[Cite as Booth v. Watershed Wellness Ctr., 2013-Ohio-5272.]
IN THE COURT OF APPEALS
TWELFTH APPELLATE DISTRICT OF OHIO
BUTLER COUNTY
MICHAEL BOOTH, :
Plaintiff-Appellant, : CASE NO. CA2013-04-065
: OPINION - vs - 12/2/2013 :
THE WATERSHED WELLNESS CENTER, :
Defendant-Appellee. :
CIVIL APPEAL FROM BUTLER COUNTY COURT OF COMMON PLEAS Case No. CV2012-10-3592
Jacobs, Kleinman, Seibel & McNally, Mark J. Byrne, Cincinnati Club Bldg., 30 Garfield Place, Suite 905, Cincinnati, Ohio 45202, for plaintiff-appellant
Sebaly Shillito & Dyer, Dianne F. Marx, Erin A. Moosbrugger, 1900 Kettering Tower, 40 North Main Street, Dayton, Ohio 45423, for defendant-appellee
PIPER, J.
{¶ 1} Plaintiff-appellant, Michael Booth, appeals a decision of the Butler County Court
of Common Pleas dismissing his breach of contract claim against defendant-appellee, The
Watershed Wellness Center (WWC), for lack of personal jurisdiction.
{¶ 2} Booth, who is a resident of Butler County, Ohio, began researching the internet
for information on personal use water ionizers. As a result, he viewed several YouTube Butler CA2013-04-065
videos regarding water ionizers produced by WWC, which is a Michigan corporation that
specializes in selling nutritional products. Booth purchased a WWC product, and then made
a second purchase, both of which were shipped to his home address in Ohio. Ultimately,
Booth purchased enough products from WWC to personally distribute them in Ohio, though
Booth has never asserted that he shared a distribution agreement with WWC.
{¶ 3} Booth contacted WWC via telephone and email to offer his consulting services
to the company. While WWC initially declined to employ Booth, the company eventually
agreed to review a services agreement proposed by Booth. The proposed agreement stated
that it would be governed by the "laws of the State of Michigan, USA." WWC signed the
agreement and sent it, as well as a check for $8,000, to Booth via mail. However, before
Booth received the agreement and check in the mail, WWC placed a "stop payment" on the
check and rescinded the service agreement because of a contentious conversation Booth
had with WWC.
{¶ 4} After erroneously filing suit in the Hamilton Municipal Court, Booth ultimately
filed a breach of contract claim in the Butler County Court of Common Pleas. WWC then
filed a Civ.R. 12(B)(2) motion to dismiss for lack of personal jurisdiction in the common pleas
court, and attached an affidavit from Robert McCauley, WWC's president, in support. Booth
responded to the motion, and attached his own affidavit to the reply in opposition to WWC's
motion to dismiss. The trial court heard arguments from counsel and subsequently granted 1 WWC's motion to dismiss after finding that it lacked personal jurisdiction over WWC. Booth
now appeals the trial court's decision, raising the following assignment of error.
1. According to WWC's brief, the trial court heard counsel's arguments in chambers on March 22, 2013. The trial court made reference to an evidentiary hearing in its written decision, and applied the legal standard as if an evidentiary hearing occurred. However, the record does not contain any indication that an evidentiary hearing was ever held. The record indicates that the trial court held a brief status report hearing on March 22, 2013, but there is no mention made of a "hearing" in chambers, and there is no transcript of the arguments in the file.
-2- Butler CA2013-04-065
{¶ 5} THE TRIAL COURT ERRED IN GRANTING WATERSHED'S MOTION TO
DISMISS FOR LACK OF PERSONAL JURISDICTION.
{¶ 6} Booth argues in his assignment of error that the trial court erred in granting
WWC's motion to dismiss because the court had jurisdiction via Ohio's long-arm statute and
because WWC had minimum contacts with Ohio.
{¶ 7} An appellate court reviews de novo a trial court's judgment granting a motion to
dismiss for lack of personal jurisdiction. Buflod v. Von Wilhendorf, LLC, 12th Dist. Warren
No. CA2006-02-022, 2007-Ohio-347. Where a trial court decides a Civ.R. 12(B)(2) motion
without a hearing, a plaintiff need only make a prima facie showing of personal jurisdiction
and the trial court must view allegations in the pleadings and documentary evidence in a light
most favorable to the plaintiff, resolving all reasonable competing inferences in its favor.
Natl. City Commercial Capital Corp. v. All About Limousines Corp., 12th Dist. Butler No.
CA2005-08-226, 2009-Ohio-1159, ¶ 5. A prima facie showing is made where the plaintiff
produces sufficient evidence to allow reasonable minds to conclude that the trial court has
personal jurisdiction over the defendant. Buflod at ¶ 10.
{¶ 8} Before a trial court may exert personal jurisdiction over a nonresident
defendant, it must complete a two-step analysis. Kentucky Oaks Mall Co. v. Mitchell's
Formal Wear, Inc., 53 Ohio St.3d 73 (1990). First, the defendant must satisfy the provisions
of Ohio's long-arm statute, R.C. 2307.382, and second, exercising jurisdiction over the
defendant must comply with due process requirements inherent in the Fourteenth 2 Amendment. Id.; Dobos v. Dobos, 179 Ohio App.3d 173, 2008-Ohio-5665 (12th Dist.).
{¶ 9} "The due process clause protects an individual's liberty interest in not being
subject to binding judgments of a forum with which that individual has established no
2. Ohio's long-arm statute, R.C. 2307.382, provides in pertinent part, that an Ohio court can exercise jurisdiction over a corporation that transacts any business in the state. -3- Butler CA2013-04-065
meaningful contacts, ties, or relations." Multiform Plastics Inc. v. Thermo Plastics Display,
Inc., 12th Dist. Clermont No. CA93-01-004, 1993 WL 257232, *1 (July 12, 1993), citing
Burger King Corp. v. Rudzewicz, 471 U.S. 462, 471, 105 S.Ct. 2174 (1985). An Ohio court
can assert jurisdiction if the nonresident defendant has certain minimum contacts with Ohio
so that having the party defend in Ohio does not offend traditional notions of fair play and
substantial justice. Internatl. Shoe Co. v. Washington, 326 U.S. 310, 66 S.Ct. 154 (1945).
"The constitutional touchstone is whether the nonresident defendant purposely established
contacts in Ohio so that the defendant should reasonably anticipate being haled into court
there." VanCamp v. VanCamp, 12th Dist. Butler Nos. CA2001-03-058, CA2001-03-059,
CA2001-03-060, 2002 WL 4472, *4, (Dec. 31, 2001), citing Burger King Corp. Jurisdiction is
proper if the contacts proximately result from the defendant's actions that create a substantial
connection with the forum state. Burger King Corp.
{¶ 10} The trial court found that WWC did not transact any business in Ohio, and
therefore, had not triggered Ohio's long-arm statute. While we agree with the trial court that it
did not have jurisdiction over WWC, we focus our analysis on the lack of minimum contacts
and find that WWC created no substantial connection with Ohio and did not purposely
establish contacts in Ohio so that it should reasonably anticipate being haled into an Ohio
court.
{¶ 11} The record indicates that WWC maintains a single office in Michigan and
operates its entire business from there.
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[Cite as Booth v. Watershed Wellness Ctr., 2013-Ohio-5272.]
IN THE COURT OF APPEALS
TWELFTH APPELLATE DISTRICT OF OHIO
BUTLER COUNTY
MICHAEL BOOTH, :
Plaintiff-Appellant, : CASE NO. CA2013-04-065
: OPINION - vs - 12/2/2013 :
THE WATERSHED WELLNESS CENTER, :
Defendant-Appellee. :
CIVIL APPEAL FROM BUTLER COUNTY COURT OF COMMON PLEAS Case No. CV2012-10-3592
Jacobs, Kleinman, Seibel & McNally, Mark J. Byrne, Cincinnati Club Bldg., 30 Garfield Place, Suite 905, Cincinnati, Ohio 45202, for plaintiff-appellant
Sebaly Shillito & Dyer, Dianne F. Marx, Erin A. Moosbrugger, 1900 Kettering Tower, 40 North Main Street, Dayton, Ohio 45423, for defendant-appellee
PIPER, J.
{¶ 1} Plaintiff-appellant, Michael Booth, appeals a decision of the Butler County Court
of Common Pleas dismissing his breach of contract claim against defendant-appellee, The
Watershed Wellness Center (WWC), for lack of personal jurisdiction.
{¶ 2} Booth, who is a resident of Butler County, Ohio, began researching the internet
for information on personal use water ionizers. As a result, he viewed several YouTube Butler CA2013-04-065
videos regarding water ionizers produced by WWC, which is a Michigan corporation that
specializes in selling nutritional products. Booth purchased a WWC product, and then made
a second purchase, both of which were shipped to his home address in Ohio. Ultimately,
Booth purchased enough products from WWC to personally distribute them in Ohio, though
Booth has never asserted that he shared a distribution agreement with WWC.
{¶ 3} Booth contacted WWC via telephone and email to offer his consulting services
to the company. While WWC initially declined to employ Booth, the company eventually
agreed to review a services agreement proposed by Booth. The proposed agreement stated
that it would be governed by the "laws of the State of Michigan, USA." WWC signed the
agreement and sent it, as well as a check for $8,000, to Booth via mail. However, before
Booth received the agreement and check in the mail, WWC placed a "stop payment" on the
check and rescinded the service agreement because of a contentious conversation Booth
had with WWC.
{¶ 4} After erroneously filing suit in the Hamilton Municipal Court, Booth ultimately
filed a breach of contract claim in the Butler County Court of Common Pleas. WWC then
filed a Civ.R. 12(B)(2) motion to dismiss for lack of personal jurisdiction in the common pleas
court, and attached an affidavit from Robert McCauley, WWC's president, in support. Booth
responded to the motion, and attached his own affidavit to the reply in opposition to WWC's
motion to dismiss. The trial court heard arguments from counsel and subsequently granted 1 WWC's motion to dismiss after finding that it lacked personal jurisdiction over WWC. Booth
now appeals the trial court's decision, raising the following assignment of error.
1. According to WWC's brief, the trial court heard counsel's arguments in chambers on March 22, 2013. The trial court made reference to an evidentiary hearing in its written decision, and applied the legal standard as if an evidentiary hearing occurred. However, the record does not contain any indication that an evidentiary hearing was ever held. The record indicates that the trial court held a brief status report hearing on March 22, 2013, but there is no mention made of a "hearing" in chambers, and there is no transcript of the arguments in the file.
-2- Butler CA2013-04-065
{¶ 5} THE TRIAL COURT ERRED IN GRANTING WATERSHED'S MOTION TO
DISMISS FOR LACK OF PERSONAL JURISDICTION.
{¶ 6} Booth argues in his assignment of error that the trial court erred in granting
WWC's motion to dismiss because the court had jurisdiction via Ohio's long-arm statute and
because WWC had minimum contacts with Ohio.
{¶ 7} An appellate court reviews de novo a trial court's judgment granting a motion to
dismiss for lack of personal jurisdiction. Buflod v. Von Wilhendorf, LLC, 12th Dist. Warren
No. CA2006-02-022, 2007-Ohio-347. Where a trial court decides a Civ.R. 12(B)(2) motion
without a hearing, a plaintiff need only make a prima facie showing of personal jurisdiction
and the trial court must view allegations in the pleadings and documentary evidence in a light
most favorable to the plaintiff, resolving all reasonable competing inferences in its favor.
Natl. City Commercial Capital Corp. v. All About Limousines Corp., 12th Dist. Butler No.
CA2005-08-226, 2009-Ohio-1159, ¶ 5. A prima facie showing is made where the plaintiff
produces sufficient evidence to allow reasonable minds to conclude that the trial court has
personal jurisdiction over the defendant. Buflod at ¶ 10.
{¶ 8} Before a trial court may exert personal jurisdiction over a nonresident
defendant, it must complete a two-step analysis. Kentucky Oaks Mall Co. v. Mitchell's
Formal Wear, Inc., 53 Ohio St.3d 73 (1990). First, the defendant must satisfy the provisions
of Ohio's long-arm statute, R.C. 2307.382, and second, exercising jurisdiction over the
defendant must comply with due process requirements inherent in the Fourteenth 2 Amendment. Id.; Dobos v. Dobos, 179 Ohio App.3d 173, 2008-Ohio-5665 (12th Dist.).
{¶ 9} "The due process clause protects an individual's liberty interest in not being
subject to binding judgments of a forum with which that individual has established no
2. Ohio's long-arm statute, R.C. 2307.382, provides in pertinent part, that an Ohio court can exercise jurisdiction over a corporation that transacts any business in the state. -3- Butler CA2013-04-065
meaningful contacts, ties, or relations." Multiform Plastics Inc. v. Thermo Plastics Display,
Inc., 12th Dist. Clermont No. CA93-01-004, 1993 WL 257232, *1 (July 12, 1993), citing
Burger King Corp. v. Rudzewicz, 471 U.S. 462, 471, 105 S.Ct. 2174 (1985). An Ohio court
can assert jurisdiction if the nonresident defendant has certain minimum contacts with Ohio
so that having the party defend in Ohio does not offend traditional notions of fair play and
substantial justice. Internatl. Shoe Co. v. Washington, 326 U.S. 310, 66 S.Ct. 154 (1945).
"The constitutional touchstone is whether the nonresident defendant purposely established
contacts in Ohio so that the defendant should reasonably anticipate being haled into court
there." VanCamp v. VanCamp, 12th Dist. Butler Nos. CA2001-03-058, CA2001-03-059,
CA2001-03-060, 2002 WL 4472, *4, (Dec. 31, 2001), citing Burger King Corp. Jurisdiction is
proper if the contacts proximately result from the defendant's actions that create a substantial
connection with the forum state. Burger King Corp.
{¶ 10} The trial court found that WWC did not transact any business in Ohio, and
therefore, had not triggered Ohio's long-arm statute. While we agree with the trial court that it
did not have jurisdiction over WWC, we focus our analysis on the lack of minimum contacts
and find that WWC created no substantial connection with Ohio and did not purposely
establish contacts in Ohio so that it should reasonably anticipate being haled into an Ohio
court.
{¶ 11} The record indicates that WWC maintains a single office in Michigan and
operates its entire business from there. WWC does not own any property in Ohio, has not
sent its representatives to Ohio for any purpose, nor has WWC participated in any trade
shows within Ohio. WWC is not registered to transact business in Ohio, and does not market
its product or advertise in Ohio.
{¶ 12} The only way in which WWC communicated with Booth was when he contacted
the company and its representatives, which occurred via telephone or email. See Am. Office -4- Butler CA2013-04-065
Services, Inc. v. Sircal Contracting, Inc., 8th Dist. Cuyahoga No. 82977, 2003-Ohio-6042, ¶
12 (noting that "who initiates the business contact is often a significant factor in determining
whether a party deliberately pursued the benefits of doing business in that state"). WWC
never solicited Booth's services, and in fact, initially turned down his business proposal. After
Booth repeatedly initiated contact with WWC, the company did consider a business
agreement with Booth, but changed its mind before following through on the agreement.
{¶ 13} However, and as an important factor for consideration, even if WWC had
entered into a business relationship with Booth based upon the service agreement, the
agreement expressly stated that it would be governed by Michigan law. Although the parties
never had a business relationship pursuant to the agreement, the choice of law provision
nonetheless clearly indicated that WWC did not reasonably anticipate the possibility of being
haled into an Ohio court. See Buflod, 2007-Ohio-347 at ¶ 18 (noting that "though this is not a
determinative factor in a court's personal jurisdiction analysis, [the choice of law provision]
further suggests that appellees did not reasonably anticipate litigating in Ohio").
{¶ 14} After reviewing the record, the trial court correctly dismissed Booth's claim
because it lacked jurisdiction over WWC. As such, Booth's single assignment of error is
overruled.
{¶ 15} Judgment affirmed.
RINGLAND, P.J., and M. POWELL, J., concur.
-5-