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CASE NO. 2013 -

TIMEKEEPING SYSTEIVIS, INC.,Plaintiff=Appellee,

vs.

SAFETY PROTECTION L`NIVERSAL LIIVIITED, et al.,Defendant-Appellant.

ON APPEAL FROM THE EIGHTH JUDICIAL DISTRICTCOURT OF APPEALS Cr^.SE NO. 13- 099714

MEMOIZANDtTM IN SIIPPORT OF' JURISDICTION OFDEFENDANT-APPELLAI^T VERA OBEERLANDER

Davxd M. Cuppage (0047104)Margaret M. I^Ietzinger (0065624)Climaco, VVilco^, Peca,Tarantino & CJarofoli Co., L.P..A.55 Public Square, Suite 1950Cleveland, (^hio 44113Telephone: (216) 621-84$41?acsimile: (216) 771-1632dmcupp^a,climacol aw. comznmmet^^c%climacolaw. com

Atto^neys for ^efenclant Appellant

lFrera Oberlan^er

Louis J. Licata (0007034)Jody Perkins Ryan (0052036)Licaa & Toerek6480 l^ockside Woods Blvd. South,Suite 180Independence, Ohio 44131Telephone: (216) 573-6000Facsimile: (216) 573-6333jpr@colnpletecounsel.com

Attorney^s f'or Plaintiff-AppelleesTi^nekeeping Systenzs, Ine ^,

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TABLE OF CONTENTS

TABLE OF AUTHORITIES ...................................................... ..... .............................. ii

1. STATEMENT OF PUBLIC AND GREAT GENERAL Il'vTEREST ................................ I

II. STATEMENT OF THE CASE AND FACTS ............. ......... ......... ..,.............................. 4

III. LAW AND ARGUMENT ................................................................................. ............. 7

PROPOSITION OF LAW NO I: An Ohio court does not have personal jurisdiction over anofficer, director or shareholder of a foreign corporation who assists in the dissolution andwinding up of a foreign corporation in a foreign jurisdictian ................. "....................... ......... 1

A. Constitutional and Statutory Framework .......................................

B. Ohio's long arm statute and civil rules do not confer jurisdiction over an officer,director or shareholder of a foreign corporation who assists in the dissolution of aforeign corporation in a foreign jurisdiction . .................................. ......,,. ......... ........... 9

C. The due process clause does not permit the exercise of personal jurisdiction by an Ohiocourt over an officer, director or shareholder of a foreign corporation who assists in thedissolution of a foreign corporation in a foreign jurisdiction ...................,.................... 10

PROPOSITION OF LAW II: The legal injury for puiposes of establishing long armjurisdiction occurs in the state where the alleged conversiorz, transfer or disposition of propertytakes place . . ....... .. . .. .. ... .. ....... ..... .................. ..... . . ..... ..... .. .. ....... . . . . . . .... . .. ... ..... .... . . .. .. ... 13

CERTIFICATE OF SERVICE . ......... .... ............. ................................................. .... . . 15

z

TABLE OF AUTHORITIES

Cases

American Office Services, Inc. v. Sircal Contracting, Inc.,2003-4Jhio-6042, ^, 1(} (Ohio App. 8`h Dist. 2003) ..................................................................... 10

Bird v. Parsons(C.A.6, 2002), 289 F.3d 865, 873 .................... ...................... . .. ....... .................... 11

Burger King Corp. v. Rudzewicz,471 U.S. 462, 471-472, 105 S.Ct. 2174 ( 1985) .................................................................... 8,10

C'alder v. Jones,465 U.S. 783 (1984) .................. ............... ... .. ......................................................... 13

Conti v. Pneumatic Prods. Corp.(C.A.6, 1992) 977 F.2d 978, 981 .... .......................................................................................... 11

Escada International, .Inc. v. Eurocargo Express,2002-Ohio-4035, ¶ 54-55 (Ohio App. 8th Dist. 2002) .................................................................................................. 9, 12

Helicopteros.Nacionales de Colombia, S.A. v. Hall,466 U.S. 408, 414, 104 S.Ct. 1868 (1984) ......................................................

Internatl. Shoe Co. v. Washington,326 U.S. 310, 66 S.Ct. 154 (1945) ............................................................

................... 11

.................. 7, 8, 10

Licciardello v. Lovelady,

544 F<3d 1280, 1286 (11th Cir. 2008) .............. ......... ......... .................................................. 13

Milliken v. Meyer,

311 U.S. 457, 463, 61 S.Ct: 339 (1940) .............................................................................,...... 10

National Court Reporters, Iiic. v. Rebecca N. Strandberg & Associates,2009-Ohio-2271, ^, 9 (Ohio App. 81h Dist. 2009) .......... ......... .................................................. 10

Norment Securitv Group, Inc. v. Granger Northern, Inc.,2009 WL 458540, at * 15 ............................................... . ......... ........ .. . . . .................... 14

Oldfield v. Pueblo de Bahia Lora, S.A.,558 F.3d at 1220 n.28 (11th Cir. 2009)... .............. ................................................................. 13

Power Beverage LLC v. Side Pocket Foods Co.,C/A No. 06:12-931-TMC, 2013 WL 227875, at *5 (D.S.C. Jan. 22, 2013) ............................. 14

ii

Precision IBC, Inc. v. Wagner Ink, Inc.,CA 1:12-00671-C (U.S. Dist. Ct. Ala. 2013) ....................... .. ......... . ............................. .. .......... 13

Southern Machine Company v. Mohasco Industries, Inc.,401 F.2d 374, 381 (6th Cir.1968) .......... ........: ............................................................ .......:.. 11

Third Nat.l. Bank in Nashville v. WEDGE Group, Inc.(C.A.6, 1989), 882 F.2d 1087, 1089...... ., ....... .......... ......... .....>............. ............................... 11

U.S. Sprint Cornmunications Co., Ltd. Partnership v. Mr. K's Foods, Inc.,68 Ohio St.3d 181, 183-184 (1994) ......... 7

United States v. Swiss American Bank,191 F.3d 30, 37-38 (1st Cir. 1999) ......... ......................................;......... .............................. 14

Viracon, Inc. v. J& L Curtain Wall LLC,929 F.Supp.2d 878, 2013 WL 885465, at *5-6 (D. Minn.'_Vlar. 8, 2013) ............................... . ..

Wien Air Alaska, Inc, v. Brandt,195 F.3d 208, 212 (5th Cir. 1999) ................... ............................. ........................................ 14

Wof°ld-Wide Volkswagen Corp. v. Woodson,444 U.S. 286, 292, 100 S.Ct. 559 (1980) ................................................... ............................... 8

Yoger v. Alcala,2011-Ohio-4414, T12 (Ohio App. 8"' Dist. 2011) ....................................................................... 9

Ziegler v. Indian River County,64 F.3d 470, 473 (9th Cir. 1995) ...................... ............. .... ....... .............................. 13

Statutes

O.R.C. §2307.382 ....................... ..... .. .... ............... .................................................... 9O.R.C. §2307.383(A)(6) .... .. . .. . ......... ...................................................................... 9

Other Authorities

Fourteenth Amendment . .. ..... .. ................ .... .. . ......... .. .......... . ...................... .. . .. ....... ......... . 7United States Constitution ......................................................................... ... . ...... ................... 7

Appendix: Judgment Entry and Opinion of Cuyahoga County Court of Alipeal

iii

I. STATEMENT OF PUBLIC AND GREAT GENERAL IN'l'EREST

This appeal arises from collection efforts, initiated on Apri1 27, 2011, when Plaintiff-

Appellee Timekeeping Systems, Inc. ("TKS" or "Appellee") filed a Complaint (T.D.1) in the

Cuyahoga County Court of Common Pleas against Defendants Safety Protection Universal

Limited ("SPU2"), Security Products Universal Ltd. ("SPU"), Albert Tsang, Vera Oberlander,

Stephen J. Oberlander, Rosita Luk (Luk Fun Fong), and Katie Choi.

Appellant-Defendant Vera Oberlander ("Appellant" or "Vera") has never been in the

State of Ohio, has no contract with Appellee, and no contacts with the State of Ohio.

Nevertheless, she has been wrongfully subjected to the jurisdiction of the Cuyahoga County

Common Pleas Court on the sole basis that, until 2005, she was an officer, director and/or

shareholder of SPU, a foreign corporation organized and existing pursuant to the laws of Hong

Kong. It was alleged that Vera transferred assets in Hong Kong to avoid paying a judgment

creditor, TKS, in Ohio.

In this case, the Cuyahoga County Court of Common Pleas properly granted Appellant's

Motion to Dismiss because Appellee failed to demonstrate a pYinaza facie showing of personal

jurisdiction. (T.D. 74.). Appellee took a timely appeal to the Eighth District Court of Appeals

which affirmed in part, reversed in part and remanded the case back to the Cuyahoga County

Court of Common. Pleas. In reversing the decision of the Common Pleas Court, the Eighth

District Court of Appeals properly found:

{'^( 20^ To establish specific jurisdiction consistent with due process, this court hasheld that a plaintiff must demonstrate (1) that the defendant purposefully availedherself of the privilege of acting in the forum state or caused a consequence in theforuzn state, (2) the cause of action arose from the defendant's activities in theforum state, and (3) the acts of the defendant or consequences caused by thedefendant had a substantial enough connection with the fot-um state to make the

exercise of jurisdiction over the defendant reason.able. Kerger v, DentsplyInternatl, Inc., 8th Dist. Cuyahoga No. 94430, 201 1-Ohio-84, ¶ 14, citing Fritz-Ruyner-Cooke Co., Inc. v. Todd & Sargent, 10th Dist. Franklin No. OOAP-817,2001 Ohio App. LEXIS 436 (Feb. 8, 2001).

However, after reciting the proper standard of review, the Court of Appeals improperly

ignored that standard and found:

{¶ 24} Assuming, for purposes of a motion to dismiss, that all the allegations inthe complaint are true, the complaint establishes that Vera purposely wound upSPU to conceal its assets with the intent to avoid satisfying an Ohio judgment.These actions are sufficient to bring Vera within the scope of Ohio's Long ArmStatute pursuant to R.C. 2307.382(A)(6). Further, personal jurisdiction over Vera,under the circumstances alleged, does not violate her right to due process.Although Vera has never been to Ohio and has never had any personal business inOhio, she ran a business, which was a judgment debtor to an Ohio creditor, Heractions were not random; they were purposeful. She knowingly caused an injuryin Ohio by concealing assets to avoid paying an Ohio judgment. Therefore, thetrial court had personal jurisdiction over Vera. If the allegations in the complaintare untrue, Vera may still prevail on a motion for summary judgment or at trial.

In reaching this decision, the Court of Appeals created new la-w, disregarded existing law,

infringed on the sovereign interests of a foreign jurisdiction, and denied Appellant due process of

law. By exercising personal jurisdiction over Appellant on the basis that she was an officer,

director or shareholder of a foreign corporation when she allegedly wound up the corporation,

and trazlsferred assets, the Court of Appeals committed reviewable and reversible error.

Without question, the State of Ohio has no eonnection with or to the dissolution and

winding up of a foreign corporation or the sale or transfer of a foreign corporation's assets, even

when that foreign corporation is a judgment debtor of an Ohio corporation. The impact of the

Court of Appeals' decision, if it is allowed to stand, mandates that any officer, director or

shareholder of a foreign corporation could be burdened by the expense and inconvenience of

litigating in Ohio (even when he or she has never been to Ohio or has absolutely no connections

with this State) simply by virtue of the fact that he or she assisted in the dissolution, winding up

2

and sale or transfer of assets in a ioreigii corporation which is a judgment debtor to an Ohio

corporation.

Moreover, if the decision of the Court of Appeals is allowed to stand, the Courts of Ohio

would significantly and fundamentally encroacli on the sovereign interest of a foreign

jurisdiction which maintains a clear and fundamental interest in overseeing the dissolution and

winding up of corporations organized and existing pursuant to its laws. A foreign jurisdiction

has a clear and fundamental iiiterest in overseeing the sale, transfer and other disposition of

assets of tlze foreign corporation, particularly when those assets are located within its territorial

jurisdiction.

In Hong Kong, the Companies Registry is responsible for ad2ninistering and enforcing

the Companies Ordinance and several other related ordinances. See, the Hong Kong Companies

Ordinance', Part 10, Division 1, Subdivision 3. Its primary functions include the incorporation of

local companies; the registration of overseas companies; the registration of documents required

to be submitted by registered companies; the deregistration of defiinct, insolvent private

companies; the prosecution of companies and their officers for breaches of the various regulatory

provisions of the Companies Ordinance; the provision of facilities to inspect and obtain company

information; and advising the Governinent on policy and legislative issues regarding company

law and related legislation, including the Overall Review of the Companies Ordinance. When

appointed by the court and creditors, the Official Receiver is responsible for the proper and

orderly administration of the estates of insolvent companies ordered to be wound up by the court

under the winding-up provisions of the Companies Ordinance and of individuals or partners

declared bankrupt by the court under the Bankruptcy Ordinance.

l See http://www.cr.gov.hk/en/companies ordina.nce/companiesordiilance.htm.

3

For reasons demonstrated herein, review and reversal by this Court is of public and great

general interest.

II, STATEMENT OF THE CASE AND FACTS

In 1996, Appellee entered into a settlement agreement with Defendants Telcom Sezvices,

Inc. ("Telcom"), SPU, Stephen Oberl.ander, and R.W. Oberlander. (T.D. 40, T 6.) There were no

claims asserted against or settled with Appellant in that lawsuit. Thereafter, in 1998, TKS filed a

new action against Telcom, SPU, Stephen Oberlander and R.W. Oberlander, alleging breach of

the settlement agreement, which resulted in a default judginent being entered against those

defendants in favor of TKS. (T.D. 40, Ti 7) Moreover, Appellant was never named as a party in

either of these actions. Once again, there were no claims asserted against or judgments obtained

against Appellant.

Appellee then initiated a third law suit in order to collect on and enf©rce the judgment

from the 1998 action. (T.D. 40.) According to the Amended Complaint, TKS undertook

collection efforts including transferring the judgment to foreign jurisdictions, reviving the

judgment, taking depositions, requesting documents and attending numerous hearings. (T.D. 40,

T s-9.)

In count one of the Amended Complaint, Appellant alleged that the "defendants

tortiously interfered with TKS's business relations" by fortning "SPU2" and concealing and

conveying assets. (T.D. 40, T 25.) In count two, TKS alleged a conspiracy. (T.D. 40, ¶ 32.) In

count three, TKS alleged that SPU2 was a successor corporation to SPU and1or a mere

continuation of the previous entity. (T.D. 40, ¶ 36, 37.) In count four, TKS alleged "various

wrongs, and dishonest and unjust acts upon TKS." (T.D. 40, ¶ 43.) In count five, TKS alleged

conversion. (T.D. 40, ¶ 46-49.) Finally, in count six, TKS alleged violations of Ohio's Uliform

4

Fraudulent Conveyance Act, (T.D. 40, T 51-54.) Notably, none of the allegations specifically

identified Appellant as a wrongdoer in any of these causes of action.

Based on its collection efforts, TKS claimed and alleged that it learned that "Defendants

concealed and transferred assets to avoid payment of TKS' judgment." (T.D. 40, T 10.)

Specifically, in support of these allegations, TKS alleged that "Vera Tsang [Oberlander] resigned

as a director of SPU while Tsang Sau Fong and Katie Choi were appointed as directors on 7 July

2008." Id. Aside from the innocuous revelation about Appellant, there were no specific

allegations made against Appellant in the Amended Complaint. (T.D. 40.)

Nonetheless, TKS alleged that SPU2 was an "alter ego," a"znere continuation," a

"successor corporation," and a "mere instruinentality" of SPU and/or the individual defendants,

that each defendant acted as a "partnership rather than a corporate entity" and that Appellant was

liable to TKS for the revived judgment, which "stands at $751,537.51 plus attorneys' fees and

statutory interest at the rate of ten percent (10%) per atunum from the date of the judgment."

(T.D. 40, T 13-23.) SPU and SPU2 are companies organized and existing in Tsuen Wan, New

Territories, Hong Kong. Id.

Appellant Vera Oberlander is a citizen of the United Kingdom and a permanent resident

of the United States, residing in Los Angeles County, California. (T.D. 63, Affidavit of

Oberlander, Tl; "Oberlander Affidavit".) Since 2009, she has spent almost half of her time in

Hong Kong to take care of her elderly mother, Id. Her only connection to this matter was that

she was married to Defendant Stephen Oberlander until they were divorced in 2005. (T.D. 63,

Oberlander Affidavit T 2.) Appellant resigned and is no longer a director, shareholder or officer

of the old company SPU. She sold her 33% ownership shares of this company to a third party

shortly after the divorce in 2005. (T.D, 63, Oberlander Affidavit T 3.) At that time, contrary to

5

Appellee's assertions otherwise, Appellant was no longer in control of SPU and did not control

its finances. (T.D. 63, Oberlander Affidavit ¶ 4-5.) Moreover, Appellant was never a director,

shareholder or officer of the new company, SPU2. (T.D. 63, Oberlander Affidavit ¶ 4.)

Appellant has never traveled to the State of Ohio. (T.D. 63, Oberlander Affidavit ¶ 7.)

She has never transacted any business in the State of Ohio. (T.D. 63, Oberlander Affidavit ¶ S.)

She has never transacted any business with Appellee, or any of its agents, employees or other

representatives. (T.D. 63, Oberlander Affidavit ¶9,) She has never contracted to provide any

goods or services in the State of Ohio, never conducted or solicited business or engaged in any

other course of conduct within the State of Ohio, or derived any revenue from goods used or

consumed or services rendered in the State of Ohio, (T.D. 63, Oberlander Affidavit ¶ 10-11.)

She has never had an interest in any real or personal property witliin the State of Ohio. (T.D.63,

Oberlander Affidavit ¶ 13). She has never engaged in any conduct to knowingly cause injury to

any person withizt the State of.Ohio and had no reason to believe that any conduct she engaged in

could be expected to cause injury in the State ofOhio, (T.D. 63, Oberlander Affidavit ¶ 12.) In

short, Appellant has no connections or contact within the State of Ohio. (T.D. 63, Oberlander

Affidavit ¶ 14.) Thus, it would create a significant hardship on Appellant if she were forced to

travel to the State of Ohio in order to defend the unfounded and unsupported allegations against

her in the underlying lawsuit. (T.D. 63, Oberlander Affidavit ¶ 15.) Finally, Appellant had - and

has - limited means to support herself and her family. Her limited firaancial resources support

her frequent trips to 1-fon.g Kong to care for her elderly mother, (T.D. 63, Oberlander Affidavit ¶

16.) Hauling Appellant into court in Ohio under these circumstances, especially when she has

never set foot in the State of Ohio, would only serve to impose an unfair and extreme hardship

upon her, in violation of Ohio law, the civil rules and Appellant's due process rights.

6

Finally, Appellee initiated litigation in the State of California, where Appellant is a

resident, in which Appellant was a named defendant. (T.D. 63, Oberlander Affidavit '(j 5.)

Arguably, jurisdiction was appropriate in California, however, that lawsuit was dismissed

approximately one month prior to the trial date. Id. Sometime after the Califonua suit was

dismissed, Appellee filed the present suit here in Ohio.

III. LAW AND ARGUMENT

PROPOSITION OF LAW NO I: An Ohio court does not have personal jurisdictionover an officer, director or shareholder of a foreign corporation who assists in thedissolution and winding up of a foreign corporation in a foreign jurisdiction.

A. Constitutional and. Statutory Framework

When determining whether a state court has personal jurisdiction over a nonresident

defendant, courts are obligated to deterniine (1) whether the state's "long-arm" statute and

applicable rules of civil procedure confer personal jurisdiction. and, if so, (2) whether granting

jurisdiction under the statute and rules would deprive a defendant of the right to due process of

law under the Fourteenth Amendment to the United States Constitution. US. Sprint

Communications Co., Ltd. Partnership v. Mr. K :s Foods, Inc., 68 Ohio St.3d 181, 183-184

(1994). The trial court must review the facts and circuinstances of each jurisdictional challenge

on a case by case basis. "The nature and quality of the act, as well as the circumstances

surrounding its commission, nlust be examined to determine whether personal jurisdiction exists.

in each case." Ilzterrzatl. Shoe Co. v. Washington, 326 U.S. 310, 66 S.Ct. 154 (1945).

In InteYnatl. Shoe, the United States Suprerne Court held that a state may assert personal

jurisdiction over a nonresident defendant if the nonresident has "* * * certain minimum contacts

with it such that maintenance of the suit does not offend `traditional notions of fair play and

substantial justice. "' Id. at 316. (Citation omitted.) The Court emphasized that the analysis under

7

the "minimum contacts" rule "cannot simply be mechanical or quantitative," but, rather, whether

due process is satisfied depends" upon the quality and nature of the activity." Id. at 319.

Later, in I3urgeY King Corp, v. Rudzewicz, 471 U.S.462, 471-472, 105 S.Ct. 2174 (1985),

the United States Supreme Court concluded that "* * * the constitutional touchstone remains

whether the defendant purposefully established `minimum contacts' in the forum State." Id. at

474, quoting Internatl. Shoe, supra, at 316. The "minimum contacts" standard serves two

functions. First, it protects the nonresident defendant "against the burdens of litigating in a

distant or inconvenient forum." World-Wide lrolkswagen CoYp, v. Woodson, 444 U.S. 286, 292,

100 S.Ct. 559 (1980). Secoiid, it ensures that the states do not encroach on each other's sovereign

interest. Id.

The requirement of demonstrating "minimum contacts" is satisfied whcn the defendant

foreseeably causes injury in the forum state if "`* ** the defendant's conduct and connection

with the forum State are such that he should reasonably anticipate being haled into court there,

WoYld-Wide Volkswagen Corp., supra, at 297. (Emphasis provided.) The Burger King court

explained the contours of the "reasonably anticipate" notion in the following manner:

The unilateral activity of those who claim some relationship with a nozv-esidentdefendant cannot satisfy the requirernent of contact with the forum State. Theapplication of that rule will vary with the quality and nature of the defendant'sactivity, but it is essential in each case that there be some act by which thedefendant purposef'ully avails itself of theprivilege of condueting activities withinthe foYufn State, thus invoking the benefits and protections of its laws. This"purposeful availment" requirement ensures that a defendant will not be haledinto a jurisdiction solely as a result of "random," "fortuitous," or "attenuated"contacts[.] * * *

Burger King, supra, at 474-475. (Citations omitted. Einphasis provided.) Minimum contacts with

the State of Ohio are not established simply by virtue of the fact that an officer, director or

8

shareholder of a foreign corporation assists in the dissolution, winding up and the transfer of

assets in, a foreign corporation.

B. Ohio's long arm statute and civil rules do not confer jurisdiction over anofficer, director or shareholder of a foreign corporation who assists in thedissolutzon of a foreign corporation in a foreign jurisdiction.

Ohio's long-arm statute, R.C. 2307.382, enumerates specific acts that give rise to

personal jurisdiction and provides:

(A) A court may exercise personal jurisdiction over a person who acts directly or by anagent, as to a cause of action arising from the person's:

(6) Causing tortious injury in this state to any person by an act outside this statecommitted with the purpose of iiijuring persons, when he might reasonably haveexpected that some person would be injured thereby in this state."

The allegation that Appellant purposely dissolved and wound up the affairs and

liquidated the assets of a foreign corporation. does not satisfy the requirements of R.C.

2307.383(A)(6). First, all alleged acts took place in Hong Kong. The dissolution and winding up

took place in Hong Kong. The transfer of assets took place in Hong Kong. The alleged injury -

the transfer of assets - took place in Hong Kong, not Ohio. Appellee may have been injured by

the breach of contract, but the transfer of assets did not cause further injury. It may have

prevented Appellee from recovering for some or even all of the injury but it did not create injury.

Clearly, there was no meaningful connection between Appellant and the State of Ohio so

as to make the exercise of jurisdiction reasonable. Yoger v. AZcala, 2011-(3hio-4414, T12 (Ohio

App. 8"' Dist. 2011); Escada International, Inc. v. Eur•ocargo Express, 2002-Ohio-4035,54-55

(Ohio App. 8t" Dist. 2002).

9

C. The due process clause does not permit the exercise of personal jurisdictionby an Ohio court over an officer, director or shareholder of a foreigncorporation who assists in the dissolution of a foreign corporation in aforeign jurisdiction.

In the event a defendant is found amenable to suit in Ohio under the long-arm statute and

applicable civil rules, then jurisdiction is properly exercised so long as the saine would not

offend due process principles applicable to the states tlirough the Fourteenth Amendment to the

United States Constitution. "The Due Process clause protects ai1 individual's liberty interest in

not being subject to the binding judgments of a forum with which he has established no

meaningful `contacts, ties, or relations. "' Burger King, supra at 471-472. Therefore, although

Ohio's long-arm statute might confer personal jurisdiction over Appellant, an Ohio court cannot

exercise personal jurisdiction over Appellant if doing so would violate her constituti:onal right to

due process.

Ohio's long-arm statute is not coterminous with due process. National Court Reporters,

Inc. v. Rebecca N. Strandberg & Associates, 2009-Ohio-2271, '((9 (Ohio App. 8"' Dist. 2009);

American Office Services, Inc. v. Sircal Contracting, Inc., 2003-Ohio-6042, 1110 (Ohio App. 8t"

Dist. 2003). Due process requires that the defendant has established "ininimum contacts" with

the forum state such that the maintenance of the suit does not offend "`traditional notions of fair

play and substantial justice."' Id., at 316, quoting Milliken v. Meyer, 311 U.S. 457, 463, 61 S.Ct.

339 (1940). Moreover, the exercise of personal jurisdiction over a nonresident defendant will not

offcnd due process principles when the defendant's activities within the state are systematic and

continuous. Interr2atl. Shoe, supra, at 319.

Personal jurisdiction can be either general or specific, depending upon the nature of the

contacts that the defendant has with tlie forum state. Kauffman Racing Equipment, L.L.C. v.

Roberts, 126 Ohio St.3d 81, 2010-Ohio-2551 (Ohio 2010), at T48; Conti v. Pneumatic Prods.

10

Corp. (C.A.6, 1992) 977 F.2d 978, 981. "General jurisdiction is proper only where `a

defendant's contacts with the forum state are of such a continuous and systematic nature that the

state may exercise personal jurisdiction over the defendant even if the action is unrelated to the

defendant's contacts with the state."' Bird v. Parsons (C.A.6, 2002), 289 F.3d 865, 873 quoting

Third Natl. Bank iin Nashville v: WEDGE Group, Inc. (C.A.6, 1989), 882 F.2d 1087, 1089.

Specific jurisdiction applies when "a State exercises personal jurisdiction over a

defendant in a suit arising out of or related to the defendant's contacts with the forum."

Helicopteros Nacionales de Colombia, S.A. v. Hall, 466 U.S. 408, 414, 104 S.Ct. 1868 (1984).

In Bird, supra, the court held that specific jurisdiction "is permissibleonly if [a defendant's]

contacts with Ohio satisfy the three-part test that this court established in Southern Machine

Conzpany v. Mohasco Industries, Inc., 401 F.2d 374, 381 (6th Cir.1968):

First, the defendant must purposefully avail himself of the privilege of acting in

the forum state or causing a consequence in the foruzn state. Second, the cause of

action must arise from the defendant's activities there. Finally, the acts of the

defendant or consequences caused by the defendant must have a substantial

enough connection with the forum state to make the exercise of jurisdiction overthe defendant reasonable. Bird, 289 F.3d at 874.

This Court has adopted the Southern Machine factors in KaufnianRacing

Equipment, supra. In Kauffinan, this Court held:

{T 51) The first S. Machine factor is whether the defendant purposefully availedhimself of the privilege of acting in the forum state or causing a consequence inthe forum state. "Purposeful availment" is present when the defendant's contactswith the forum state "proxiniately result from actions by the defendant himself'that create a`substantial connection' with the forum State." (Einphasis sic.)Burger King Corp. v. Rudzewicz (1985), 471 U.S. 462, 475, 105 S.Ct. 2174, 85L.Ed.2d 528, quoting McGee v. Internatl, Life Ins. Co.(1957), 355 U.S. 220, 223,78 S.Ct. 199, 2 L.Ed.2d 223. The defendant's conduct and connection with the

forum must be such that he "`should reasonably anticipate being haled into courtthere.' " Id, at 474, quoting World-Wide TZolkswagen Corp. v. Woodson, (1980)444 U.S. 286, 295, 100 S.Ct. 559, 62 L.Ed.2d 490. "This 'purposeful availment'

11

requirement ensures that a defendant will not be haled into a jurisdiction solely asa result of `random, ``fortuitous, ' or `attenuated' contacts, ".Id. at 475, citingKeeton, 465 U.S. at 774, 104 S.Ct. 1473, 79 L.Ed.2d 790, or of the "`unilateralactivity of another party or third person.' " Id., quoting Helicopteros Nacionales,466 U.S. at 417, 104 S.Ct. 1868, 80 L.Ed.2d 404. In certain circumstances, the"plaintiffs residencc in the forum may, because of defendant's relationship withthe plaintiff, enhance the defendant's contacts with the forum. Plaintiffs residencemay be the focus of the activities of the defendant out of which the suit arises."Keeton, 465 U.S. 770 at 780, 104 S:Ct. 1473, 79 L.Ed.2d 790.

In .E'scada Int'l, Inc. v. Eurocargo Express, 2002-Ohio-4035, 80761, 02-LW-3521 (8th),

the Court of Appeals applied the correct standard:

{T55}Intentional Tortious Injury. The question whether the common pleas courtmay have had personal jurisdiction over EuroCargo under R.C. 2307.382(A)(6)and Civ.R. 4.3(A)(9) is more difficult. The complaint does allege that EuroCargointentionally misrepresented that it would timely deliver Escada's goods toMoscow, thus, arguably, purposely causing tortious injury in Ohio by an actcommitted outside the state with the purpose of injuring persons, when thetortfeasor might reasonably have expected that some person would be injured inOhio. R.C. 2307.382(A)(6) and Civ.R. 4.3(A)(9). Nonetheless, EuroCargo's dueprocess rights would be violated by the Ohio courts' exercise of personaljurisdiction over it. As discussed above in connection with the `transactingbusiness' standard, there is no evidence EuroCargo established a meaningf-ulconnection with Ohio so as to make the exercise of jurisdiction here reasonable.See Heffernan v. Options Associates, Inc. (June 8, 2001), Hamilton App. No. C-000634 (dismissing fraud claim for lack of personal jurisdiction); The Cadle Co.v. Lobingier (Aug. 16, 1996), Trumbull App. No. 96-T-5353 (sarne).

{T56}'Accordingly, upon a thorough review of the record and the foregoing caselaw, we conclude that the trial court lacked in personam jurisdiction overappellant in this case and the default judgment taken against him *** is void abinitio.'

{T57}Keybank Nat'Z Assn. v. 1'awill (1998), 128 Ohio App.3d 451, 456. The firstassignment of error is sustained to the extent EuroCargo contends that thecommon pleas court lacked personal jurisdiction over it. Therefore, we reverseand remand with instructions to dismiss the coniplaint for lack of personaljurisdiction.

12

In the present case, Appellee failed to demonstrate that Appellant engaged in a pattern of

systematic and continuous activities in the State of Ohio. In fact, there was no evidence that

Appellant had any contacts with the State of Ohio, let alone mininaum contacts or that Appellant

engaged in economic activity in Ohio. Further, Appellee failed to demonstrate that Appellant

engaged in any activity outside of the state which would cause her to reasonably believe that she

would be accountable for such actions in the courts of the State of Ohio. Appellant's conduct in

allegedly participating in the dissolution of SPli and the sale of its assets, all of which allegedly

took place in Hong Kong, did not cause any consequences in this State and could not have

caused Appellant to reasonably anticipate being haled into an Ohio court.

PROPOSITION OF LAW II: The legal injury for purposes of establishing longarm jurisdiction occurs in the state where the alleged conversion, transfer ordisposition of property takes place.

In cases involving intentional torts, the applicable "minimum contacts" test is the

"effects" test set forth by the Supreme Court in Calder v. Jones, 465 U.S. 783 (1984); Oldfield v.

Pueblo deRaliia Lora, S.A., 558 F.3d at 1220 n.28 (l ith Cir. 2009). "Stated in its broadest

construction, the effects test requires a showing that the defendant (1) committed an intentional

tort (2) that was directly aimed at the forum, (3) causing an injury within the forum that the

defendant should have reasonably anticipated." Id. (citations omitted); see also Licciardello v.

Lovelady, 544 F.3d 1280, 1286 (11th Cir. 2008); and Ziegler v. Indian River County, 64 F.3d

470, 473 (9th Cir. 1995).

The majority of courts to examinc whether conversion, concealment or transfer of a

plaintiff's property outside the forum is enough to show that a defendant has "directly aimed [its

tortious conduct] at the forum," Oldfield, 558 F.3d at 1220 n.8, have concluded that it does not.

See, Precision IBC, Inc. v. Wagner Ink, Inc., CA 1:12-00671-C (U.S. Dist. Ct. Ala. 2013);

13

United States v. Swiss American Bank, 191 F.3d 30, 37-38 (1st Cir. 1999); Wien.Air Alaska, Inc.

v. .13yandt, 195 F.3d 208, 212 (5th Cir. 1999) ("Foreseeable injury alone is not sufficient to confer

specific jurisdiction, absent the direction of specific acts toward the forum."); Nor°znent Security

Group, Inc. v. Granger Ajorthern Inc., 2009 WL 458540, at * 15; Viracon, Inc, v, J & L Cz.crtain

Wall LLC, 929 F.Supp.2d 878, 2013 WL 885465, at *5-6 (D. IViirul. Mar. 8, 2013); Power

Beverage. LLC v. Side Pocket Foods Co., C/A No. 06;12-931-TMC, 2013 WL 227875, at *6

(D.S.C. Jan. 22, 2013).

In the present case, the alleged winding down of SPU and the transfer or concealment of

assets took place in Hong Kong. The injury which Appellee seeks recovery took place in Hong

Kong. There were no acts alleged to have taken place which were directly aimed at the Appellee

in the State of Ohio.

In considering Ohio's long-arm statute, the civil rules and Appellant's due process rights,

the trial court properly grantcd Appellant's Motion to Dismiss because it could not assert

jurisdiction over Appellant. The Court of Appeals committed reviewable and reversible error in

finding that Appellee established a prima facie showing of personal jurisdiction over Appellant.

Respectfully Submitted,

Davi kuppage (0047104)Margaret M. Metzinger (0065624)Climaco, Wilcox, Peca,Tarantino & Garofoli Co., L.P.A.55 Public Square, Suite 1950C1eveland, Ohio 44113Telephone: (216) 621-8484Facsimile: (216) 771-1632dmcupp@climacolaNv.comnunnleta c^climacolaw.com

.fl ttorneys for Appellant Vera Oberlander

14

CERTIFICATE OF SERVICE

The undersigned hereby certifies that a copy of Appellant Vera Oberlander's

Memorandum in Support of Jurisdiction has been served via regular IJ.S. mail upon Louis J.

Licata and Jody Perkins Ryan, Licata & Toerek, 6480 Rockside Woods Blvd. Sa-uth., Suite 180,

Independence, Ohio 44131, thiszzday of October 2013.

^^ ' -c .f ^ ^s1,L,

------------David .̂ Cuppage (047104)

15

v.L.ourt of ippia1!5 of 00tDEIGHTH APPELLATE DISTRICT

COUNTY OF Cl A'AHOGA

JOURNAL ENTRY AND OPINIONNo. 99714

TIMEKEEPING S^.'STEMS, INC.

PLAINTIFF-APPELLANT

vs.

SAFETY PROTECTIONUNIVERSAL LIMITED, ET A.L.

DEFENDANTS-APPELLEES

JEJ D 4.Jf1Y.9.EN1. :

AFFIRMED IN PART,REVERSED IN PART, REMANDED

Civil Appeal from theCuyahoga County Court of Comxnon Pleas

Case No. CV-754018

BEFORE: E.T. Gallagher, J., Boyle, P.J., and S. Gallagher, J.

RELEASED AND JOURNALIZED: September 12, 2013

-1-

ATTORNEYS FOR APPELLANT

Louis J. Licata

Jody Perkins R,yanLicata & Toerek

6480 Rockside Woods Blvd., SouthSuite 180Tndependence; Ohio 44 131

A:TTORNEYS FOR APPELLEES

David M. Cuppage

Margaret M. Metzinger

CTiin.aco, Wilcox, Peca, Tarantino & Garofol:i55 Public Square, Suite 1950Cleveland, Cfhio 44113

!7LF^NA ;,.;2- E uPER ^PP.R, L^^")^l"r

CUi'.:^yro:,vVF

.^i `6 F i a

EILEEN T. GAL3^GHER; J.:

fTl 1) Plaintiff-appella.nt, Timekeeping Systems, Inc., ("TKS"), appeals from

a judgment dismissing defendant-appellee, Vera Oberlander (a.k.a. Vera Yat Kiu

"Vera"), for lack of personal jurisdiction. We find some merit to the appeal and

affirm in part and reverse in part and remand.

1fi21 In February 1996, TKS filed a complaint against defendants Te.lcorn

Services, Inc.; Stephen Oberlander, individually; RM. Oberlander, individually;

Helen Oblerlander, individually; and Security Products Unlimited ("SPU") for

breach. of contract and fr.aud. Prior to trial, TKS reached a settlement

agreement with Telcom, S:PU, Stephen Oberlander, and R.W. Oberlander. The

agreement excluded defendant Helen Oberlander.

$¶3} In October 1998, TKS filed. a new action against Telcom, SPU,

Stephen Oberlander, and R.W. Oberlander for breach of the settlement

agreement. TKS obtained a default judgm.ent against the defendants and

transferred the judgment to several j urisdictions throughotzt the United States.

When collection efforts were unsuccessfztl, TKS filed a zn:otion to revive and shaw

cause, which the court granted. In October 2006, the trial court entered a

revived judgment in the amount of $230,641.29, which represented the principal

amount of the debt, interest, and attorney fees incurred in attempting to collect

the debt.

$; 41 TKS transferred the revived judgment to foreign jurisdictions, located

witnesses in Hong Kong, and took depositions. While searching for assets to

satisfy its debt, TKS discovered that the defendants had allegedly concealed. and

transferred assets to avoid paying TKS's judgment. As a result, i.n April 2011,

TKS filed the instant action against SP"l;, Safety Protection Universal. ("SI'L'2"),

and various indivi.dual defendants i.ncluding, for the first time, Vera. The

complaint, which was later amended, alleged various counts of fraud, tortious

interference with TKS's business, conspiracy, conversion, and violations of Ohio's

Uniform Fraudulent Conveyance Act.

{¶'a, Vera is a citizen of the t;nited Kingdom and a permanent resident of

the United States residing in California. TKS failed to obtain service on Vera

until April 20I2, when it served her with notice by publication. TKS

subsequently filed a motion for default judgment against her, Before the court

ruled on the motion, Vera filed a motion to dismiss for lack of personal

jurisdiction. The court denied Vera's motion because she failed to request leave

to plead in violation of Civ.R. 6(B), and granted TKS's motion for default

judgment.

^[6} Vera later filed a motion to vacate the default judgment, whi$ ch

included a request for dismissal for lack of personal jurisdiction. She argued

that the court lacked personal jurisdiction to enter judgment against her. The

court vacated the default judgment but denied Vera's request for dismissal, At

a subsequent pretrial, the court gave Vera leave "`to answer or otherwise

respond" to the complaint by October 31, 2012.

f71 Vera filed a timely second motion to dismiss or for a more definite

statez-n.ent. This time, the court granted the motion to dismiss, explaining that

TKS failed to demonstrate a prima facie showing that the court had personal

jurisdiction over Vera. TKS now appeals and raises three assignments of error.

Default Judgment

{¶ 8} In its first assignment of error, TKS argues the trial court erred by

vacating its default judgment against Vera. lt contends the court lacked

authority to vacate the default judgment, because Vera failed to file a reque,st for

leave to plead accompanied by a showing of excusable neglect.

f^j'9} In support of its argument,TKS relies on Civ.R. 12(A), 12(B), and

6(B). Civ.R. 12(A,:) requires that responsive pleadings be filed within 28 days of

service on the def'eradant. Civ.R. 12(B) provides that a defendant may raise lack

of personal jurisdiction as a defense by motion. As previously stated, Civ.R: 6(B)

pro^^i.des that a court may permit. a defendant to file an untimely response to a

complaint "where the failure to act was the result of excusable neglect." TKS

also cites several cases for the proposition that a court abuses it s discretion when

it allows the defendant to file an untimely response to the complaint without a

showing of excusable neglect.

^Tj 10} However, Vera's motion to vacate was not predicated on any civil

rule, including Ci:v.Pi,. 60(B), which governs most motions for relief from

judgm.ent. Instead, she argued that because the court lacked personal

jurisdiction over her. the default judgment was void, and the court lacked

authority to require her to seek leave before filing a motion to dismiss.

{¶11} A court's authority to vacate a void judgment is not derived from the

Rules of Civil Procedure, but rather is an inherent power possessed by courts.

Cincinnati School Dist. Bd. of Edn,. u. Ha,m.ilton Cty. Bd. of Revision, 87 Olrio

St.3d 363, 368, 2000-Ohio-452, 721 N.E.2d 40. A judgment rendered b-'% a court

lacking jurisdiction is void ab initio, and may be vacated by virtue of the court's

inherent power, independent of the grounds for vacation ofjudgments set forth

in Civ.R. 60(B). Patton ;;. Diemer, 35 Ohio St.3d 68, 518 i4.E.2d 941 (1.988),

paragraphs three and four of the syllabus;Ma.ryhew u. Yova, 1 i Ohio St.3d 154.

156, 464 N.E.2d 538 (1984). Thus, Vera was not required to comply with either

Civ.R. 6(B) or 60(B) before filing her motion to vacate the default judgment.

Patton at paragraph three of the syllabus.

t ^ 12) Further, Vera's failure to file a tim.ely response to the complaint did

not waive the personal jurisdi.ction defense. In Ma1°yhew, the Ohio Supreme

Court held that if the defendant does not appear in the action, the defense is not

waived for failing to object. Id. at 156-159 (defendant had not submitted to the

court's jurisdictien, where submission to jurisdiction would have waived the

issue of lack ofpersonal jurisdiction). Therefore, Vera had the right to assert the.

personal Jurisdiction defense in her motion to vacate the default iudgment even

though i.t was filed over 28 days from the date of service and she never requested

leave to plead.

{^, 13} The first assignnlent of error is overruled.

Personal Jurisdiction

{^141 In the second assignment of error, TKS argues the trial court erred

in dismissing its complaint against Vera for lack of personal jurisdiction

pursuant to Civ.R., 1_2(B)(2). In the third assignment of error, TKS argues the

trial court erred in concluding that TKS failed to establish a prima facie case

that Vera's conduct brought her within the court's jurisdiction. We discuss these

assigned errors together because they are interrelated.

{1 15} When a dei'endant moves to dismiss a case for lack of' personal,

j urisdiction, the plaintiff bears the burden of esta.blishing that the trial court has

personal jurisdicti.on over the defendant. Giachetti V. Holrr'tes, 14 Ohio App.3d

306, 307, 471 N.E.2d 165 (8th Dist. I984). Where, as here, the trial court

determines personal. Jurisdiction without an evidentzary hearing, the plaintiff

need only establish a prima facie showing of personal. jurisdiction, which

requires sufficient evidence to allow reasonable minds to conclude that the trial

court has personal jurisdiction. Giachetti at 307.

{^,-, I6} In determining whether a motion to dismiss should be granted, we

accept as true all factual allegation.s in the complaint. Mitchelt7 z;. Lawson Milh,

Co., 40 Ohio St.3d 190, 192, 532 N.E.2d 753 (7.988). The trial court may hold an

evidentiary hearing and receive oral testimony or "hear" the matter on

affidavits, depositions, and interrogatories. Kauffman Racing Equip., L.L. C. r.,.

Roberts. 126 Ohio St.3d 81, 2010-()hio-2551, 930 N.E:2d 784, 27. If the court

determines its jurisdiction without an evidentiar.y hearing, i.t must view

allegations in the pleadings and documentary evidence in the light most

favorable to the nonmoving party. Goldstein u. Christiansen, 70 Ohio St.3d 232,

236, 638 N.E.2d 541 (1994). In the absence of an evidentiary hearing, the

plaintiff need only make a prima facie showing of jurisdiction to withstand the

motion to dismiss. Giachetti at 307. Personal jurisdiction is a question of law

that an appellate court reviews de novo. Cincinr2ati, v. Beretta U.S.A. Corp., 95

Ohio St.3d 416, 2002-(7hio-2480, '768 N.E.2d 1136, J^{ 4-5.

{^1 17} Determining whether a state court has personal jurisdicti.on over a

nonresident defendant involves a two-step analysis. U.S. Spri,nt

Communications Co. Ltd. Partnership t;. Mr. K's Foods, Inc., 68 C}hio St.3d 18I,

183, 624 N.E.2d 1_048 (1994). First, we must determine if Ohio's "long-arm"

statute and civil rules apply to confer personal jurisdiction. -1d, at 184. I.f so, we

must dete.rmine if application of personal juriscziction "wouid deprive the

defendant of the right to due process of law pursuant to the Fourteenth

Amendment to the Llnited States Constitution." Id.

(¶181^ Ohio's long-arm statute is set forth in R.C. 2307.382. This statute

authorizes personal jurisdiction of Ohio courts over out-of-state persons who

take certain actions that create relationships with Ohio, including transacting

business or causing tortious injury in this state. R.C. 2307.382(A)(1), (A}(3}, and

(A)(4); see also Civ.R. 4.3(g)(1). (A,)(3), and (A)(4) (allowing service of process on

nonresident defendants who transact business or cause tortious injury in Ohio).

As relevant, here, R.C. 2307.382(A)(6) states:

A court mav exercise personal jurisdiction over a person who acts

directly or by an agent, as to a cause of action arising from theperson's ^**[c]ausing tortious injury in this state to any person by

an act outside this state committed with the purpose of injuringpersons, when he znight reasonably have expected that sorne personwould be injured thereby in. this state.

^^i 19) The second. step of the analysis involves due process. Due process

is satisfied if a foruni has either specific or general ju.ri_sdiction over a

nonresident defendant. Helicopteros Nacionales de Colombia, S.A. u, Ha1,l, 466

U.S, 408, 414-415, 104 S.Ct. 1868, 80 L.Ed.2d 404 (1984), fns. 8 and 9. TKS

concedes that Ohio has no general juri.sdictior_ over Vera. Specific jurisdiction

exists if a defendant "purposefully est.abiished. minimum contacts within the

forum State" and if the "litigation results from alleged injuries that `arise out of.'

or relate to' those activities" creating "minimum contacts." Burger King Corp.

^. Rudzeu;i,cz, 471 1-J.S. 462, 476, 105 S.(,"t. 2" 74, 85 I1.Ed.2d 528 (1.985).

{¶201 To establish specific jurisdi.ction consistent with due process, this

court has held that a plaintiff must demonstrate (1) that the defendant

purposefully availed herself of the privilege of acting in the forum state or

caused a consequence in the forum state, (2) the cause of action arose from the

defendant's activities in the forum state, and (3) the acts of the defendant or

consequences caused by the defendant had a substantial enough connection with

the forum state to make the exercise of jurisdiction over the defendant

reasonable. Kerger u. L3entsply Interncztl., Inc., 8th Dist. Cuyahoga No. 94430,

2011-C}hio-84, 1' 14, citing.l{'ritz-Rurner-Cooke Co., .Tnc. u. Todd & Sargent, 10th

Dist. Frankli.n No. OOAP-817, 2001 Ohio App. LEXIS 436 (Feb. 8, 2001).

{^121} TKS argues that Vera's status, as a former shareholder and

manager of SPU, consti.tutes sufficient nunimum contacts with Ohio to make the

exercise of jurisdiction over her reasonable. In support of its argument, TKS

submitted her ex-husband Stephen Oberlander's ("Stephen") trial testiinony

from TKS's litigation against PCU in Hong Kong. Stephen testified that in April

2007, he knew that TKS would obtain a default judgment against SPU if SPU

f'ailed to assert a defense. He also admitted that, at that same time. SPLT sold

all of its assets to wind up the company. When. asked whether he agrees that

these actions were taken in an effort to avoid a possible judgment against SPU,

he stated:

Well, 1, as I said, I had nothing to do with them closing down. Ifanybody was going to enter a defence [sic], it should have been mywife seeing how she's the one who was running the company.

He also stated that Vera was the "real decision-maker [sic] of SPU."

{^ 221 TKS also submitted the transcript from Vera's debtor's examination

dated gpril. 15, 2004, in which she admits that she was running SPU at that

time (tr. 22). In the affidavit she submitted in support of her motion to dismiss,

Vera states that she divorced Stephen. in 2005 and. sold her 33 percent ownership

interest in SPLT2 "shortly after the divorce." However, as previously stated,

Stephen testified that Vera was still running the company in April 2007, and the

complaint alleges that Vera resigned as a direct.or of SPU2 on July 7, 2008. The

allegations and the evidence, viewed in a light most favorable to TKS, indicates

that Vera was running SPU when it was wouncl up and that she was running

SPU2 for some time after it was formed in April 2007 (amended coznplaint. 1,1' 10).

{^23} The amended complaint alleges that "the intermingling of ilhe assets

of SP^.i and SPU2 was prompted by an effort to avoid collection efforts of TK.S

which holds judgment against SPU and other named defendants, but not the

newly formed SPU2." The amended complaint further alleges the defendant.s,

including Vera and SPU2, tortiously interfered with TKS's business, conspired

to defraud TKS, wrongfully converted TKS's propert;y, and violated Ohio's

Uniform Fraudulerit Conveyance Act by con.cealing SPU's assets and reopening

under the new name Sl'U2.

}¶24} Assuming, for purposes of a motion to dismiss, that all the

allegations in the coznplaint are true, the complaint establishes that Vera

purposely wound up SPU to conceal its assets with the intent to avoid satisfying

an Ohio judgment. These actions are sufficient to bring Vera. within the scope

of Ohios Long Arm. Statute pursuant to R.C. 2307.382(A)(6). Further, personal

jurisdiction over Vera, under the circumstances alleged, does not violate her

right to due process. Although Vera has never been to Ohio and has never had

any personal business in Ohio, she ran a business, which was a judgment debtor

to an Ohio creditor. Her actions were not random; they were purposeful. She

knowingly caused an injury in Ohio by concealing assets to avoid paying an Ohio

judgment. Therefore, the trial court had personal jurisdiction over Vera. If the

allegations in the complaint are untrue, Vera may still prevail on a motion for

summary judgment or at trial.

{¶25} Th.e second and third assignments of error are sustained.

{T26} Judgment affirmed in part, reversed in part, and remanded to the

lower court for further proceedings consistent with this opinion.

It is ordered that appellant and appellee share the costs herein taxed.

The court finds there were reasonable ^rounds for this appeal.

It is ordered that a special mandate issue out of this court directing t'rze

common plea.s court to carry th.is judgment into executi(M.

A certified copy of this entry shali constitute the naandate pursuant to

Rule 27 of the. Rules of Appellate Procedure.

EILEEN T. GALLAGHER, JUDGE

1VIAR^.' J. BOYLE, P.J., andSEAN C. GALLAGHER, J., CONCUR