National City Commercial Capital Corp. v. Cotton, Ca2005-08-247 (3-16-2009)
National City Commercial Capital Corp. v. Cotton, Ca2005-08-247 (3-16-2009)
Opinion of the Court
{¶ 2} Originally consolidated under Case No. CA2005-08-223, these three cases *Page 2 arose from a similar set of factual circumstances. Defendants-appellees, Weston Cotton Attorney at Law, Weston Cotton, and two other appellees, 1 are out-of-state entities and guarantors, if applicable, that entered into lease agreements for telecommunication equipment with NorVergence, Inc. NorVergence assigned its interest in the payments on the leases to Information Leasing Corporation, now National City, and eventually was forced into bankruptcy.
{¶ 3} National City filed lawsuits against appellees in Butler County, seeking payments owed under the leases assigned to it. National City averred in its complaints that the trial court had personal jurisdiction over appellees through a forum-selection clause in the lease agreement.
{¶ 4} Appellees filed motions to dismiss the complaints, alleging the trial court lacked personal jurisdiction over appellees. Without holding a hearing, the trial court granted appellees' motions. National City instituted this appeal, setting forth two assignments of error. We will combine for our discussion National City's two assignments of error.
{¶ 5} First, we observe that National City had the burden upon appellees' motion to establish the court's jurisdiction. See Giachettiv. Holmes (1984),
{¶ 6} National City argues in its assignments of error that the trial court erred in dismissing the case for lack of personal jurisdiction because the forum-selection clause in the agreement did not violate Ohio law per se and was enforceable as it was not the product of fraud or overreaching, nor unjust or unreasonable.
{¶ 7} Parties to a contract may agree to submit to the jurisdiction of a particular court through the use of a forum-selection clause, thereby waiving the requirement that the court have personal jurisdiction over the parties. See National City Commercial Capital Corp. v. GatewayPacific Contractors, Inc. (S.D.Ohio Oct. 31, 2007), No. 1:4cv669.
{¶ 8} Where, as in the case at bar, there appears no basis for personal jurisdiction over appellees absent the parties' agreement, the inquiry is limited to the validity of the forum-selection clause. Id.
{¶ 9} After the trial court issued its decision and entry in this case, the Ohio Supreme Court released its decision in Preferred Capital,Inc. v. Power Engineering Group, Inc.,
{¶ 10} This court provided an extensive discussion of the issues related to the forum-selection clause at issue and the PreferredCapital case in National City Comm. Capital Corp. v. All AboutLimousines Corp. et al., Butler App. No. CA2005-08-226, 2009-Ohio___. National City's two assignments of error in that case are the same as the first and second assignments of error in the case at bar.
{¶ 11} Accordingly, our ruling on the first and second assignments of error in the *Page 4 instant case is based on our decision in All About Limousines and we incorporate by reference our discussion and analysis in that case. In accordance with All About Limousines, the first two assignments of error are sustained only to the extent that we find the trial court erred in granting appellees' motions to dismiss for lack of personal jurisdiction related to the unreasonableness of the forum-selection clause and the finding that it was against public policy without exploring the "superior knowledge," if any, on the assignment of the lease payments.
{¶ 12} We reverse the trial court's determination on the issue of personal jurisdiction and remand this matter to the trial court to consider these issues in accordance with the decision of the Ohio Supreme Court in Preferred Capital, and, as applicable, our remand fromAll About Limousines.2
{¶ 13} Judgment reversed and remanded to the trial court for further proceedings according to law and consistent with the opinion of this court.
BRESSLER and YOUNG, JJ., concur.
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