COURT OF APPEALS, EIGHTH DISTRICT COUNTY OF CUYAHOGA NO. 72409 DISCOUNT BRIDAL SERVICES, : INC. : PLAINTIFF-APPELLEE : JOURNAL ENTRY : v. : AND : CHARLENE KOVACS : OPINION DEFENDANT-APPELLANT : DATE OF ANNOUNCEMENT OF DECISION: APRIL 16, 1998 CHARACTER OF PROCEEDING: Civil appeal from Common Pleas Court, No. CV-330530. JUDGMENT: AFFIRMED. DATE OF JOURNALIZATION: APPEARANCES: For Plaintiff-Appellee: Michele Schmidt, Esq. Sue Marie Douglas, Esq. Millisor & Nobil 9150 South Hills Boulevard Suite 300 Cleveland, OH 44147-3599 For Defendant-Appellant: James F. Csank, Esq. Csank & Csank Co. Four Brecksville Commons #202 8221 Brecksville Road Brecksville, OH 44141 Robert L. Steely, Esq. McCafferty & Perelman Four Brecksville Commons #202 8221 Brecksville Road Brecksville, OH 44141 IMOTHY E. MCMONAGLE, J.: Defendant-appellant, CharleneKovacs ( appellant ), appeals the ecisio n of the Cuyahoga County Common Pleas court denying her otion for relief from judgment that sought to vacate a foreign -2- udgment filed by plaintiff-appellee, Discount Bridal Services, Inc. Discount Bridal ), under R.C. 2329.021 et seq. For the reasons hat follow, we affirm. The record reflects that, sometime in February 1993, appellant ntered into a contractual relationship with Discount Bridal, a aryland corporation, agreeing to become a dealer for the latter's ridal apparel in the Cleveland area. The agreement, and an mendme nt thereto, included inter alia: 1) a non-compete clause ffective for two years upon termination of the agreement; 2) a orum-selection clause mandating that any action on the contract be nstituted in Maryland; and 3) a provision for the payment of ttorney fees in the event that Discount Bridal prevails on any such ction. Appellant eventually terminated the agreement in August 1995 hereupon Discount Bridal instituted suit in Maryland seeking to nforce the non-compete clause and for associated attorney fees. ppellee, through counsel, informed Discount Bridal's Maryland ounsel that she would not be answering the complaint and would nstead defend any enforcement proceedings in Ohio. As a result, default judgment was obtained against appellant in Maryland, and n an order journalized on January 28, 1997, the Maryland court njoined appellant from marketing bridal apparel for a period of two ears from the date the judgment is enrolled in Ohio. Appellant was urther ordered to pay $1,347.92, plus interest, to Discount Bridal or attorney fees. -3- Discount Bridal subsequently filed a notice of foreign judgment n the Cuyahoga County Court of Common Pleas pursuant to R.C. 329.022. In response, appellant filed a motion seeking relief from udgment. In its journal entry denying the motion, the trial court tated, in relevant part: Defendant's Motion for Relief from Judgment filed 3-19-97, is denied. Any attack on the judgment to occur in the proper forum, to wit, Maryland. Appellant now appeals and assigns the following errors for our eview: I. THE COURT BELOW ERRED IN RULING THAT THE JUDGMENT OF THE PLAINTIFF COULD ONLY BE ATTACKED IN THE STATE OF MARYLAND. II. THE COURT BELOW ERRED IN FAILING TO GRANT THE DEFENDANT/APPELLANT A HEARING ON THE ISSUE OF THE MARYLAND COURT'S JURISDICTION, WHICH JURISDICTION WAS DISPUTED IN HER MOTION FOR RELIEF FROM JUDGMENT. -4- I. In her first assignment of error, appellant contends that the rial court erroneously determined that the judgment of the Maryland ourt could only be challenged in Maryland. Specifically, appellant rgues that the forum-selection clause contained in the agreement s invalid and does not permit the Maryland court to exercise ersonal jurisdiction over her. In support of her argument, appellant relies on United Std. gt. Corp. v. Mahoning Valley Solar Resources, Inc. (1984), 16 Ohio pp.3d 476 for the proposition that the validity of a forum- election clause, like a choice-of-law provision, should be analyzed ccording to minimum contacts principles and, inter alia, upheld nless application of the law of the chosen state would be contrary o the fundamental policy of a state having a greater material nterest in the issue than the chosen state. Id. at 478. See, lso, Schulke Radio Productions, Ltd. v. Midwestern Broadcasting Co. 1983), 6 Ohio St.3d 436, 438-439. In this regard, appellant argues hat she has had no contacts with Maryland apart from the agreement t issue in this case and that Ohio has a greater material interest n the issues involved because appellant and her customers are ocated in Ohio. Nonetheless, the Supreme Court of Ohio has rejected this type f analysis in Kennecorp Mtge. Brokers, Inc. v. Country Club onvalescent Hosp., Inc. (1993), 66 Ohio St.3d 173 in favor of inding forum-selection clauses prima facie valid in a commercial ontext, as long as the clause has been freely bargained for. Id. -5- t 175, citing The Bremen v. Zapata Off-Shore Co. (1972), 407 U.S. , 16, 92 S.Ct. 1907, 1916-1917, 32 L.Ed.2d 513, 524; see, also, arvel Consultants, Inc. v. Gilbar Eng., Inc. (Jan. 22, 1998), uyahoga App. No. 72666, unreported. Thus, in the absence of fraud r overreaching, a forum-selection clause contained in a commercial ontract between business entities is valid and enforceable, unless t can be clearly shown that enforcement of the clause would be nreasonable and unjust. Id. at 176. As a threshold matter and contrary to appellant's contention, he burden of demonstrating the enforceability of such a clause allsupon the party challenging the clause. The Bremen, supra at -12. Thus, it is incumbent upon appellant to present sufficient videntiary material supporting the invalidity of the clause. owards this end, appellant argues that the forum-selection clause as not fairly bargained for because Discount Bridal fraudulently isrepresented that it would provide future advertising. In support f this argument, appellant appended to her motion for relief from udgment an affidavit wherein she avers that, to the best of her nowledge, Discount Bridal never advertised as promised. This onclus ory statement, without more, does not support that the ontract, or the forum-selection clause contained in the contract, as obtained fraudulently. Indeed, such a statement, if proved, may upport an action for breach of contract, but does not support that nclusion of the forum-selection clause in the contract was the roduct of fraud. -6- Having failed to establish that the clause was not fairly argained for or that the clause was the product of fraud or verreaching, it remains to be decided whether appellant could emonstrate that enforcement of the forum-selection clause would be nreasonable or unjust. Appellant, however, made no allegations nor resented any argument that the clause was unreasonable or unjust. onsequently, we find the forum-selection clause to be enforceable. Accordingly, appellant's first assignment of error is not well aken and is overruled. II. In her second assignment of error, appellant contends that the rial court erred in denying her motion for relief from judgment ithout a hearing on the issue of jurisdiction. Discount Bridal, n the other hand, maintains that such a motion is an inappropriate ehicle for challenging the enforcement of a foreign judgment under .C. 2329.022. R.C. 2329.022 provides, in part: The clerk shall treat the foreign judgment in the same manner as a judgment of a court of common pleas. A foreign judgment filed pursuant to this section has the same effect and is subject to the same procedures, defenses, and proceedings for reopening, vacating, or staying as a judgment of a court of common pleas and may be enforced or satisfi ed in same manner as a judgment of a court of common pleas. A judgment of a sister state's court is subject to collateral ttack in Ohio if there was no subject-matter or personal urisdiction to render the judgment under the sister state's law, nd under that law the judgment is void. Litsinger Sign Co., Inc. -7- . American Sign Co. (1967), 11 Ohio St.2d 1, paragraph one of the yllabus. If, however, the defendant has submitted to the urisdiction of the sister state, collateral attack is precluded. peyer v. Continental Sports Cars, Inc. (1986), 34 Ohio App.3d 272, 74; see, also, Brindley v. Casgar (Nov. 7, 1991), Cuyahoga App. No. 9296, unreported at 8. Because we find the forum-selection clause contained in the arties' agreement to be enforceable, appellant has, for all ractical purposes, submitted to the jurisdiction of the Maryland ourt, thereby precluding collateral attack on this issue. onsequently, it was not error for the trial court to deny ppellant's motion on this issue without a hearing. Accordingly, appellant's second assignment of error is not well aken and is overruled. Judgment affirmed. -8- It is ordered that appellee recover of appellant its costs erein taxed. The Court finds there were reasonable grounds for this appeal. It is ordered that a special mandate issue out of this Court irecting the Cuyahoga County Court of Common Pleas to carry this udgment into execution. A certified copy of this entry shall constitute the mandate ursuant to Rule 27 of the Rules of Appellate Procedure. 'DONNELL, P.J. and ARPINSKI, J., CONCUR. JUDGE TIMOTHY E. McMONAGLE .B. This entry is an announcement of the court's decision. See pp.R. 22(B), 22(D) and 26(A); Loc.App.R. 27. This decision will e journalized and will become the judgment and order of the court ursuant to App.R. 22(E) unless a motion for reconsideration with upporting brief, per App.R. 26(A), is filed within ten (10) days f the announcement of the court's decision. The time period for eview by the Supreme Court of Ohio shall begin to run upon the .