GigSmart, Inc. v. AxleHire, Inc.

Citations

• 226 N.E.3d 1073
• 2023 Ohio 3807

Syllabus

PERSONAL JURISDICTION – FORUM-SELECTION CLAUSE – CONTRACT – R.C. 2505.02 – PRELIMINARY INJUNCTION – APPELLATE REVIEW/CIVIL – FINAL ORDER: Where the record contained sufficient, clear and convincing evidence that defendant created its own account on plaintiff's platform, the trial court did not err in determining that a valid contract existed between plaintiff and defendant. Upon creating its own account on plaintiff's platform, defendant assented to the plaintiff's terms and conditions, including a forum-selection clause. The trial court did not err in finding a forum-selection clause to be reasonable where both parties to the contract were commercial entities, there was no evidence of fraud and overreaching, and the chosen forum was not so inconvenient so as to afford no remedy at all or deprive the defendant of its day in court. Where both parties to a contract are commercial entities, the factors set forth in Barrett v. Picker Internatl., Inc., 68 Ohio App.3d 820, 825, 589 N.E.2d 1372 (8th Dist.1990), need not be considered when determining the reasonableness of a forum-selection clause. Where defendant would not be afforded a meaningful or effective remedy upon an appeal after final judgment, the trial court's order granting a preliminary, antisuit injunction to maintain the status quo was a final, appealable order. The trial court did not abuse its discretion in issuing an antisuit injunction against defendant where there was a substantial likelihood that plaintiff would prevail on the merits, absent the injunction, plaintiff faced an injury that could not be remedied through compensatory damages, no third parties would be unjustifiably harmed by the injunction, and the public interest would be served by the injunction.