clause is void, subject to collateral attack, and not entitled to full faith and credit elsewhere. * * * " Kleinfeld v. Link (1983), 9 Ohio App.3d 29, 30, 457 N.E.2d 1187, citing Pennoyer v. Neff (1877), 5 Otto 714, 95 U.S. 714, 24 L.Ed. 565. The constitutional standard for obtaining valid jurisdiction over a non-resident defendant is that such a defendant must have certain minimum contacts with the forum state such that the maintenance of the suit does not affect " 'traditional notions of fair play and substantial justice.' " International Shoe Co. v. Washington (1945), 326 U.S. 310, 316, 66 S.Ct. 154, 158, 90 L.Ed. 95.

Numerous cases have enunciated the several factors to be weighed in determining what constitutes minimum contacts:

"(1) established activity by non-resident in the forum state;

"(2) non-resident takes advantage of privileges and benefits of forum state;

"(3) non-resident solicits business through agents or advertising reasonably calculated to reach the forum state;

"(4) it is foreseeable that non-resident will litigate in the forum state; and

"(5) convenience to the litigants and fairness of requiring non-resident to come to the forum state." Kleinfeld, supra, syllabus.

Neither the pleadings nor the opposing affidavits in this case contain sufficient facts to either establish or negate these requirements. Therefore, the case should be remanded in order to determine if sufficient minimum contacts exist.

Appellant also argues that the forum selection clause should be enforced against appellee; thus, summary judgment should be entered for appellant.

While historically the courts have been reluctant to enforce such clauses, the trend is moving toward recognition. The Bremen v. Zapata Off-Shore Co. (1972), 407 U.S. 1, 9-12, 92 S.Ct. 1907, 1912-1914, 32 L.Ed.2d 513. Many jurisdictions have held:

" * * * that a forum selection clause that...