[Cite as Calvary Industries, Inc. v. Coral Chem. Co., 2017-Ohio-7279.]
IN THE COURT OF APPEALS
TWELFTH APPELLATE DISTRICT OF OHIO
BUTLER COUNTY
CALVARY INDUSTRIES, INC., :
Plaintiff-Appellant, : CASE NO. CA2016-12-233
: OPINION - vs - 8/21/2017 :
CORAL CHEMICAL COMPANY, :
Defendant-Appellee. :
CIVIL APPEAL FROM BUTLER COUNTY COURT OF COMMON PLEAS Case No. CV2016-02-0395
Burke Law Office, LLC, Travis E. Burke, Unit #1703, 1441 Ninth Avenue, San Diego, CA 92101, for plaintiff-appellant
Garvey Shearer Nordstrom, John J. Garvey III, 300 Buttermilk Pike, Suite 336, Ft. Mitchell, KY 41017, for defendant-appellee
PIPER, J.
{¶ 1} Plaintiff-appellant, Calvary Industries, Inc., appeals a decision of the Butler
County Court of Common Pleas, granting a motion to dismiss in favor of defendant-appellee,
Coral Chemical Company.
{¶ 2} Coral Chemical Company is a corporation with citizenship in Illinois. Coral
employed Rashmi Patel, who is also a citizen of Illinois. After 24 years of employment, Coral Butler CA2016-12-233
hired Patel as an independent contractor. The independent contractor agreement included a
fixed termination date. When Patel and Coral could not reach an agreement to continue
Patel's independent contractor status, their relationship terminated.
{¶ 3} Approximately a month later, Calvary, an Ohio Corporation, hired Patel as an
independent contractor. Calvary instructed Patel that he was not to utilize, share, or
communicate any confidential, proprietary, or trade secrets he learned while working with
Coral.
{¶ 4} Coral later filed a complaint against Patel in a Lake County, Illinois, court
alleging breach of the employment agreement and independent contractor agreement
between itself and Patel ("Lake County Case"). Coral alleged that Patel breached the
restrictive covenants prohibiting him from working for Coral's direct competitors, including
Calvary.
{¶ 5} Within the Lake County Case complaint, Coral named Calvary as a respondent
in discovery. This designation gave Coral the opportunity to conduct discovery to determine
whether Calvary should be named a defendant in the case. After a year of disputed
proceedings in which Calvary challenged the Illinois Court's personal jurisdiction over it, the
Illinois Court dismissed Calvary from the Lake County Case for lack of personal jurisdiction.
{¶ 6} Prior to Calvary being dismissed from the Lake County Case, Calvary had
initiated the current action for declaratory judgment against Coral in the Butler County Court
of Common Pleas, seeking a declaration that (1) Calvary was legally permitted to employ
Patel as an independent contractor; (2) Calvary did not commit any tortious conduct arising
from, or in connection with, the employment of Patel as an independent contractor; (3)
Calvary's employment of Coral's former employees did not violate noncompete and
confidentiality agreements Coral had with its employees; (4) Calvary's conduct associated
with Patel's employment did not cause any violation of the employment and independent -2- Butler CA2016-12-233
contractor agreements between Patel and Coral; and (5) Calvary had not received, benefited
from, or utilized any of Coral's confidential, proprietary, or trade secret information.
{¶ 7} Coral filed a motion to dismiss or stay the proceedings, and argued that the
issues raised in Calvary's declaratory judgment action were already pending before the
Illinois Court through the Lake County Case. Calvary had not been dismissed from the Lake
County Case as of this time. The trial court scheduled a conference with the parties on
October 20, 2016. However, on October 19, 2016, the trial court canceled the status
conference and granted Coral's motion to dismiss. Unbeknownst to the trial court, on
September 12, 2016, Calvary had been dismissed from the Lake County Case. The trial
court cited forum non conveniens as the reason for its dismissal.
{¶ 8} Calvary thereafter filed a motion to reinstate its declaratory judgment action
wherein it explained that the Illinois court dismissed it from the Lake County Case for lack of
personal jurisdiction. The trial court denied Calvary's motion to reinstate, stating that it found
the motion "not in proper order."1 Calvary now appeals the trial court's order, raising the
following assignments of error.
{¶ 9} Assignment of Error No. 1:
{¶ 10} THE TRIAL COURT ERRED BY GRANTING APPELLEE'S MOTION TO
STAY OR DISMISS.
{¶ 11} Calvary argues in its first assignment of error that the trial court erred by
granting Coral's motion to dismiss the declaratory judgment action.
{¶ 12} A declaratory judgment action provides a means by which parties can
eliminate uncertainty regarding their legal rights and obligations. Travelers Indemn. Co. v.
Cochrane, 155 Ohio St. 305 (1951). Declaratory judgment actions may be filed for the
1. The trial court may have taken issue with the Illinois court's entry, as it was handwritten. However, the entry is file stamped by the clerk, and contains the trial court's signature. -3- Butler CA2016-12-233
purposes of deciding an actual controversy. Mid-Am. Fire & Cas. Co. v. Heasley, 113 Ohio
St.3d 133, 2007-Ohio-1248, ¶ 9. Declaratory judgment statutes are to be construed liberally.
Davidson v. Brate, 44 Ohio App.2d 248 (12th Dist.1974).
{¶ 13} A trial court's decision regarding declaratory judgment actions is reviewed for
an abuse of discretion. Heasley. An abuse of discretion constitutes more than an error of
law or judgment; it requires a finding that the trial court acted arbitrarily, unreasonably, or
unconscionably. Lauver v. Ohio Valley Selective Harvesting, LLC, 12th Dist. Clermont No.
CA2016-11-076, 2017-Ohio-5777.
{¶ 14} A declaratory action is proper if (1) the action is within the scope of the
Declaratory Judgment Act, (2) a justiciable controversy exists between adverse parties, and
(3) speedy relief is necessary to preserve rights that may otherwise be impaired or lost.2
Freedom Rd. Found. v. Ohio Dept. of Liquor Control, 80 Ohio St.3d 202 (1997). There are
generally only two reasons for dismissing a complaint for declaratory judgment: (1) there is
no real controversy or justiciable issue between the parties, and (2) the declaratory judgment
will not terminate the uncertainty. Burchwell v. Warren Cty., 12th Dist. Warren No. CA2013-
09-079, 2014-Ohio-1892.
{¶ 15} The trial court never took into consideration whether the declaratory judgment
was valid at its inception, and did not address the rules of law stated above regarding when
declaratory judgment actions are proper or when they require dismissal. As such, we are
unable to review its decision to determine whether dismissal was proper.
{¶ 16} The trial court did not address its reasons for granting the motion to dismiss,
other than stating that the issues were better heard in the Illinois court according to the
2. The Declaratory Judgment Act allows any person whose rights, status, or other legal relations are affected by a contract to have determined any question of construction arising under such contract and obtain a declaration of rights, status, or other legal relations thereunder. R.C. 2721.03 -4- Butler CA2016-12-233
doctrine of forum non conveniens. The doctrine of forum non conveniens permits a court to
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[Cite as Calvary Industries, Inc. v. Coral Chem. Co., 2017-Ohio-7279.]
IN THE COURT OF APPEALS
TWELFTH APPELLATE DISTRICT OF OHIO
BUTLER COUNTY
CALVARY INDUSTRIES, INC., :
Plaintiff-Appellant, : CASE NO. CA2016-12-233
: OPINION - vs - 8/21/2017 :
CORAL CHEMICAL COMPANY, :
Defendant-Appellee. :
CIVIL APPEAL FROM BUTLER COUNTY COURT OF COMMON PLEAS Case No. CV2016-02-0395
Burke Law Office, LLC, Travis E. Burke, Unit #1703, 1441 Ninth Avenue, San Diego, CA 92101, for plaintiff-appellant
Garvey Shearer Nordstrom, John J. Garvey III, 300 Buttermilk Pike, Suite 336, Ft. Mitchell, KY 41017, for defendant-appellee
PIPER, J.
{¶ 1} Plaintiff-appellant, Calvary Industries, Inc., appeals a decision of the Butler
County Court of Common Pleas, granting a motion to dismiss in favor of defendant-appellee,
Coral Chemical Company.
{¶ 2} Coral Chemical Company is a corporation with citizenship in Illinois. Coral
employed Rashmi Patel, who is also a citizen of Illinois. After 24 years of employment, Coral Butler CA2016-12-233
hired Patel as an independent contractor. The independent contractor agreement included a
fixed termination date. When Patel and Coral could not reach an agreement to continue
Patel's independent contractor status, their relationship terminated.
{¶ 3} Approximately a month later, Calvary, an Ohio Corporation, hired Patel as an
independent contractor. Calvary instructed Patel that he was not to utilize, share, or
communicate any confidential, proprietary, or trade secrets he learned while working with
Coral.
{¶ 4} Coral later filed a complaint against Patel in a Lake County, Illinois, court
alleging breach of the employment agreement and independent contractor agreement
between itself and Patel ("Lake County Case"). Coral alleged that Patel breached the
restrictive covenants prohibiting him from working for Coral's direct competitors, including
Calvary.
{¶ 5} Within the Lake County Case complaint, Coral named Calvary as a respondent
in discovery. This designation gave Coral the opportunity to conduct discovery to determine
whether Calvary should be named a defendant in the case. After a year of disputed
proceedings in which Calvary challenged the Illinois Court's personal jurisdiction over it, the
Illinois Court dismissed Calvary from the Lake County Case for lack of personal jurisdiction.
{¶ 6} Prior to Calvary being dismissed from the Lake County Case, Calvary had
initiated the current action for declaratory judgment against Coral in the Butler County Court
of Common Pleas, seeking a declaration that (1) Calvary was legally permitted to employ
Patel as an independent contractor; (2) Calvary did not commit any tortious conduct arising
from, or in connection with, the employment of Patel as an independent contractor; (3)
Calvary's employment of Coral's former employees did not violate noncompete and
confidentiality agreements Coral had with its employees; (4) Calvary's conduct associated
with Patel's employment did not cause any violation of the employment and independent -2- Butler CA2016-12-233
contractor agreements between Patel and Coral; and (5) Calvary had not received, benefited
from, or utilized any of Coral's confidential, proprietary, or trade secret information.
{¶ 7} Coral filed a motion to dismiss or stay the proceedings, and argued that the
issues raised in Calvary's declaratory judgment action were already pending before the
Illinois Court through the Lake County Case. Calvary had not been dismissed from the Lake
County Case as of this time. The trial court scheduled a conference with the parties on
October 20, 2016. However, on October 19, 2016, the trial court canceled the status
conference and granted Coral's motion to dismiss. Unbeknownst to the trial court, on
September 12, 2016, Calvary had been dismissed from the Lake County Case. The trial
court cited forum non conveniens as the reason for its dismissal.
{¶ 8} Calvary thereafter filed a motion to reinstate its declaratory judgment action
wherein it explained that the Illinois court dismissed it from the Lake County Case for lack of
personal jurisdiction. The trial court denied Calvary's motion to reinstate, stating that it found
the motion "not in proper order."1 Calvary now appeals the trial court's order, raising the
following assignments of error.
{¶ 9} Assignment of Error No. 1:
{¶ 10} THE TRIAL COURT ERRED BY GRANTING APPELLEE'S MOTION TO
STAY OR DISMISS.
{¶ 11} Calvary argues in its first assignment of error that the trial court erred by
granting Coral's motion to dismiss the declaratory judgment action.
{¶ 12} A declaratory judgment action provides a means by which parties can
eliminate uncertainty regarding their legal rights and obligations. Travelers Indemn. Co. v.
Cochrane, 155 Ohio St. 305 (1951). Declaratory judgment actions may be filed for the
1. The trial court may have taken issue with the Illinois court's entry, as it was handwritten. However, the entry is file stamped by the clerk, and contains the trial court's signature. -3- Butler CA2016-12-233
purposes of deciding an actual controversy. Mid-Am. Fire & Cas. Co. v. Heasley, 113 Ohio
St.3d 133, 2007-Ohio-1248, ¶ 9. Declaratory judgment statutes are to be construed liberally.
Davidson v. Brate, 44 Ohio App.2d 248 (12th Dist.1974).
{¶ 13} A trial court's decision regarding declaratory judgment actions is reviewed for
an abuse of discretion. Heasley. An abuse of discretion constitutes more than an error of
law or judgment; it requires a finding that the trial court acted arbitrarily, unreasonably, or
unconscionably. Lauver v. Ohio Valley Selective Harvesting, LLC, 12th Dist. Clermont No.
CA2016-11-076, 2017-Ohio-5777.
{¶ 14} A declaratory action is proper if (1) the action is within the scope of the
Declaratory Judgment Act, (2) a justiciable controversy exists between adverse parties, and
(3) speedy relief is necessary to preserve rights that may otherwise be impaired or lost.2
Freedom Rd. Found. v. Ohio Dept. of Liquor Control, 80 Ohio St.3d 202 (1997). There are
generally only two reasons for dismissing a complaint for declaratory judgment: (1) there is
no real controversy or justiciable issue between the parties, and (2) the declaratory judgment
will not terminate the uncertainty. Burchwell v. Warren Cty., 12th Dist. Warren No. CA2013-
09-079, 2014-Ohio-1892.
{¶ 15} The trial court never took into consideration whether the declaratory judgment
was valid at its inception, and did not address the rules of law stated above regarding when
declaratory judgment actions are proper or when they require dismissal. As such, we are
unable to review its decision to determine whether dismissal was proper.
{¶ 16} The trial court did not address its reasons for granting the motion to dismiss,
other than stating that the issues were better heard in the Illinois court according to the
2. The Declaratory Judgment Act allows any person whose rights, status, or other legal relations are affected by a contract to have determined any question of construction arising under such contract and obtain a declaration of rights, status, or other legal relations thereunder. R.C. 2721.03 -4- Butler CA2016-12-233
doctrine of forum non conveniens. The doctrine of forum non conveniens permits a court to
dismiss an action to further the ends of justice and to promote the convenience of the parties,
even though jurisdiction and venue are proper in the court chosen by the plaintiff. Chambers
v. Merrell-Dow Pharmaceuticals, Inc., 35 Ohio St.3d 123, 125 (1988).
{¶ 17} "A court faced with the situation of a prior case pending in another state now
has three options: (1) it can grant a stay in the Ohio proceedings pending the resolution of
the earlier action outside of Ohio, (2) it can go forward with the action in Ohio, or (3) it can
dismiss the case under the doctrine of forum non conveniens." In re Estate of Rush, 12th
Dist. Warren No. CA2013-10-103, 2014-Ohio-3293, ¶ 34.
{¶ 18} In determining whether dismissal on the basis of forum non conveniens is
proper, the trial court must consider the facts of each case, balancing the private interests of
the litigants and the public interest involving the courts and citizens of the forum state.
Chambers, 35 Ohio St.3d at 126-127. Important private interests include (1) the relative ease
of access to sources of proof, (2) availability of compulsory process for attendance of
unwilling witnesses, (3) the cost of obtaining attendance of willing witnesses, (4) the
possibility of a view of the premises, if appropriate, and (5) all other practical problems that
make trial of a case easy, expeditious, and inexpensive. Id. Important public interests
include (1) the administrative difficulties and delay to other litigants caused by congested
court calendars, (2) the imposition of jury duty upon the citizens of a community that has very
little relation to the litigation, (3) a local interest in having localized controversies decided at
home, and (4) the appropriateness of litigating a case in a forum familiar with the applicable
law. Id. at 27.
{¶ 19} The decision whether to grant a motion to dismiss on the basis of forum non
conveniens rests with the trial court's discretion, the exercise of which an appellate court may
-5- Butler CA2016-12-233
reverse only upon a showing of an abuse of that discretion. Id.
{¶ 20} The trial court did not address the doctrine of forum non conveniens specific to
weighing the balancing factors and the options available while a case was pending in another
court. Further complicating the matter and requiring the need for a full analysis is the fact
that there is currently no pending court case in which Calvary is a party. Thus, we are unable
to review the trial court's reasoning given there is no discussion of the balancing factors
relevant to the doctrine of forum non conveniens, nor any explanation how forum non
conveniens applies to the current case.
{¶ 21} Although some of the factors may weigh in favor of having the matter heard in
Illinois, such as judicial economy, the trial court did not engage in any analysis regarding
these factors.3 However, our role as an appellate court is to review the trial court's decision
for an abuse of discretion. We are unable to do so absent findings and analysis by the trial
court. We must, therefore, reverse the trial court's decision and remand. The trial court shall
offer an analysis of Calvary's request for declaratory judgment, including whether such is
appropriate and whether dismissal for forum non conveniens reasons is appropriate given the
dismissal of Calvary from the Lake County Case. Calvary's first assignment of error is
sustained.
{¶ 22} Assignment of Error No. 2:
{¶ 23} THE TRIAL COURT ERRED BY DENYING APPELLANT'S MOTION TO
REINSTATE [THE] CASE.
{¶ 24} Calvary argues in its second assignment of error that the trial court erred by
not granting its motion to reinstate its declaratory judgment action. Calvary's second
3. It may also be necessary for the trial court to address personal jurisdiction issues related to Coral, including whether jurisdiction and venue are proper in the Butler County Court of Common Pleas. However, this court makes no decisions or findings regarding the issues or merits of Calvary's request for declaratory judgment. -6- Butler CA2016-12-233
assignment of error is rendered moot given our determination that the trial court's decision
must be reversed and remanded.
{¶ 25} Judgment reversed, and the cause is hereby remanded so that the trial court
may issue a decision that addresses whether Calvary's declaratory action can proceed, or
must be dismissed, and what effect, if any, Calvary's dismissal from the Lake County Case
has on the application of forum non conveniens.
S. POWELL, P.J., and M. POWELL, J., concur.
-7-