[Cite as Cincinnati Ins. Co. v. Ohio Logistics, Ltd., 2025-Ohio-2830.]
IN THE COURT OF APPEALS OF OHIO THIRD APPELLATE DISTRICT SENECA COUNTY
THE CINCINNATI INSURANCE COMPANY, CASE NO. 13-25-05 PLAINTIFF-APPELLANT,
v.
OHIO LOGISTICS, LTD., ET AL. OPINION AND JUDGMENT ENTRY DEFENDANTS-APPELLEES.
Appeal from Seneca County Common Pleas Court Trial Court No. 23 CV 0173
Judgment Affirmed and Cause Remanded
Date of Decision: August 11, 2025
APPEARANCES:
Michael M. Neltner for Appellant
Susan Petro for Appellee CGreen LLG
Paul R. Bonfiglio for Appellee LCP Group, Inc. Case No. 13-25-05
WALDICK, P.J.
{¶1} Plaintiff-appellant, Cincinnati Insurance Company (“CIC”), brings this
appeal from the January 10, 2025 judgment of the Seneca County Common Pleas
Court dismissing CIC’s complaint for a declaratory judgment due to lack of personal
jurisdiction over two out-of-state defendants. For the reasons that follow, we affirm
the judgment of the trial court, but remand for further proceedings.
Background
{¶2} This case stems from a construction accident that occurred in New
York.
{¶3} Horseheads Real Property, LLC. (“Horseheads”), is the owner of real
property in New York. Horseheads is a Delaware limited liability company with its
principal place of business in Horseheads, New York.
{¶4} In March of 2022, Horseheads entered into a contract with Clouse
Construction Corp. (“Clouse”) wherein Clouse would be a general contractor for
the construction of a 461,000 square foot warehouse in New York. Clouse is a
construction company with its principal place of business in Seneca County, Ohio.
Clouse obtained insurance from CIC, which has its principal place of business in
Fairfield, Ohio. As part of the contract, Horseheads and Clouse agreed that any
disputes would be litigated in New York State Supreme Court, Chemung County,
or in U.S. District Court for the Northern District of New York. -2- Case No. 13-25-05
{¶5} Clouse subsequently entered into a contract with defendant-appellee
CGreen, LLC (“CGreen”), to provide construction and project management
services, including the retention of subcontractors, for the warehouse.1 Afterward,
CGreen entered into a contract with Quantum Impact Steel, LLC (“Quantum”) for
the erection of the warehouse. Horseheads separately entered into a contract with
Quantum to supply the pre-engineered metal building that would become the
warehouse.
{¶6} A New York resident named Skylar Butters was an employee of
Quantum. In July of 2022, Butters was injured on the project site when a 129,600
square foot section of the partially-erected building collapsed. Butters filed a tort
action in Chemung County, New York, against Horseheads, Clouse, and another
general contractor on the project, defendant-appellee LCP Group, Inc. (“LCP”).
LCP is a New York limited liability company with its principal place of business in
New York. Butters alleged that the defendants, inter alia, negligently failed to
provide a safe place to work.
{¶7} Horseheads also filed an action in Chemung County, New York,
naming Clouse as the defendant. Horseheads alleged, inter alia, that Clouse was
negligent and that Clouse was in breach of contract. Further, Horseheads alleged
that pursuant to contract, Clouse was exclusively responsible for the supervision and
1 CGreen was insured by defendant Selective Insurance Company.
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coordination of construction on the site, thus Horseheads sought common law
indemnification from Clouse.
{¶8} On October 30, 2023, CIC filed an amended complaint for declaratory
judgment in Seneca County, Ohio, against Horseheads, Quantum, CGreen, Butters,
Clouse, LCP, Selective Insurance, and Ohio Logistics, Ltd. (“OLL”). CIC indicated
that they were naming all eight of the defendants in the declaratory judgment action
to preclude any future argument that a declaration from the trial court had no
application to the defendants in accordance with the Supreme Court of Ohio’s
holding in Estate of Heintzelman v. Air Experts, Inc, 2010-Ohio-3264.
{¶9} In its amended complaint, CIC sought, inter alia, a declaration that it
had no obligation to provide insurance coverage to OLL or HRP as a result of
Clouse’s work for OLL and HRP because those entities did not qualify as “insureds”
under the CIC insurance or umbrella contracts. CIC sought a declaration that OLL
and HRP were not entitled to “additional insured” coverage.
{¶10} Two of the defendants, CGreen and LCP, filed motions alleging that
the Seneca County Common Pleas Court did not have personal jurisdiction over
them.2 CGreen filed a Civ.R. 12(B)(2) motion to dismiss for lack of personal
jurisdiction, supported by an affidavit of member/manager Christina Pierce. LCP
filed a “motion for summary judgment” arguing that it had no ties whatsoever to
2 The remaining parties did not file motions challenging personal jurisdiction.
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Ohio and thus the Seneca County Common Pleas Court lacked personal jurisdiction.
LCP’s motion was supported by the affidavit of Christina Pierce, who was the
president of that company.3 CIC opposed both motions.
{¶11} On June 3, 2024, a magistrate filed a decision on the matter,
determining that it lacked personal jurisdiction over LCP and CGreen. The
magistrate granted LCP and CGreen’s motions, and dismissed the complaint with
prejudice.
{¶12} CIC filed objections to the magistrate’s decision and the trial court
held a hearing on those objections on September 18, 2024.
{¶13} On January 10, 2025, the trial court filed a judgment entry overruling
CIC’s objections. The trial court granted CGreen and LCP’s motions, and dismissed
CIC’s complaint with prejudice. CIC now brings the instant appeal, asserting the
following assignments of error for our review.
First Assignment of Error
The Trial Court erred in granting the Defendant/Appellee LCP Group, Inc. (“LCP”)’s Motion for Summary Judgment when it ruled that the Court did not have personal jurisdiction over LCP and simultaneously granted Cgreen, LLC (“Cgreen”)’s Motion to Dismiss.
3 Notably, LCP’s motion for summary judgment was not the proper “procedural vehicle” to move for dismissal due to lack of personal jurisdiction; however, as the motion for summary judgment was filed by LCP before a responsive pleading, there is little functional difference in the case sub judice between an improperly styled “motion for summary judgment” due to lack of personal jurisdiction and a motion to dismiss for lack of personal jurisdiction. See Ashton Park Apts., Ltd. V. Carlton-Naumann Constr., Inc., 2009-Ohio-6335, ¶ 11 (6th Dist.) (holding that while summary judgment was the improper vehicle for a motion to dismiss for lack of personal jurisdiction, an order dismissing a complaint for lack of personal jurisdiction was still proper).
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Second Assignment of Error
The Trial Court erred in dismissing the entire case when it was solely presented motions for personal jurisdiction by two of the eight Defendants.
Third Assignment of Error
The Trial Court erred in dismissing CIC’s Amended Complaint with prejudice when it did not address subject matter jurisdiction in its Decision, nor was any issue of subject matter jurisdiction before the Court.
{¶14} In CIC’s first assignment of error, CIC argues that the trial court erred
by determining that it lacked personal jurisdiction over defendants LCP and
CGreen.
Standard of Review
{¶15} “Personal jurisdiction is a question of law that appellate courts review
de novo.”4 Kauffman Racing Equip., L.L.C. v. Roberts, 2010-Ohio-2551, ¶ 27.
When a defendant files a Civ.R. 12(B)(2) motion to dismiss for lack of personal
jurisdiction, the plaintiff bears the burden of establishing that the trial court has
4 We are aware that the trial court granted “summary judgment” in favor of LCP group. Again, summary judgment was not the proper vehicle for challenging personal jurisdiction. See Ashton Park at ¶ 11. Nevertheless, both summary judgment and a motion to dismiss would warrant de novo review by this Court. The result before us would be the same whether we applied the “summary judgment” standard, or the standard for a motion to dismiss for personal jurisdiction.
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personal jurisdiction over the defendant. Id., citing Fallang v. Hickey, 40 Ohio St.3d
106, 107 (1988).
Relevant Authority
{¶16} “‘This Court applies a two-part inquiry when deciding whether an out-
of-state defendant is subject to personal jurisdiction in an Ohio Court.’” Doors On-
Line v. Chandra, 2023-Ohio-2018, ¶ 14 (3d Dist.), quoting Magnum Asset
Acquisition, LLC v. Green Energy Techs., LLC, 2022-Ohio-2247, ¶ 7 (9th Dist.).
First, we must determine whether the defendant’s conduct falls within Ohio’s long-
arm statute, R.C. 2307.382, or the applicable civil rule, Civ.R. 4.3. Id. If the statute
or rule is satisfied, we must then consider whether the assertion of jurisdiction over
the nonresident defendant would deprive the defendant of due process. Id.
{¶17} The determination of whether an Ohio court has personal jurisdiction
over a nonresident defendant, depends on “(1) whether R.C. 2307.382(A), Ohio’s
long-arm statute, and Civ.R. 4.3 permit the court to assert personal jurisdiction; and,
if so, (2) whether bringing the defendant within the jurisdiction of the Ohio courts
would violate traditional notions of fair play and substantial justice under the Due
Process Clause.” Wedemeyer v. U.S.S. F.D.R. (CV-42) Reunion Assoc., 2010-Ohio-
1502, ¶ 38 (3d Dist.). “Ohio's long-arm statute, R.C. 2307.382, outlines specific
activities that allow Ohio courts to exert personal jurisdiction over a nonresident
defendant.” Id. at ¶ 39. For example, “‘R.C. 2307.382 and Civ.R. 4.3(A) allow Ohio
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courts to exercise jurisdiction over nonresident defendants in causes of action
arising from several enumerated circumstances,’ including a nonresident’s
‘[t]ransacting any business in this state.’” Figley v. Ivex Protective Packaging, Inc.,
2016-Ohio-3501, ¶ 18 (3d Dist.), quoting Cincinnati Equine v. Sandringham Farm,
2016-Ohio-803, ¶ 12 (1st Dist.), and citing R.C. 2307.382(A)(1) and Civ.R.
4.3(A)(1).
{¶18} “The Ohio Supreme Court has recognized ‘transacting any business’
as ‘a broad statement of jurisdiction’ and questions concerning the application of
R.C. 2307.382(A)(1) are resolved upon ‘highly particularized fact situations, thus
rendering any generalization unwarranted.’” Magnum, supra, at ¶ 9, quoting U.S.
Sprint Communications Co. Ltd. Partnership v. Mr. K's Foods, Inc., 68 Ohio St.3d
181, 185 (1994). “Thus, a court must determine, case-by-case, whether a
nonresident is transacting business in the state of Ohio.” Id., quoting U.S. Sprint at
185.
{¶19} “[T]he term ‘transact’ as utilized in the phrase ‘transacting any
business’ means ‘to carry on business’ and ‘to have dealings’ and is broader than
the word ‘contract.’” Magnum at ¶ 10, quoting Morgan Adhesives Co. v. Sonicor
Instrument Corp., 107 Ohio App.3d 327, 332 (9th Dist.1995). “Therefore, the term
encompasses more than just the creation of a contract and can include business
negotiations.” Ashton Park Apts., Ltd. v. Carlton-Naumann Constr., Inc., 2009-
Ohio-6335, ¶ 15 (6th Dist.). Furthermore, ‘[t]ransacting business in Ohio does not
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require the nonresident party to have a physical presence in Ohio.’” Magnum at ¶
10, quoting MJM Holdings Inc. v. Sims, 2019-Ohio-514, ¶ 14 (9th Dist.). “One
factor that may be considered, but is not determinative as to transacting business, is
whether the nonresident initiated the business dealing.” Id.
{¶20} “If it is determined that the defendant is subject to Ohio’s long-arm
statute, we proceed to ask whether the assertion of personal jurisdiction by an Ohio
court comports with the Due Process Clause of the Fourteenth Amendment.” Id. at
¶ 11. “In order to comport with the due process requirement, a defendant must ‘have
certain minimum contacts with [the forum state] such that the maintenance of the
suit does not offend “traditional notions of fair play and substantial justice.”’”
Magnum at ¶ 12, quoting Internatl. Shoe Co. v. Washington, 326 U.S. 310, 316
(1945), quoting Milliken v. Meyer, 311 U.S. 457, 463 (1940). However, if a court
decides that jurisdiction is improper under Ohio’s long-arm statute, it need not
address whether due-process requirements have been met. Figley, supra at ¶ 17.
Analysis {¶21} We begin our analysis with a review of the trial court’s final judgment
entry, which CIC argues is fundamentally flawed. In determining that it lacked
personal jurisdiction over CGreen and LCP, the trial court reasoned as follows:
[T]his Court must first determine whether CGreen and LCP are entities subject to the personal jurisdiction of this Court, and it is clear that they are not.
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CIC argues that CGreen and LCP have subjected themselves to Ohio’s long-arm jurisdiction by, essentially, working with Clouse (who is based in Ohio), who joined an out-of-state project already in process and sending invoices and/or receiving payments to Clouse’s main office in Ohio. CIC also seems to argue that because its contract with Clouse may somehow benefit CGreen and LCP, that CGreen and LCP are somehow involuntarily being forced into Ohio’s long-arm jurisdiction. However, there is no evidence or even allegations of any contractual privity between CIC and CGreen or LCP. Neither have voluntarily availed themselves of any benefits in Ohio.
[Trial court discusses and distinguishes case law cited by CIC]
. . . In this case, the out-of-state defendants were thrust into business with Clouse when Clouse placed bids in New York, and became a contractor in a project in which the out-of-state defendants were already involved. A reading of the facts of [the cases discussed by the trial court], when placing Clouse as the out-of-state defendant, makes a compelling argument for proper jurisdiction within New York state.
Preservation of this case in Ohio violates the due process rights of CGreen and LCP. Under the facts of this case, the acts of the [sic] CGreen or LCP, or consequences caused by CGreen or LCP do not have a substantial enough connection with Ohio to make its exercise of jurisdiction over them fundamentally fair. Each of these Defendants necessarily worked with Clouse because Clouse was injected, through no action or omission of either CGreen or LCP, into a construction project in New York state. Neither CGreen nor LCP could reasonably contemplate that the insurance company for Clouse would pull them into an Ohio forum because as admitted and argued by CIC, the law of Ohio is potentially more favorable to CIC than the law of New York.
(Doc. No. 94).
{¶22} CIC contends that there are numerous issues with the trial court’s
analysis. CIC argues that all that is required to subject CGreen/LCP to Ohio
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jurisdiction is for them to conduct “any” business in Ohio, and that the defendants
did that by working with Clouse on the New York project. CIC argues that there
was correspondence, payments, and business negotiations over seven months in
2023 between defendants and Clouse, which should satisfy R.C. 2307.382 and/or
Civ.R. 4.3. CIC also argues that CGreen received payments that were sent from
Clouse’s Ohio office to New York.
{¶23} CIC contends that the case sub judice is nearly identical to our prior
decision in Schnippel Construction, Inc. v. Kreps, 2002-Ohio-668 (3d Dist.),
wherein we determined that a trial court had personal jurisdiction over a non-
resident subcontractor. In our prior case, Kreps was an Indiana company that was
hired by Schnippel, an Ohio corporation, to work on apartments in Indiana. Kreps
submitted its bid to Schnippel in Ohio and was required to submit progress reports
to Schnippel in Ohio. Kreps owed a duty of performance to Schnippel. We
determined that these facts supported an Ohio court exercising personal jurisdiction
over the non-resident defendant.
{¶24} As noted by appellees, there is a critical distinction between this case
and the Kreps decision. CIC is not a general contractor; rather, Clouse is the general
contractor. Clouse was the entity that had some contact with CGreen and/or LCP.
CIC, Clouse’s insurance company, had no contact with CGreen or LCP. There is no
evidence that CIC contracted with either of the defendants or that CIC had any direct
communications with the defendants. CIC is a step removed from the parties in
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Kreps, where there was a direct contractual dispute between a contractor and a
subcontractor, not a subcontractor and the insurance company for the general
contractor.
{¶25} There are other important distinctions between this case and Kreps.
For example, Kreps was an appeal of a denial of a Civ.R. 60 motion, not the grant
or denial of a motion to dismiss for lack of jurisdiction. In addition, in this case,
Horseheads solicited CGreen’s participation and bid in New York, then directed
CGreen to provide its bid to Clouse nearly a year after CGreen started working on
the project in New York.
{¶26} Moreover, the type of contacts that occurred between Clouse (again,
not CIC) and defendants included routine “commercial contacts” that Ohio
Appellate Courts have indicated are not purposefully directed at Ohio. See LaFarge
N. Am., Inc. v. Forbes, 2008-Ohio-5864, ¶ 23 (11th Dist.); Fritz Rumer Cooke Co.
v. Todd & Sargent, 2001 WL 102267, *2 (10th Dist. 2001) (“a finding of minimum
contacts does not simply require facts showing ‘some contacts’ but, instead, requires
facts demonstrating ‘substantial’ connections, ‘continuing’ obligations, or
‘significant’ activities.”). Here, when looking at Clouse—again, not CIC—and
defendants, there are “some contacts.” But the contacts were minimal and directed
generally to New York rather than to Ohio.
{¶27} It is important to emphasize that CGreen and LCP are not registered
or licensed in Ohio. They have no business locations in Ohio. They have not done
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any work in Ohio, and they have no assets in Ohio. In this case CGreen and LCP
were contracted to work on a New York project in New York. Horseheads was the
entity that originally brought Clouse to New York, and it was Horseheads that
directed CGreen to send a proposal to Clouse’s office in Ohio. After a review of all
the evidence and the cases cited by the parties5, we find that Clouse has not
established that its conduct falls within the ambit of Ohio’s long-arm statute, R.C.
2307.382, or the applicable civil rule, Civ.R. 4.3, particularly given that the
injury/accident occurred in New York.
{¶28} However, even if we did determine that CIC had satisfied the
requirements for long-arm jurisdiction under R.C. 2307.382 or Civ.R. 4.3, we would
still have to proceed to analyze whether proceeding with this case in Ohio would
violate the due process rights of LCP and CGreen. The trial court determined that,
in addition to not meeting the requirements of the statute and civil rule:
“Preservation of this case in Ohio violates the due process rights of CGreen and
LCP.” We agree with the trial court on this separate point as well.
{¶29} Again, defendants are not licensed to do business in Ohio. They do not
have an Ohio office. They did not solicit business from Ohio. All the work in this
project was done in New York. The underlying tort claim was in New York. Plus,
5 CIC cites numerous cases in its brief in support of its position such as Kentucky Oaks Mall Co. v. Mitchell's Formal Wear, Inc., 53 Ohio St.3d 73 (1990). Questions related to personal jurisdiction, minimum contacts, and transacting “any” business are inherently fact-based questions that require a case-by-case determination. U.S. Sprint Communications Co. Partnership v. Mr. K's Foods, Inc., 68 Ohio St.3d 181, 185 (1994). Kentucky Oaks for example has immediately distinguishable facts in that, like Schnippel, it involved the direct parties to a contract. Further, there were payments directed to Ohio in Kentucky Oaks.
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Clouse’s contract had a provision indicating any disputes would be litigated in New
York, whether in state or federal court. It seems fundamentally unfair to require two
defendants who have almost no connection to Ohio to appear and defend an action
that they could not have reasonably anticipated being in an Ohio court. See Doors
On-Line v. Chandra, 2023-Ohio-2018 (3d Dist.). For all of these reasons, CIC’s first
assignment of error is overruled.
{¶30} In CIC’s second assignment of error, CIC contends that the trial court
erred by dismissing the “entire case” when the trial court was solely presented
motions related to personal jurisdiction by two of the eight named defendants.
Analysis
{¶31} In the trial court’s final entry, the trial court stated that “CIC’s
Amended Complaint, filed on October 30, 2023 is DISMISSED WITH
PREJUDICE.” (Emphasis sic.)
{¶32} Notably, after the trial court filed its final entry, CIC filed a “motion
for clarification” seeking to have the trial court indicate whether it actually meant
the entire complaint was dismissed, including the counts against the six defendants
who did not move for dismissal of the complaint. However, before the trial court
could respond to the motion for clarification, CIC filed a notice of appeal and the
trial court indicated it was divested of jurisdiction.
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{¶33} We agree with CIC that the trial court needs to clarify its position
regarding the other defendants who did not move for dismissal of this case. As the
trial court conducted no analysis related to the other defendants in its final judgment
entry, we presume the trial court only meant to dismiss the complaint against the
specific defendants discussed herein. However, to the extent that the trial court
dismissed the entire action, we would find that it is erroneous, at least inasmuch as
the other defendants have not moved for dismissal and there is no analysis indicating
this case cannot proceed without LCP and CGreen.
{¶34} Nevertheless, we emphasize that any error by the trial court does not
impact LCP or CGreen. Thus we sustain CIC’s second assignment of error, but only
as it relates to the defendants other than CGreen and LCP.
{¶35} In its third assignment of error, CIC argues that the trial court erred by
dismissing the matter on the basis of “subject matter jurisdiction.” However, as
noted by the appellees, after a plain reading of the trial court’s judgment entry, the
only mention of subject matter jurisdiction by the trial court was when the trial court
was reciting the background of the case. The trial court quoted the magistrate’s
decision, wherein the magistrate made a finding related to subject matter
jurisdiction. After the trial court recited the procedural history of the case, the trial
court moved to its “law and application” section, wherein subject matter jurisdiction
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was not mentioned and was not the basis of any finding leading to dismissal. As the
trial court did not make any specific finding regarding subject matter jurisdiction,
CIC’s assignment of error is overruled.
Conclusion
{¶36} Having found no error prejudicial to CIC with respect to defendants-
appellees CGreen and LCP, CIC’s assignments of error are overruled. However, this
cause is remanded for the trial court to continue the case against the remaining
defendants.
ZIMMERMAN and WILLAMOWSKI, J.J., concur.
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JUDGMENT ENTRY
For the reasons stated in the opinion of this Court, the assignments of error
are overruled and it is the judgment and order of this Court that the judgment of the
trial court is affirmed with costs assessed to Appellant for which judgment is hereby
rendered. The cause is hereby remanded to the trial court for further proceedings
and execution of the judgment for costs.
It is further ordered that the Clerk of this Court certify a copy of this Court’s
judgment entry and opinion to the trial court as the mandate prescribed by App.R.
27; and serve a copy of this Court’s judgment entry and opinion on each party to the
proceedings and note the date of service in the docket. See App.R. 30.
Juergen A. Waldick, Judge
William R. Zimmerman, Judge
John R. Willamowski, Judge
DATED: /jlm
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