IN THE COURT OF COMMON PLEAS CUYAHOGA COUNTY, OHIO ...

IN THE COURT OF COMMON PLEAS
CUYAHOGA COUNTY, OHIO

CHALLENGER HARDWARE CO. ) CASE NO. CV 13 811256

)

) JUDGE JOHN P. O’DONNELL

Plaintiff, )

)

vs. )

)

ANTHONY ST. ANGELO, et al. ) JOURNAL ENTRY DENYING

) THE DEFENDANTS’ MOTION TO

Defendants. ) DISMISS OR TRANSFER VENUE

John P. O’Donnell, J.:

Plaintiff Challenger Hardware Company sued defendants Anthony St. Angelo, PW

Brands, LLC and Derema Group, Inc. on July 25, 2013. Challenger makes custom fabricated

metal parts for boats. St. Angelo was Challenger’s vice president of sales from 2007 until he

left the company in September 2012 and started working for competitor PW Brands. During

most of St. Angelo’s stint with Challenger, Derema was Challenger’s exclusive United States

sales representative. The gist of the lawsuit is Challenger’s claim that St. Angelo violated a

written covenant not to compete and misappropriated Challenger’s trade secrets.

Among the 14 numbered paragraphs of the contract is section 12, captioned “Governing

Law/Venue,” which reads as follows:

The interpretation and application of this Agreement shall be governed and
controlled by the laws and judicial decisions of the State of Ohio. In the event of any
dispute between the parties concerning this agreement, each party consents and submits
to the jurisdiction of the Court of Common Pleas, Ashtabula County, Ohio, and agrees
that venue is proper in that jurisdiction.

St. Angelo and PW Brands have now filed a motion asking that the case be transferred

to the Ashtabula County Court of Common Pleas. The defendants argue that section 12 of the

contract makes Ashtabula County the only possible venue for this lawsuit. Challenger opposes

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the motion on the basis that section 12 does not provide that Ashtabula County is the exclusive
venue for a lawsuit.

Absent evidence of fraud or overreaching, a forum selection clause contained in a
commercial contract is valid and enforceable, unless it can be clearly shown that enforcement
of the clause would be unreasonable and unjust. Kennecorp Mortgage Brokers v. Country Club
Convalescent Hosp., 66 Ohio St. 3d 173 (1993), syllabus. No fraud or overreaching is alleged
in this case. Instead, the parties dispute the intent of the venue provision.

In any contract, intent is ascertained from the language used by the parties. Kelly v.
Medical Life Ins. Co., 31 Ohio St. 3d 130 (1987), syllabus one. Here, the parties – not
including PW Brands – agreed that “venue is proper” in Ashtabula County. They did not agree
that venue is proper only in Ashtabula County or use any similar verbiage to unequivocally
designate Ashtabula County as the exclusive venue for a lawsuit. The parties were
undoubtedly aware that, depending on the circumstances of a claimed breach, a future lawsuit
could be brought in Cuyahoga County or in Florida since the contract was entered into in
Beachwood, Cuyahoga County, between Challenger and St. Angelo, a Florida resident.
Knowing this, they agreed to a contract that did not exclude those venues but instead included
Ashtabula County as another possible venue.

Moreover, even if St. Angelo and Challenger had agreed that Ashtabula County would
be the exclusive venue for any lawsuit arising from the contract, PW Brands has not offered
any evidence or legal authority that would require Challenger’s causes of action against it to be
brought in Ashtabula County.

St. Angelo alternatively argues that the case should be transferred to Ashtabula County
because he lives there. Rule 3(B)(1) of the Ohio Rules of Civil Procedure does provide that a

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defendant’s county of residence is a proper venue. But Civil Rule 3(B)(3) allows a lawsuit to
be venued in a county where a defendant conducted activity giving rise to a cause of action and
venue is also appropriate under Civil Rule 3(B)(6) in a county in which a claim for relief arose.
According to the allegations of the complaint, Cuyahoga is the county where St. Angelo
conducted activity leading to the lawsuit and where Challenger’s claim for relief arose. The
first nine provisions of Civil Rule 3(B) are on an equal status, and any court specified therein
may be a proper and initial place of venue. Morrison v. Steiner, 32 Ohio St. 2d 86, 89 (1972).

Because the contract does not mandate that this lawsuit must be brought in Ashtabula
County and Cuyahoga County is an appropriate venue under Civil Rules 3(B)(3) and (6), the
defendants’ motion to transfer venue is denied.
IT IS SO ORDERED:

_________________________________ ____________________________
Judge John P. O’Donnell Date

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SERVICE
A copy of this journal entry was sent by email this ____ day of October, 2013, to the
following:
David H. Wallace, Esq.
[email protected]
Charles A. Bowers, Esq.
[email protected]
Attorneys for the plaintiff
Jeffrey A. Ford, Esq.
[email protected]
Attorney for defendant Anthony St. Angelo
Neal M. Rains, Esq.
[email protected]
Attorney for defendant PW Brands, LLC
Alan S. Kopit, Esq.
[email protected]
Matthew D. Wartko, Esq.
[email protected]
Attorneys for defendant Derema Group

____________________________
Judge John P. O’Donnell

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