Williams v. MJS Enters., Ltd.

199 N.E.3d 132

Delbert WILLIAMS, Jr., Plaintiff-Appellant,

v.MJS ENTERPRISES, LTD. d/b/a Saint Joseph's Ambulance Service, et al., Defendants-Appellees.

No. 22CA8

Court of Appeals of Ohio, Fourth District, Washington County.

Released October 13, 2022

Rocco Screnci and Brian D. Spitz, Spitz, The Employee's Law Firm, Beachwood, Ohio for plaintiff-appellant.

Robert J. Kent and Ryan S. Moore, Bowles Rice LLP, Parkersburg, West Virginia for defendants-appellees.

DECISION AND JUDGMENT ENTRY

Hess, J.

{¶1} Plaintiff-Appellant Delbert Williams Jr. appeals the trial court's grant of Defendant MJS Enterprises, LTD D/B/A Saint Joseph's Ambulance Service's motion to dismiss his amended complaint pursuant to Civ.R. 12(B). Williams raises two assignments of error. First, he contends that the trial court erred in dismissing the amended complaint for lack of personal jurisdiction over MJS Enterprises. He contends that MJS Enterprises waived the defense of lack of personal jurisdiction by failing to raise it in its motion to dismiss. Alternatively, he argues that the trial court had personal jurisdiction over MJS Enterprises under Ohio's long-arm statute and the Due Process Clause. Second, he contends that the trial court erred in dismissing his complaint as barred by West Virginia's two-year statute of limitations on employment discrimination claims. Williams argues that under the applicable law, Ohio's six-year statute of limitation applies, and his complaint was timely filed.

{¶2} We find that the trial court erred when it determined that it lacked personal jurisdiction over MJS Enterprises because MJS Enterprises waived this defense by failing to raise it in its Civ.R. 12(B) motion to dismiss. Additionally, we find that the trial court erred in dismissing the amended complaint on statute of limitations grounds under Civ.R. 12(B)(6) when it considered factual matters outside the amended complaint without converting the motion to a motion for summary judgment as required by Civ.R. 12(B). We sustain Williams's first assignment of error. We do not reach the merits of Williams's second assignment of error because we sustain it on other grounds. We reverse the judgment of the trial court and remand for further proceedings consistent herewith. Upon remand, the trial court may convert the motion to dismiss to a motion for summary judgment, notify the parties, and allow them to submit evidence and additional briefing in accordance with Civ.R. 56(C).

I. FACTS AND PROCEDURAL BACKGROUND

{¶3} Williams brought an employment discrimination action against MJS Enterprises and Beth "Last Name Unknown" on March 1, 2021. Before filing a responsive pleading, MJS Enterprises filed a motion to dismiss asserting defenses under Civ.R. 12(B)(1) (lack of subject matter jurisdiction); Civ.R. 12(B)(2) (lack of personal jurisdiction); Civ.R. 12(B)(3) (improper venue); Civ.R. 12(B)(5) (insufficiency of service of process); and Civ.R. 12(B)(6) (failure to state a claim upon which relief can be granted, specifically a statute of limitations defense). Williams amended his complaint as a matter of course under Civ.R. 15(A), by filing a first amended complaint within 28 days of MJS Enterprises's Civ.R. 12(B) motion to dismiss. The trial court issued an entry finding MJS Enterprises's motion to dismiss moot because the original complaint had been substituted with an amended complaint. The court stated that MJS Enterprises may file a new motion to dismiss, if appropriate.

{¶4} In his first amended complaint Williams alleged that he was a resident of Marietta, Ohio and began working for MJS Enterprises as an ambulette driver on August 20, 2017. He alleged that MJS Enterprises had its principal place of business in Parkersburg, West Virginia, which is in Wood County, and Beth was a supervisor or manager who worked for MJS Enterprises. Williams alleged that he has bipolar disorder and "a learning disability" and is considered disabled under Ohio's statute prohibiting unlawful employment discrimination against persons with disabilities. Williams alleged that in September 2017 he made a minor mistake involving a client's signature on a form and asked for more training as an accommodation request. He alleged that, instead of providing additional training, MJS Enterprises and Beth willfully denied the request and effectively discharged him instead on September 25, 2017, by never scheduling him for another shift. He alleged that the defendants conducted business in Wood County, West Virginia and Washington County, Ohio and that all material events alleged in the complaint occurred in Washington County, Ohio – which is the main substantive change between his original and amended complaints – in his original complaint he alleged all material events occurred in Wood County, West Virginia. His amended complaint contained three counts: (1) disability discrimination against both defendants; (2) failure to accommodate against both defendants; and (3) aiding, abetting, and inciting discrimination against Beth only.

{¶5} Before filing a responsive pleading to the amended complaint, MJS Enterprises filed a motion to dismiss asserting defenses under Civ.R. 12(B)(1) (lack of subject matter jurisdiction); Civ.R. 12(B)(3) (improper venue); Civ.R. 12(B)(4) (insufficiency of process); Civ.R. 12(B)(5) (insufficiency of service of process); and Civ.R. 12(B)(6) (failure to state a claim upon which relief can be granted, specifically a statute of limitations defense). Notably, MJS Enterprises did not include a defense under Civ.R.12(B)(2) for lack of personal jurisdiction in its motion and its memorandum in support contained none of the arguments concerning personal jurisdiction that it had included in the memorandum supporting its first motion to dismiss the original complaint. However, MJS Enterprises continued to argue a lack of subject matter jurisdiction, which it argued was based on Williams's original allegation that all the material facts occurred in Wood County and his "180 degree change in the stated location of where the material facts occurred." MJS Enterprises argued that under Civ.R. 12(B)(1), the trial court can "consider material pertinent to such inquiry * * * this Court may wish to explore the issue in a hearing to attempt to determine where the material facts occurred (West Virginia or Ohio), and satisfy itself as to whether the jurisdiction regarding this case is affected."¹

{¶6} In Williams's response to the motion to dismiss, he noted that MJS Enterprises omitted the defense of lack of personal jurisdiction under Civ.R. 12(B)(2) and stated, "MJS Enterprises has assented to the Court's personal jurisdiction by failing to object or move to dismiss under Civ.R. 12(B)(2)."

{¶7} Approximately five months after MJS Enterprises filed its motion to dismiss the amended complaint, it filed a supplemental memorandum in support of its motion to dismiss in which it argued that Williams's claim arose in Wood County, West Virginia and was governed by the laws of West Virginia, but that Williams was attempting to bring the case in Ohio to avoid West Virginia's two-year statute of limitations. MJS Enterprises asserted, "The limited discovery that has taken place in this civil action has further crystalized this fact. Despite Plaintiff's artful pleading tactics, jurisdiction lies in West Virginia and the law of West Virginia applies. Assuming, arguendo, this Court has jurisdiction and Ohio substantive law applies, Plaintiff's claim is barred under West Virginia's two-year statute of limitations vis-a-vie [sic] Ohio's choice of law rules and Ohio's borrowing statute ( Ohio Revised Code § 2305.03 )."²

{¶8} MJS Enterprises focused half of its supplemental memorandum on Ohio choice-of-law rules and its borrowing statute, and the West Virginia Human Rights Act and its two-year statute of limitation which, if applied to Williams's claim, would bar it as untimely. This argument supports MJS Enterprises's statute of limitation defense under Civ.R. 12(B)(6), which it preserved by raising it in its motion to dismiss the amended complaint. However, the other half of the supplemental memorandum focused on the defense of lack of personal jurisdiction under Civ.R. 12(B)(2), which MJS Enterprises failed to raise in its motion to dismiss the amended complaint.

{¶9} The trial court granted MJS Enterprises's motion to dismiss. It did so on two alternative grounds: (1) lack of personal jurisdiction over MJS Enterprises and/or (2) Williams's claim is barred by West Virginia's two-year statute of limitations for discrimination claims. The trial court did not address Williams's argument that MJS Enterprises waived its personal jurisdiction defense by not raising it in its motion to dismiss the amended complaint. Instead, the trial court found that it lacked personal jurisdiction over MJS Enterprises under Ohio's long-arm statute and the Due Process Clause. It also found that Williams was engaged in forum shopping because Ohio has a longer statute of limitations than West Virginia. It found alternatively, if it had personal jurisdiction, then the two-year statute of limitations applied, and Williams's amended complaint should be dismissed "for failure to comply with the applicable statute of limitations."³

{¶10} Williams appealed.

II. ASSIGNMENTS OF ERROR

{¶11} Williams designates two assignments of error for review:

I. The trial court erred in dismissing the First Amended Complaint for lack of personal jurisdiction. (3/14/22 J.E. ¶ 3.)

II. The trial court erred in dismissing the First Amended Complaint for failure to state a claim upon which relief can be granted. (3/14/22 J.E. ¶ 4.)

III. LEGAL ANALYSIS

A. Personal Jurisdiction over MJS Enterprises

1. Standard of Review

{¶12} " ‘An appellate court reviews a trial court's determination of whether personal jurisdiction over a party exists under a de novo standard of review.’ " Britton v. Britton, 4th Dist. Washington No. 18CA10, 2019-Ohio-2179, 2019 WL 2354935, ¶ 13...