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Franklin County Ohio Clerk of Courts of the Common Pleas- 2018 Aug 22 3:20 PM-18CV002305
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IN THE COURT OF COMMON PLEAS, FRANKLIN COUNTY, OHIO
ED MAP, INC.,
Plaintiff,
vs. : Case No. 18CVH03-2305
DELTA CAREER EDUCATION
CORPORATION, et al., : Judge Cain
Defendants.
DECISION AND ENTRY GRANTING DEFENDANTS’, STVT-AAI EDUCATION
INC. AND ANCORA INTERMEDIATE HOLDINGS, LLC, MOTION TO DISMISS
FILED JUNE 15, 2018
Rendered this__ day of August 2018.
CAIN, J.
This matter is before this Court on Defendants’, STVT-AAI Education, Inc.
dba Ancora Education and Ancora Intermediate Holdings, LLC (hereinafter the
“Ancora Defendants’), Motion to Dismiss, filed June 15, 2018. Plaintiff filed its
Memorandum Contra on June 29, 2018. The Ancora Defendants filed their Reply
Memorandum on July 6, 2018. On July 16, 2018 Plaintiff filed a motion asking for
leave to file a Sur-Reply. The Court hereby grants Plaintiff's request and accepts
its Sur-Reply filed along with its motion. This motion is now ripe for decision.
The present action is one for the collection of a debt owed by Defendant,
Delta Career Education Corporation (hereinafter “Delta’). In its Complaint, Plaintiff
alleges that it and Delta signed a contract whereby Plaintiff would supply Delta with
educational books and services. Plaintiff alleges that it provided these books andFranklin County Ohio Clerk of Courts of the Common Pleas- 2018 Aug 22 3:20 PM-18CV002305
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services to Delta, but Delta has failed to fully pay for them in the amount of
$2,426,991.24.
Plaintiff's claim against the Ancora Defendants is not as straight forward.
Plaintiff alleges that the Ancora Defendants assumed Delta’s debt by purchasing
various assets of Delta in a separate transaction unrelated to Plaintiff. The Ancora
Defendants consist of two Texas companies that both have their principle places
of business in Texas. The Ancora Defendants now move the Court to dismiss
Plaintiffs Complaint as against them for lack of personal jurisdiction.
It is well settled law that in order for an Ohio court to exert personal
jurisdiction over out of state entities, such as the Ancora Defendants, those entities
must have some sort of minimum contacts with Ohio. Via the evidence presented
by the Ancora Defendants, it is clear that they possess no such minimum contacts
in this matter.1 The Ancora Defendants do not transact business in Ohio, do not
have assets in Ohio and have no interactions in Ohio. Further, in regards to the
asset purchase between Delta and the Ancora Defendants, the Ancora Defendants
did not purchase any assets of Delta located in Ohio nor did they assume the
contract that is the subject of this action. For these reasons, the Court lacks
personal jurisdiction over the Ancora Defendants.
In order to avoid this determination, Plaintiff attempts to create jurisdiction
out of mere allegation. Plaintiff allege that before the Ancora Defendants bought
assets from Delta, an employee of Delta assured Plaintiff that the Ancora
‘ Contrary to the belief of Plaintiff, when deciding a jurisdictional issue the Court is permitted to
look at evidence outside of the Complaint and is not required to assume all allegations
concerning jurisdiction to be true.
2Franklin County Ohio Clerk of Courts of the Common Pleas- 2018 Aug 22 3:20 PM-18CV002305
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Defendants would pay off Delta’s debt. Assuming that this representation was
actually made, it still does not create personal jurisdiction in regards to the Ancora
Defendants. An employee of Delta does not have the authority to speak on behalf
of the Ancora Defendants. Since this is so, any statements made by Delta
employees cannot be imputed onto the Ancora Defendants.
The Court will go a little further. If the Court were to accept Plaintiff's
contention, the requirement of minimum contacts would be obliterated. A mere
allegation that an unaffiliated third-party said someone would do something would
be all that was needed to create personal jurisdiction. This result would make a
mockery of due process and is one that the Court cannot abide by. The Ancora
Defendants’ motion must be granted.
After review and consideration, the Court finds Defendants’, STVT-AAI
Education, Inc. dba Ancora Education and Ancora Intermediate Holdings, LLC,
motion to be well-taken, and is hereby GRANTED. It is hereby ORDERED that
Defendants, STVT-AAI Education, Inc. dba Ancora Education and Ancora
Intermediate Holdings, LLC, are dismissed from this action for lack of personal
jurisdiction.
IT IS SO ORDERED.
Copies to:
Elizabeth L. Moyo
Counsel for Plaintiff
C. Craig Woods
Counsel for Defendants, STVT-AAI Education, Inc. and Ancora Intermediate
Holdings, LLCFranklin County Ohio Clerk of Courts of the Common Pleas- 2018 Aug 22 3:20 PM-18CV002305
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Franklin County Court of Common Pleas
Date: 08-22-2018
Case Title: ED MAP INC -VS- DELTA CAREER EDUCATION
CORPORATION ET AL
Case Number: 18CV002305
Type: DECISION/ENTRY
It Is So Ordered.
/s/ Judge David E. Cain
Electronically signed on 2018-Aug-22 page 4 of 4Franklin County Ohio Clerk of Courts of the Common Pleas- 2018 Aug 22 3:20 PM-18CV002305
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Court Disposition
Case Number: 18CV002305
Case Style: ED MAP INC -VS- DELTA CAREER EDUCATION
CORPORATION ET AL
Motion Tie Off Information:
1. Motion CMS Document Id: 18CV002305201 8-06-1599950000
Document Title: 06-15-2018-MOTION TO DISMISS -
DEFENDANT: STVT-AAI EDUCATION INC
Disposition: MOTION GRANTED
2. Motion CMS Document Id: 18CV0023052018-07-1699980000
Document Title: 07-16-2018- MOTION FOR LEAVE TO FILE -
PLAINTIFF: ED MAP INC
Disposition: MOTION GRANTED
3. Motion CMS Document Id: 18CV0023052018-07-3099980000
Document Title: 07-30-2018-MOTION FOR LEAVE TO FILE -
PLAINTIFF: ED MAP INC
Disposition: MOTION RELEASED TO CLEAR DOCKET
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Franklin County Ohio Clerk of Courts of the Common Pleas- 2018 Aug 22 3:20 PM-18CV002305 OE292 - K13 IN THE COURT OF COMMON PLEAS, FRANKLIN COUNTY, OHIO ED MAP, INC., Plaintiff, vs. : Case No. 18CVH03-2305 DELTA CAREER EDUCATION CORPORATION, et al., : Judge Cain Defendants. DECISION AND ENTRY GRANTING DEFENDANTS’, STVT-AAI EDUCATION INC. AND ANCORA INTERMEDIATE HOLDINGS, LLC, MOTION TO DISMISS FILED JUNE 15, 2018 Rendered this__ day of August 2018. CAIN, J. This matter is before this Court on Defendants’, STVT-AAI Education, Inc. dba Ancora Education and Ancora Intermediate Holdings, LLC (hereinafter the “Ancora Defendants’), Motion to Dismiss, filed June 15, 2018. Plaintiff filed its Memorandum Contra on June 29, 2018. The Ancora Defendants filed their Reply Memorandum on July 6, 2018. On July 16, 2018 Plaintiff filed a motion asking for leave to file a Sur-Reply. The Court hereby grants Plaintiff's request and accepts its Sur-Reply filed along with its motion. This motion is now ripe for decision. The present action is one for the collection of a debt owed by Defendant, Delta Career Education Corporation (hereinafter “Delta’). In its Complaint, Plaintiff alleges that it and Delta signed a contract whereby Plaintiff would supply Delta with educational books and services. Plaintiff alleges that it provided these books andFranklin County Ohio Clerk of Courts of the Common Pleas- 2018 Aug 22 3:20 PM-18CV002305 OE292 - K14 services to Delta, but Delta has failed to fully pay for them in the amount of $2,426,991.24. Plaintiff's claim against the Ancora Defendants is not as straight forward. Plaintiff alleges that the Ancora Defendants assumed Delta’s debt by purchasing various assets of Delta in a separate transaction unrelated to Plaintiff. The Ancora Defendants consist of two Texas companies that both have their principle places of business in Texas. The Ancora Defendants now move the Court to dismiss Plaintiffs Complaint as against them for lack of personal jurisdiction. It is well settled law that in order for an Ohio court to exert personal jurisdiction over out of state entities, such as the Ancora Defendants, those entities must have some sort of minimum contacts with Ohio. Via the evidence presented by the Ancora Defendants, it is clear that they possess no such minimum contacts in this matter.1 The Ancora Defendants do not transact business in Ohio, do not have assets in Ohio and have no interactions in Ohio. Further, in regards to the asset purchase between Delta and the Ancora Defendants, the Ancora Defendants did not purchase any assets of Delta located in Ohio nor did they assume the contract that is the subject of this action. For these reasons, the Court lacks personal jurisdiction over the Ancora Defendants. In order to avoid this determination, Plaintiff attempts to create jurisdiction out of mere allegation. Plaintiff allege that before the Ancora Defendants bought assets from Delta, an employee of Delta assured Plaintiff that the Ancora ‘ Contrary to the belief of Plaintiff, when deciding a jurisdictional issue the Court is permitted to look at evidence outside of the Complaint and is not required to assume all allegations concerning jurisdiction to be true. 2Franklin County Ohio Clerk of Courts of the Common Pleas- 2018 Aug 22 3:20 PM-18CV002305 OE292 - K15 Defendants would pay off Delta’s debt. Assuming that this representation was actually made, it still does not create personal jurisdiction in regards to the Ancora Defendants. An employee of Delta does not have the authority to speak on behalf of the Ancora Defendants. Since this is so, any statements made by Delta employees cannot be imputed onto the Ancora Defendants. The Court will go a little further. If the Court were to accept Plaintiff's contention, the requirement of minimum contacts would be obliterated. A mere allegation that an unaffiliated third-party said someone would do something would be all that was needed to create personal jurisdiction. This result would make a mockery of due process and is one that the Court cannot abide by. The Ancora Defendants’ motion must be granted. After review and consideration, the Court finds Defendants’, STVT-AAI Education, Inc. dba Ancora Education and Ancora Intermediate Holdings, LLC, motion to be well-taken, and is hereby GRANTED. It is hereby ORDERED that Defendants, STVT-AAI Education, Inc. dba Ancora Education and Ancora Intermediate Holdings, LLC, are dismissed from this action for lack of personal jurisdiction. IT IS SO ORDERED. Copies to: Elizabeth L. Moyo Counsel for Plaintiff C. Craig Woods Counsel for Defendants, STVT-AAI Education, Inc. and Ancora Intermediate Holdings, LLCFranklin County Ohio Clerk of Courts of the Common Pleas- 2018 Aug 22 3:20 PM-18CV002305 OE292 - K16 Franklin County Court of Common Pleas Date: 08-22-2018 Case Title: ED MAP INC -VS- DELTA CAREER EDUCATION CORPORATION ET AL Case Number: 18CV002305 Type: DECISION/ENTRY It Is So Ordered. /s/ Judge David E. Cain Electronically signed on 2018-Aug-22 page 4 of 4Franklin County Ohio Clerk of Courts of the Common Pleas- 2018 Aug 22 3:20 PM-18CV002305 OE292 - K17 Court Disposition Case Number: 18CV002305 Case Style: ED MAP INC -VS- DELTA CAREER EDUCATION CORPORATION ET AL Motion Tie Off Information: 1. Motion CMS Document Id: 18CV002305201 8-06-1599950000 Document Title: 06-15-2018-MOTION TO DISMISS - DEFENDANT: STVT-AAI EDUCATION INC Disposition: MOTION GRANTED 2. Motion CMS Document Id: 18CV0023052018-07-1699980000 Document Title: 07-16-2018- MOTION FOR LEAVE TO FILE - PLAINTIFF: ED MAP INC Disposition: MOTION GRANTED 3. Motion CMS Document Id: 18CV0023052018-07-3099980000 Document Title: 07-30-2018-MOTION FOR LEAVE TO FILE - PLAINTIFF: ED MAP INC Disposition: MOTION RELEASED TO CLEAR DOCKET