[Cite as Toth v. Rocket Mtge., L.L.C., 2026-Ohio-926.]
COURT OF APPEALS OF OHIO
EIGHTH APPELLATE DISTRICT COUNTY OF CUYAHOGA
CATHERINE D. TOTH, :
Plaintiff-Appellant, : No. 114901 v. :
ROCKET MORTGAGE, LLC, :
Defendant-Appellee. :
JOURNAL ENTRY AND OPINION
JUDGMENT: REVERSED AND REMANDED RELEASED AND JOURNALIZED: March 19, 2026
Civil Appeal from the Cuyahoga County Court of Common Pleas Case No. CV-24-992357
Appearances:
Employment Law Partners, LLC, Kami D. Brauer, and Stuart G. Torch, for appellant.
Frost Brown Todd LLP, and Matthew C. Blickensderfer; Vernum, LLP; Varnum LLP, Maureen Rouse-Ayoub, and Neil E. Youngdahl, pro hac vice, for appellee.
Law Offices of John C. Camillus, LLC, and John C. Camillus, for amicus curiae Ohio Employment Lawyers Association. LISA B. FORBES, P.J.:
Plaintiff-appellant Catherine D. Toth (“Toth”) appeals from a
decision of the Cuyahoga County Court of Common Pleas granting defendant-
appellee Rocket Mortgage, LLC’s (“Rocket Mortgage”) motion for summary
judgment on the grounds that Toth’s employment-discrimination claim was time-
barred by a one-year statute of limitations that Toth had agreed to in her
employment contract with Rocket Mortgage. After a thorough review of the law and
the facts of this case, we reverse the trial court’s decision and remand for further
proceedings.
I. Background and Procedural History
A. Toth’s Complaint
On February 6, 2024, Toth filed a civil complaint against Rocket
Mortgage pursuant to R.C. 4112.052, alleging sexual discrimination and retaliation
in violation of the civil-rights protections set forth in R.C. 4112.02. Toth alleged that
she was employed by Rocket Mortgage as a fair lending officer and that the conduct
giving rise to her claims occurred between October 31, 2020, and September 23,
2021.
It is undisputed that Toth worked for Rocket Mortgage from her
home in Cleveland, Ohio during this period of time. It is also undisputed that Rocket
Mortgage is headquartered in Detroit, Michigan. Toth alleged in her complaint that
the company maintains a principal place of business in Cleveland, Ohio, and that she would have been required to report to the Cleveland office if in-person work had
been necessary.
Toth alleged that she identifies as a lesbian and that her supervisor
was aware of her sexual orientation. She further alleged that, during her
employment, she complained to Rocket Mortgage’s Human Resources Department
regarding discrimination she and others experienced based on sex and sexual
orientation. Toth claimed that Rocket Mortgage unlawfully terminated her
employment on September 23, 2021, in retaliation for these complaints. She also
alleged that following her termination, Rocket Mortgage harassed her by pressuring
her to prematurely sign a severance agreement.
Toth further alleged that she exhausted all required administrative
remedies under R.C. Ch. 4112 prior to filing the lawsuit. Specifically, she asserted
that she filed a discrimination charge with the Ohio Civil Rights Commission
(“OCRC”) on May 31, 2023, and that the charge remained pending until the OCRC
issued a notice of right to sue on October 26, 2023.
B. Rocket Mortgage’s Dispositive Motion
Rather than file an answer to the complaint, Rocket Mortgage filed a
“motion to dismiss and/or for summary judgment” on April 8, 2024. Rocket
Mortgage sought dismissal of Toth’s case under Civ.R. 12(B)(6) for failure to state a
claim upon which relief may be granted and, in the alternative, for improper venue
under Civ.R. 12(B)(3). Acknowledging that its motion presented evidence beyond the pleadings, Rocket Mortgage requested that the court treat its motion as a motion
for summary judgment under Civ.R. 56.
Rocket Mortgage attached to its motion an affidavit of Amy Bishop
(“Bishop”), Toth’s supervisor during her time at Rocket Mortgage. In her affidavit,
Bishop attested that she worked at Rocket Mortgage’s Detroit location and that
when Toth was hired in May 2020, she was hired to work in Rocket Mortgage’s
Detroit location. Bishop attached to her affidavit Toth’s offer letter, which states
that Toth will be working in the Detroit location. Bishop attested that at the time of
Toth’s hiring, all employees were required to work remotely because of health and
safety reasons. Bishop further attested that she was part of the decision to both hire
and fire Toth and that all employees who were part of the decision to fire Toth were
also employees of the Detroit office. Bishop attested that had “Toth continued in her
employment, it was discussed that her position would include regular visits to
Rocket Mortgage’s Detroit office when Rocket Mortgage’s employees returned to in
office work.” Bishop attached a copy of the employment agreement (“Employment
Agreement”) signed by Toth and Rocket Mortgage.
In support of its motion, Rocket Mortgage argued that Toth had
entered into an employment contract with Rocket Mortgage in which Toth had
agreed to a Michigan choice-of-law provision and also a one-year statute of
limitations on any legal claim against the company. Rocket Mortgage argued that
Toth had filed her discrimination claims over two years after she was fired, and, therefore, her claims were time-barred by the one-year statute of limitations agreed
upon in her contract.
In support of its dispositive motion, Rocket Mortgage also argued that
Toth had agreed that any potential claim brought against the company would be
litigated in the county in which she was employed and that Toth was employed in
Wayne County, Michigan where Detroit is located.
Toth opposed the motion for summary judgment. In doing so, Toth
did not dispute any of the materials presented by Rocket Mortgage in support of its
motion, however she did dispute Rocket Mortgage’s legal defenses. Specifically, she
argued that Michigan law does not apply to her claims under R.C. Ch. 4112, that the
two-year statute of limitations within R.C. Ch. 4112 is a substantive right that cannot
be waived or shortened by an employment contract, and that her claims were timely
and appropriately brought under Ohio law because, according to Toth, that is where
her injury accrued. She also argued that venue in Cuyahoga County is appropriate
under the terms of the parties’ Employment Agreement because she was employed
by, and worked for, Rocket Mortgage in Cuyahoga County.
The parties do not dispute that, pertinent to this appeal, Section 9 of
Toth’s Employment Agreement, which is titled “Law, Limitation, & Venue,” in
relevant part states:
9.1 Applicable Law. This Agreement shall be construed in accordance with the laws of the State of Michigan, without giving effect to any conflict of law principles. 9.2 Limitation Period and Venue. You must assert any claim against the Company or its current or former employees, officers, owners, or agents, within 1 year after your claim arises or within the applicable statutory limitations period provided by law, whichever occurs first. Your failure to do so shall act as a bar to any claim that you may have. Claims must be asserted in the state court located in, or the federal court that has jurisdiction over, the county in which you are or were employed by the Company.
On February 11, 2025, the court granted Rocket Mortgage’s motion
for summary judgment, stating:
Pursuant to the contract, the statute of limitations in this action is one year from when the claim arose. The claim arose September 23, 2021 and the complaint was filed on February 6, 2024. Therefore, the one- year statute of limitations had expired.
The trial court did not address Rocket Mortgage’s alternative ground for dismissal
based on improper venue.
Toth appeals from the trial court’s judgment, raising the following
three assignments of error:
I. The trial court erred by granting Defendant-Appellee Rocket Mortgage’s motion to dismiss and/or for summary judgment, finding that Appellant Toth’s R.C. 4112 claims were time-barred pursuant to a 1-year contractual statute of limitations provision, when:
(a) The statute of limitations within Chapter 4112 is a substantive right that cannot be waived or shortened by contract in advance by employees;
(b) Ms. Toth timely filed her R.C. 4112 claims within the applicable 2-year statute of limitations; and
(c) Michigan law, which permits the shortening of a statute of limitations by contract, does not apply to Ms. Toth’s claims under Chapter 4112.
II. Additionally, contrary to Rocket Mortgage, Ms. Toth’s claims cannot be dismissed based on venue because Cuyahoga County is the appropriate venue under the terms of the parties’ Employment Agreement as Ms. Toth was employed by and worked for Rocket Mortgage in Cuyahoga County. Further, under Ohio’s civil rules, dismissal is not the appropriate remedy for a matter not properly venued.
III. The trial court abused its discretion by denying Ms. Toth’s motion to strike, and/or motion for leave to file a Sur-reply, addressing an argument raised by Rocket Mortgage for the first time in its Reply brief, that a discrimination claim based on sexual orientation is not cognizable under R.C. 4112.
II. Law and Analysis
A. Standard of Review
The trial court treated Rocket Mortgage’s motion to dismiss and/or
for summary judgment as a motion for summary judgment, which neither party
disputes. We review summary judgment rulings de novo, applying the same
standard as the trial court. Grafton v. Ohio Edison Co., 77 Ohio St.3d 102, 105
(1996). Under Civ.R. 56, summary judgment is appropriate when no genuine issue
exists as to any material fact and, viewing the evidence most strongly in favor of the
nonmoving party, reasonable minds can reach only one conclusion that is adverse
to the nonmoving party, entitling the moving party to judgment as a matter of law.
Id. On a motion for summary judgment, the moving party carries an initial burden
of identifying specific facts in the record that demonstrate his or her entitlement to
summary judgment. Dresher v. Burt, 75 Ohio St.3d 280, 292-293 (1996). A fact is
material if it “‘might affect the outcome of the suit under the governing law’ of the
case.” Oko v. Cleveland Div. of Police, 2021-Ohio-2931, ¶ 23 (8th Dist.), quoting
Turner v. Turner, 67 Ohio St.3d 337, 340 (1993). “A factual dispute is ‘genuine’ only if ‘it allows reasonable minds to return a verdict for the nonmoving party.’”
Huntington Natl. Bank v. Blount, 2013-Ohio-3128, ¶ 32 (8th Dist.), quoting Sysco
Food Servs. v. Titan Devs., 1995 Ohio App. LEXIS 4762, *7 (9th Dist. Oct. 25, 1995).
B. Choice of Law Directs Statute-of-Limitations Analysis
In granting summary judgment in favor of Rocket Mortgage, the trial
court held that Toth’s claims for employment discrimination and retaliation were
time-barred because they were not brought within one-year after her claims arose,
as required under the terms of her Employment Agreement. Before reaching this
conclusion, the trial court made no determination as to what law — Michigan or
Ohio — applies to Toth’s substantive tort claims. Since the enforceability of the
statute-of-limitations provision in the contract is informed by which state’s
substantive law applies, we reverse the trial court’s decision and remand for further
proceedings to determine whether Ohio or Michigan’s civil-rights laws apply to
Toth’s discrimination and retaliation claims, and whether a one-year contractual
statute of limitations is enforceable under that state’s statutes.
“A choice-of-law clause is ‘[a] contractual provision by which the
parties designate the jurisdiction whose law will govern any disputes that may arise
between the parties.’” Desantis v. Lara, 2009-Ohio-2570, ¶ 19 (1st Dist.) “The
governing principle in contract interpretation is to give effect to the intent of the
parties, and we presume that the intent of the parties is reflected in the plain
language of the contract.” Lubrizol Advanced Materials, Inc. v. Natl. Union Fire
Ins. Co., 2020-Ohio-1579, ¶ 9, citing Westfield Ins. Co. v. Galatis, , 2003-Ohio-5849, ¶ 11. “‘When the language of a written contract is clear, a court may look no further
than the writing itself to find the intent of the parties.’” Id., quoting Sunoco, Inc.
(R&M) v. Toledo Edison Co., 2011-Ohio-2720, ¶ 37.
As noted, Section 9.1 of Toth’s Employment Agreement contains a
choice-of-law clause stating: “This Agreement shall be construed in accordance with
the laws of the State of Michigan, without giving effect to any conflict of law
principles.”
The plain language of Section 9.1 limits the application of Michigan
law to “[t]his agreement.” By its terms, this choice-of-law provision is narrow.
Section 9.1 applies Michigan law to claims relating to interpretation or alleged
breach of the agreement itself, but does not evidence an intent to subject tort claims
or other types of claims between the parties to Michigan law. See, e.g., Live Cryo,
L.L.C. v. CryoUSA Import & Sales, L.L.C., 2017 U.S. Dist. LEXIS 149850, *11-12
(E.D. Mich. 2017) (choice-of-law clause providing “[t]his Agreement is governed by
the laws of the State of Texas” was limited to contract claims and did not include tort
claims); see also In re E.I. du Pont de Nemours & Co. C-8 Personal Injury
Litigation, 316 F. Supp. 3d 1021, 1028 (S.D. Ohio 2015) (A choice-of-law provision
applying to “this agreement” governs only breach-of-contract claims, not claims
arising outside the agreement’s terms, such as tort claims.); see also Bentley v.
Equity Trust Co., 2015-Ohio-4735, ¶ 18 (9th Dist.), citing Isaac v. Alabanza Corp.,
2007-Ohio-1396, ¶ 16 (7th Dist.) Under both Michigan and Ohio law, claims based
on an unlawful discriminatory practice relating to employment are tort claims. See also R.C. 2315.18(A)(7) (defining a “tort action” to mean “a civil action for damages
for injury or loss to person or property” and noting that this definition includes “a
civil action based on an unlawful discriminatory practice relating to employment
brought under section 4112.052 of the Revised Code”); see also Phillips v. Butterball
Farms Co., 448 Mich. 239, 248-249 (1995) (recognizing that employment-
discrimination claims sound in tort). They are not contract claims.
“In resolving a conflict of law, the forum court applies the choice-of-
law rules of its own state.” Estate of Sample v. Xenos Christian Fellowship, Inc.,
2019-Ohio-5439, ¶ 17 (10th Dist.). The Ohio Supreme Court instructed trial courts
to apply the 1 Restatement of the Law 2d, Conflict of Laws, § 145 (1971), to resolve
choice-of-law questions involving tort claims. See Scott Fetzer Co. v. Am. Home
Assur. Co., 2023-Ohio-3921, ¶ 17. Pursuant to Section 145, “a presumption is
created that the law of the place of the injury controls unless another jurisdiction
has a more significant relationship to the lawsuit.” Morgan v. Biro Mfg. Co., 15 Ohio
St.3d 339, 342 (1984). “To determine the state with the most significant
relationship, a court must then proceed to consider the general principles set forth
in Section 145.” Id.
Section 145(1) of the Restatement provides:
(1) The rights and liabilities of the parties with respect to an issue in tort are determined by the local law of the state which, with respect to that issue, has the most significant relationship to the occurrence and the parties under the principles stated in § 6.[1]
1 Section 6 of the Restatement, “Choice-of-Law Principles,” lists general principles
for choice-of-law analyses. It provides: (2) Contacts to be taken into account in applying the principles of § 6 to determine the law applicable to an issue include:
(a) the place where the injury occurred,
(b) the place where the conduct causing the injury occurred,
(c) the domicile, residence, nationality, place of incorporation and place of business of the parties, and
(d) the place where the relationship, if any, between the parties is centered.
These contacts are to be evaluated according to their relative importance with respect to the particular issue.
1 Restatement, § 145, at 414.
In this case, the trial court failed to conduct a choice-of-law analysis
to determine whether Toth’s statutory employment-discrimination claims were
properly brought under R.C. 4112.052 or instead governed by Michigan’s analogous
employment-discrimination statute. The trial court’s failure to perform this analysis
is significant. Without this threshold determination, the trial court could not
(1) A court, subject to constitutional restrictions, will follow a statutory directive of its own state on choice of law. (2) When there is no such directive, the factors relevant to the choice of the applicable rule of law include (a) the needs of the interstate and international systems, (b) the relevant policies of the forum, (c) the relevant policies of other interested states and the relative interests of those states in the determination of the particular issue, (d) the protection of justified expectations, (e) the basic policies underlying the particular field of law, (f) certainty, predictability and uniformity of result, and (g) ease in the determination and application of the law to be applied.
1 Restatement, § 6, at 10. definitively say whether the one-year contractual-limitations period contained in
Toth’s Employment Agreement was enforceable.
Materially different considerations apply to the enforceability
question depending on which state’s substantive law governs Toth’s claims. If Ohio
law governs Toth’s employment-discrimination claims, the trial court will have to
consider how recent amendments to R.C. Ch. 4112 — known as the Employment Law
Uniformity Act (“ELUA”) — affect the enforceability of the statute-of-limitations
clause, if at all. Prior to the ELUA, this court upheld contractual provisions
shortening the limitations period for employment-discrimination claims brought
under R.C. Ch. 4112. See Fayak v. Univ. Hosps., 2020-Ohio-5512, ¶ 18-21 (8th
Dist.). However, the ELUA materially altered the statutory scheme. Among its most
consequential changes, the ELUA (1) imposed an administrative-exhaustion
requirement, mandating that claimants first file a charge of discrimination with the
OCRC and exhaust administrative remedies before initiating a civil action for
damages, see R.C. 4112.052(B)(1)(a), and (2) established a two-year statute of
limitations for employment-discrimination claims, which tolls during the pendency
of the OCRC process, see R.C. 4112.052(C)(1). Ohio courts have not yet assessed the
impact, if any, of these changes on the enforceability of contractual limitations
periods. But see Logan v. MGM Grand Detroit Casino, 939 F.3d 824, 828-829 (6th
Cir. 2019) (holding that the contractual provision setting a six-month limitations
period was unenforceable as applied to the plaintiff’s federal-discrimination claims brought pursuant to Title VII which, like the ELUA, imposes a mandatory
administrative process and includes a limitations period directly in the statute).
On the other hand, if Michigan law governs Toth’s employment-
discrimination claims, as the Michigan Supreme Court recently explained,
contractual provisions in employment agreements that impose reduced limitations
periods are enforceable only if they are reasonable. Rayford v. Am. House, 2025
Mich. LEXIS 1400, *39-44 (July 31, 2025). Under Michigan law, the reasonableness
of a contractually shortened limitations period is assessed by considering three
factors: (1) whether the reduced limitations period in the contract affords the
claimant a sufficient opportunity to investigate and file an action; (2) whether the
time limitation is so short as to effect a practical abrogation of the right of action;
and (3) whether the action would be barred before the loss or damage can be
ascertained. Id., citing Camelot Excavating Co. v. St. Paul Fire & Marine Ins. Co.,
410 Mich. 118, 127 (1981).
Accordingly, absent a determination regarding the appropriate choice
of law governing Toth’s underlying employment-discrimination claims, the trial
court could not properly assess the validity or effect of the contractually reduced
limitations period.2
We, thus, sustain Toth’s first assignment of error and remand to the
trial court for further proceedings on the choice-of-law issue.
2 We decline to undertake the choice-of-law analysis for the first time on appeal.
To do so would effectively deprive the parties of their right to appellate review of the trial court’s determination on that issue. C. Venue
In her second assignment of error, Toth argues that Rocket Mortgage
incorrectly asserted in its motion that her complaint should be dismissed for lack of
proper venue. Toth contends that § 9.2 of the Employment Agreement requires any
claims to be brought in the state court located in “the county in which you are or
were employed by the Company,” and that she was, for all intents and purposes,
employed in Cleveland, Ohio, not Michigan. Toth further argues that even if venue
in Cuyahoga County were improper, Rocket Mortgage incorrectly asserted that
dismissal of her complaint was warranted, because under Civ.R. 3 the trial court
could have stayed the action pending refiling in Michigan.
We find no merit to Toth’s second assignment of error. Rocket
Mortgage raised the venue issue as an additional argument in its motion to dismiss
and/or for summary judgment; however, the trial court never ruled on the issue of
venue. Instead, the trial court granted summary judgment based on the affirmative
defense that Toth filed her claim outside the one-year statute of limitations to which
she agreed in the Employment Agreement. Accordingly, the second assignment of
error is overruled.
We do, however, note that on remand if it is determined that venue is
not proper in Cuyahoga County but is proper in Michigan, then the Michigan court
has authority to make the choice-of-law determination, using that law that applies
to that forum. See Agility Health, L.L.C. v. Forbes Private Capital Group, 2016
Mich. App. LEXIS 1442, *13 (July 28, 2016) (When an action is filed in a Michigan court, the court uses Michigan choice-of-law principles to determine which state’s
law applies to the underlying claims.); see also Estate of Sample, 2019-Ohio-5439,
at ¶ 17 (10th Dist.) (“In resolving a conflict of law, the forum court applies the choice-
of-law rules of its own state.”). While Ohio has adopted the Restatement of the Law
2d, Conflict of Laws (1971), as a means of determining choice of law, Michigan may
apply different rules.
D. Motion to Strike and Leave to File Sur-Reply
In her third assignment of error, Toth argues that the trial court
abused its discretion by denying her motion to strike and/or her motion for leave to
file a sur-reply to Rocket Mortgage’s reply in support of its motion for summary
judgment. According to Toth, Rocket Mortgage improperly raised for the first time
in its reply brief the argument that a claim for sexual discrimination based on sexual
orientation is not cognizable under R.C. Ch. 4112. We find that Toth’s third
assignment of error is not ripe for our consideration in light of our remand for
further proceedings.
III. Conclusion
For the foregoing reasons, we sustain plaintiff’s first assignment of
error and reverse the decision of the trial court granting summary judgment in favor
of the defendant on plaintiff’s claims for employment discrimination. We remand
to the trial court for further proceedings consistent with this opinion.
Judgment reversed, and case remanded to the trial court for
proceedings consistent with this opinion. It is ordered that appellant recover from appellee costs herein taxed.
The court finds there were reasonable grounds for this appeal.
It is ordered that a special mandate issue out of this court directing the
common pleas court to carry this judgment into execution.
A certified copy of this entry shall constitute the mandate pursuant to Rule 27
of the Rules of Appellate Procedure.
____________________________ LISA B. FORBES, PRESIDING JUDGE
EMANUELLA D. GROVES, J., and MICHAEL JOHN RYAN, J., CONCUR