forum selection clause in Ohio

2025Honoring a forum-selection clause is unreasonable and unjust where “enforcement under the particular circumstances of the case would result in litigation in a jurisdiction so . . . difficult and inconvenient that plaintiff would for all ‘practical purposes be deprived of his day in court.’” Original Pizza Pan at ¶ 14 , quoting Barrett v. Picker Internatl., Inc., 68 Ohio App.3d 820, 824 (8th Dist. 1990), quoting Breman v. Zapata Off- Shore Co., 407 U.S. 1, 9-12 (1972).

2023It does not dispute that both parties to the contract are commercial entities and makes no allegations of fraud or overreaching. {¶43} This court has explained that, in considering whether enforcement of a forum-selection clause would be unreasonable, “courts are to determine whether the chosen forum is so inconvenient as to, in effect, afford no remedy at all, thus ‘depriv[ing] litigants of their day in court.’ ” Information Leasing Corp. v. Jaskot, 151 Ohio App.3d 546 , 2003-Ohio-566 , 784 N.E.2d 1192, ¶ 18 (1st Dist.), quoting Kennecorp at 176. {¶44} AxleHire urges this court to rely on the

2023Brokers, Inc. v. Country Club Convalescent Hosp., Inc., 66 Ohio St.3d 173, 175 (1993), and Preferred Capital, Inc. v. Power Engineering Group, Inc., 112 Ohio St.3d 429 , 2007-Ohio-257 , ¶ 6. {¶ 31} In their motion to dismiss Herold's complaint, the Defendants pointed to a forum-selection clause in the Letter of Intent to purchase Sterling, which reads: This letter shall be deemed to be made in and in all respects shall be interpreted, construed and governed by and in accordance with the laws of the State of Massachusetts without regard to the conflicts of law provisions. *** Each party agrees

2022Brokers, Inc. v. Country Club Convalescent Hosp., Inc., 66 Ohio St.3d 173 , 610 N.E.2d 987 (1993), syllabus (“[a]bsent evidence of fraud or overreaching,” a forum selection clause is valid and enforceable “unless it can be clearly shown that enforcement of the clause would be unreasonable and unjust”).

2025Honoring a forum-selection clause is unreasonable and unjust where “enforcement under the particular circumstances of the case would result in litigation in a jurisdiction so . . . difficult and inconvenient that plaintiff would for all ‘practical purposes be deprived of his day in court.’” Original Pizza Pan at ¶ 14 , quoting Barrett v. Picker Internatl., Inc., 68 Ohio App.3d 820, 824 (8th Dist. 1990), quoting Breman v. Zapata Off- Shore Co., 407 U.S. 1, 9-12 (1972).

2022Discount Bridal Servs. v. Kovacs, 127 Ohio App.3d 373, 376 , 713 N.E.2d 30 (8th Dist.1998), citing The Bremen v. Zapata Off-Shore Co., 407 U.S. 1, 17 , 92 S.Ct. 1907 , 32 L.Ed.2d 513 (1972). {¶11} Howard first contends that the forum selection clause is unenforceable “as it is clearly not commercial in nature.” However, Howard recognizes that the law does not prohibit enforcement but emphasizes that the trial court failed to acknowledge the consumer nature of the transaction. {¶12} “Forum selection clauses should be distinguished between commercial and noncommercial parties.” Hawkins v. Integr

2022Even if this does not rise to the level of using bargaining power to take unfair advantage, it further supports the finding that the remaining factors must be weighed while taking into account the unequal power between Go Ahead, a sophisticated business, and Howard as the consumer. {¶19} Next, Howard argues that the forum selection clause is unreasonable and unjust, emphasizing the inconvenience of having to litigate the suit in Massachusetts. {¶20} “In determining whether the selected forum is sufficiently unreasonable, Ohio courts consider the following factors: (1) which law controls the co

2022Even if this does not rise to the level of using bargaining power to take unfair advantage, it further supports the finding that the remaining factors must be weighed while taking into account the unequal power between Go Ahead, a sophisticated business, and Howard as the consumer. {¶19} Next, Howard argues that the forum selection clause is unreasonable and unjust, emphasizing the inconvenience of having to litigate the suit in Massachusetts. {¶20} “In determining whether the selected forum is sufficiently unreasonable, Ohio courts consider the following factors: (1) which law controls the co

2022Discount Bridal Servs. v. Kovacs, 127 Ohio App.3d 373, 376 , 713 N.E.2d 30 (8th Dist.1998), citing The Bremen v. Zapata Off-Shore Co., 407 U.S. 1, 17 , 92 S.Ct. 1907 , 32 L.Ed.2d 513 (1972). {¶11} Howard first contends that the forum selection clause is unenforceable “as it is clearly not commercial in nature.” However, Howard recognizes that the law does not prohibit enforcement but emphasizes that the trial court failed to acknowledge the consumer nature of the transaction. {¶12} “Forum selection clauses should be distinguished between commercial and noncommercial parties.” Hawkins v. Integr

2022Discount Bridal Servs. v. Kovacs, 127 Ohio App.3d 373, 376 , 713 N.E.2d 30 (8th Dist.1998), citing The Bremen v. Zapata Off-Shore Co., 407 U.S. 1, 17 , 92 S.Ct. 1907 , 32 L.Ed.2d 513 (1972). {¶11} Howard first contends that the forum selection clause is unenforceable “as it is clearly not commercial in nature.” However, Howard recognizes that the law does not prohibit enforcement but emphasizes that the trial court failed to acknowledge the consumer nature of the transaction. {¶12} “Forum selection clauses should be distinguished between commercial and noncommercial parties.” Hawkins v. Integr

2023It does not dispute that both parties to the contract are commercial entities and makes no allegations of fraud or overreaching. {¶43} This court has explained that, in considering whether enforcement of a forum-selection clause would be unreasonable, “courts are to determine whether the chosen forum is so inconvenient as to, in effect, afford no remedy at all, thus ‘depriv[ing] litigants of their day in court.’ ” Information Leasing Corp. v. Jaskot, 151 Ohio App.3d 546 , 2003-Ohio-566 , 784 N.E.2d 1192, ¶ 18 (1st Dist.), quoting Kennecorp at 176. {¶44} AxleHire urges this court to rely on the

2023It does not dispute that both parties to the contract are commercial entities and makes no allegations of fraud or overreaching. {¶43} This court has explained that, in considering whether enforcement of a forum-selection clause would be unreasonable, “courts are to determine whether the chosen forum is so inconvenient as to, in effect, afford no remedy at all, thus ‘depriv[ing] litigants of their day in court.’ ” Information Leasing Corp. v. Jaskot, 151 Ohio App.3d 546 , 2003-Ohio-566 , 784 N.E.2d 1192, ¶ 18 (1st Dist.), quoting Kennecorp at 176. {¶44} AxleHire urges this court to rely on the

2023The court stated: As a general matter, a forum selection clause “is prima facie valid as long as the parties freely bargained for it.” Bohl v. Hauke, 180 Ohio App. 3d 526 , 2009-Ohio-150 , 906 N.E.2d 450 , 455 ¶ 13 (citing Kennecorp Mortg.

2023The court stated: As a general matter, a forum selection clause “is prima facie valid as long as the parties freely bargained for it.” Bohl v. Hauke, 180 Ohio App. 3d 526 , 2009-Ohio-150 , 906 N.E.2d 450 , 455 ¶ 13 (citing Kennecorp Mortg.

2022Columbiana No. 04 CO 41 , 2005-Ohio-2786, ¶ 17 ("A forum selection clause acts as a waiver of the minimum contacts test used to determine personal jurisdiction"); Information Leasing Corp. v. King, 155 Ohio App.3d 201 , 2003-Ohio-5672, ¶ 26 (1st Dist.) ("Since the forum-selection clause was valid, there is no need for us to conduct a minimum-contacts analysis, as the parties have waived the due-process requirements of personal jurisdiction"). {¶17} In the present case, the pleadings and documentary evidence demonstrate Deltex was subject to the forum selection clause in the Customer Applicatio

2022Columbiana No. 04 CO 41 , 2005-Ohio-2786, ¶ 17 ("A forum selection clause acts as a waiver of the minimum contacts test used to determine personal jurisdiction"); Information Leasing Corp. v. King, 155 Ohio App.3d 201 , 2003-Ohio-5672, ¶ 26 (1st Dist.) ("Since the forum-selection clause was valid, there is no need for us to conduct a minimum-contacts analysis, as the parties have waived the due-process requirements of personal jurisdiction"). {¶17} In the present case, the pleadings and documentary evidence demonstrate Deltex was subject to the forum selection clause in the Customer Applicatio

2022Columbiana No. 04 CO 41 , 2005-Ohio-2786, ¶ 17 ("A forum selection clause acts as a waiver of the minimum contacts test used to determine personal jurisdiction"); Information Leasing Corp. v. King, 155 Ohio App.3d 201 , 2003-Ohio-5672, ¶ 26 (1st Dist.) ("Since the forum-selection clause was valid, there is no need for us to conduct a minimum-contacts analysis, as the parties have waived the due-process requirements of personal jurisdiction"). {¶17} In the present case, the pleadings and documentary evidence demonstrate Deltex was subject to the forum selection clause in the Customer Applicatio

2020No. 04 CO 41 , 2005-Ohio-2786, ¶ 17 ("A forum selection clause acts as a waiver of the minimum contacts test used to determine personal jurisdiction."); Information Leasing Corp. v. King, 155 Ohio App.3d 201 , 2003-Ohio-5672, ¶ 26 (1st Dist.), ("Since the forum-selection clause was valid, there is no need for us to conduct a minimum- contacts analysis, as the parties have waived the due-process requirements of personal jurisdiction.").

2021Original Pizza Pan v. CWC Sports Group, Inc., 194 Ohio App.3d 50 , 2011- Ohio-1684, 954 N.E.2d 1220, ¶ 10 (8th Dist.), citing Baker v. LeBoeuf, Lamb, Leiby & Macrae, 105 F.3d 1102, 1104 (6th Cir.1997), and Shell v. R.W.

2018See Original Pizza Pan v. CWC Sports Group, Inc. , 194 Ohio App.3d 50 , 2011-Ohio-1684 , 954 N.E.2d 1220 , ¶ 10 (8th Dist.), citing Baker v. LeBoeuf, Lamb, Leiby & Macrae , 105 F.3d 1102 , 1104 (6th Cir.1997). {¶ 14} Forum selection clauses are usually classified as either permissive or mandatory.

2007See, e.g., Tri County Distrib., Inc. v. Canandaigua (1993), 68 Ohio St.3d 123 , 129 .

1998See, e.g. , Tri-County Distributing, Inc. v. Canandaigua Wine Co., Inc. (June 11, 1992), Mahoning App. No. 92 C.A. 37, unreported, at 2 (holding that Ohio's interest in regulating the business of distributing alcoholic products, manifest in former R.C. 1333.82 e t seq. , prevented the enforcement of a forum selection clause), reversed on other grounds (1993), 68 Ohio St.3d 123 , 129 .

2025Group, Inc., 112 Ohio St.3d 429 , 2007-Ohio-257 , is not applicable here as it dealt with the enforceability of a forum selection clause.

2023Brokers, Inc. v. Country Club Convalescent Hosp., Inc., 66 Ohio St.3d 173, 175 (1993), and Preferred Capital, Inc. v. Power Engineering Group, Inc., 112 Ohio St.3d 429 , 2007-Ohio-257 , ¶ 6. {¶ 31} In their motion to dismiss Herold's complaint, the Defendants pointed to a forum-selection clause in the Letter of Intent to purchase Sterling, which reads: This letter shall be deemed to be made in and in all respects shall be interpreted, construed and governed by and in accordance with the laws of the State of Massachusetts without regard to the conflicts of law provisions. *** Each party agrees

2014Id. {¶26} Thus, mere distance, mere expense, or mere hardship to an individual litigant is insufficient to invalidate a forum selection clause.

2012Fraud and Overreaching {¶9} “To invalidate a forum-selection clause based on fraud, it must be established that the fraud relates directly to the negotiation or agreement as to the forum-selection clause itself, and not the contract in general.” Preferred Capital, Inc. v. Ferris Bros., Inc., 167 Ohio App.3d 653 , 2005-Ohio-6221, ¶ 6 (9th Dist.), rev’d on other grounds, 112 Ohio St.3d 503 (2007).

2011Id. at 1135.” Id. {¶ 14} In Barrett , this court analyzed a forum-selection clause under The Bremen , and held that the clause would be unreasonable or unjust if the “enforcement would violate the strong public policy of the forum state, i.e., in this case, Ohio; and * * * that enforcement under the particular circumstances of the case would result in litigation in a jurisdiction so unreasonable, difficult and inconvenient that plaintiff would for all ‘practical purposes be deprived of his day in court.’ ” Id., 68 Ohio App.3d at 824 , 589 N.E.2d 1372 , quoting The Bremen, 407 U.S. at 9-12 , 92

2011Id. at 1135.” Id. {¶ 14} In Barrett , this court analyzed a forum-selection clause under The Bremen , and held that the clause would be unreasonable or unjust if the “enforcement would violate the strong public policy of the forum state, i.e., in this case, Ohio; and * * * that enforcement under the particular circumstances of the case would result in litigation in a jurisdiction so unreasonable, difficult and inconvenient that plaintiff would for all ‘practical purposes be deprived of his day in court.’ ” Id., 68 Ohio App.3d at 824 , 589 N.E.2d 1372 , quoting The Bremen, 407 U.S. at 9-12 , 92

2005Nicholson v. Log Sys., Inc. (1998), 127 Ohio App.3d 597, 601 , 713 N.E.2d 510 . {¶ 6} To invalidate a forum-selection clause based on fraud, it must be established that the fraud relates directly to the negotiation or agreement as to the forum-selection clause itself, and not the contract in general.

2005Nicholson v. Log Sys., Inc. (1998), 127 Ohio App.3d 597, 601 , 713 N.E.2d 510 . {¶ 6} To invalidate a forum-selection clause based on fraud, it must be established that the fraud relates directly to the negotiation or agreement as to the forum-selection clause itself, and not the contract in general.

2024Patten Securities Corp. v. Diamond Greyhound & Genetics, Inc., 819 F.2d 400, 407 (3d Cir. 1987); Personal Sec. & Safety Systems Inc. v. Motorola Inc., 297 F.3d 388, 395 (5th Cir. 2002) ("we must interpret the forum selection clause in the context of the entire contractual arrangement and we must give effect to all of the terms of that arrangement."); Branch v. Mays, 265 F.Supp.3d 801, 805 (E.D.

2011Corp., Inc. v. Diamond Greyhound & Genetics, Inc. ( 3d Cir. 1987), 819 F.2d 400, 407 , abrogated on other grounds, in which the Third Circuit determined that a forum selection clause did not waive arbitration under federal law and held that a forum selection clause cannot void an arbitration clause unless the forum selection clause specifically precludes arbitration.

2023These factors are “(1) which law controls the contractual dispute; (2) what residency do the parties maintain; (3) where will the contract be executed; (4) where are the witnesses and parties to the litigation located; and (5) whether the forum’s designated location is inconvenient to the parties.” Id., citing Clinton v. Janger, 583 F.Supp. 284, 289 (N.D.Ill.1984).

1990Ill. 1984), 583 F. Supp. 284 , 288 citing Nute v. Hamilton Mutual Ins.

2014Dist. of Texas, U.S. __________ 134 S.Ct. 568, 577 , 187 L.Ed.2d 487 (2013) (saying that “in some contexts, the word ‘venue’ is used synonymously with the term ‘forum’”). 9 foreign court had personal jurisdiction over the appellant must be decided under that state’s law). {¶ 15} “[T]he [U.S.] Supreme Court has held that a forum selection clause is not unreasonable simply because it appears in a non-negotiated consumer contract.” Wong v. PartyGaming Ltd., 589 F.3d 821, 829 (6th Cir.2009), citing Carnival Cruise Lines, Inc. v. Shute, 499 U.S. 585, 594 , 111 S.Ct. 1522 , 113 L.Ed.2d 622 (1991).

2014Dist. of Texas, U.S. __________ 134 S.Ct. 568, 577 , 187 L.Ed.2d 487 (2013) (saying that “in some contexts, the word ‘venue’ is used synonymously with the term ‘forum’”). 9 foreign court had personal jurisdiction over the appellant must be decided under that state’s law). {¶ 15} “[T]he [U.S.] Supreme Court has held that a forum selection clause is not unreasonable simply because it appears in a non-negotiated consumer contract.” Wong v. PartyGaming Ltd., 589 F.3d 821, 829 (6th Cir.2009), citing Carnival Cruise Lines, Inc. v. Shute, 499 U.S. 585, 594 , 111 S.Ct. 1522 , 113 L.Ed.2d 622 (1991).

2014Summit No. 22326, 2005-Ohio-1271 ], the clause cited by [OMRI] in this case specifically references venue, contains words of exclusivity, and prohibits suit elsewhere by stating that any legal proceeding arising from the Agreement must be filed in a court of competent jurisdiction located in Escambia County, Florida.

2012See EI UK Holdings, 2005-Ohio-1271, ¶ 23 (“[A] choice of law clause is separate and distinct from a forum selection clause and is not to be interpreted as such. * * * Therefore, such a clause should have no bearing on the determination of whether a forum selection clause is mandatory or permissive.”).

2007Inc. (C.A.2, 1994), 22 F.3d 51 , 53 * * * Where a forum selection clause states "mandatory or obligatory language," it is a mandatory clause that limits litigation to the designated venue. * * * However, "when only jurisdiction is specified the clause will generally not be enforced without some further language indicating the parties' intent to make jurisdiction exclusive." * * * (Citations omitted.) {¶ 14} It has been held that a mandatory forum selection clause "must clearly display the intent of the contracting parties to choose a particular forum to the exclusion of all other." Arguss Comm

2005See, also, Boutari, 22 F.3d at 53 , citing and quoting City of New York v. Pullman, Inc. (S.D.N.Y. 1979), 477 F. Supp. 438 , 442 , fn.11 ("an agreement conferring jurisdiction in one forum will not be interpreted as excluding jurisdiction elsewhere unless it contains specific language of exclusion"). {¶ 23} Additionally, EI UK argues that the trial court erred as a matter of law when it concluded that the parties "intended to mandate litigation in the state of New York because they agreed to the use of New York law." Indeed, a choice of law clause is separate and distinct from a forum selectio