[Cite as Force Indoor Sports L.L.C. v. Domestic Linen Supply Co., Inc., 2017-Ohio-7317.]

Court of Appeals of Ohio

 EIGHTH APPELLATE DISTRICT 

 COUNTY OF CUYAHOGA 

 JOURNAL ENTRY AND OPINION

 No. 104788 

FORCE INDOOR SPORTS L.L.C., ET AL.

PLAINTIFFS-APPELLEES

vs.

DOMESTIC LINEN SUPPLY CO., INC.,

 D.B.A. DOMESTIC UNIFORM RENTAL

DEFENDANT-APPELLANT 

JUDGMENT:

AFFIRMED

Civil Appeal from the 

Cuyahoga County Court of Common Pleas 

Case No. CV-15-849957 

BEFORE: Kilbane, P.J., E.T. Gallagher, J., and Celebrezze, J. 

RELEASED AND JOURNALIZED: August 24, 2017 
ATTORNEYS FOR APPELLANT

James G. Kozelek 

Weltman Weinberg & Reis Co., L.P.A. 

3705 Marlane Drive 

Grove City, Ohio 43123 

Daniel A. Friedlander 

Weltman Weinberg & Reis Co., L.P.A. 

323 West Lakeside Avenue 

Cleveland, Ohio 44113 

ATTORNEY FOR APPELLEES

Lawrence J. Rich 

Zashin & Rich Co., L.P.A. 

950 Main Avenue, 4th Floor 

Cleveland, Ohio 44113 
MARY EILEEN KILBANE, P.J.: 

{¶1} Defendant-appellant, Domestic Linen Supply Company, Inc. (“Domestic”), 

appeals from the trial court’s denial of its motion to stay pending arbitration. For the 

reasons set forth below, we affirm. 

{¶2} Plaintiffs-appellees, Force Indoor Sports L.L.C., Force Indoor Sports 

Fairlawn L.L.C., Force Indoor Sports Richmond L.L.C., Force Indoor Sports Rocky River 

L.L.C. (collectively referred to as “Force”), operate several indoor sports facilities. In 

November 2012, Force entered into a “rental agreement” with Domestic in which 

Domestic was to supply the various Force locations with soap and hand sanitizer, the 

dispensers, paper supplies, floormats, and other products. Paragraph 15 of the agreement 

provided that “[i]n the event of any controversy or claim in excess of $10,000 arising out 

of or relating to [the] agreement, * * * shall be submitted to and settled by arbitration[.]” 

{¶3} Disputes between the parties arose over payments and services under the 

agreement. Force was dissatisfied with the quality of Domestic’s services. Force 

addressed its concerns with Domestic. Force then gave Domestic written notice on April 

23, 2015, that it was terminating the rental agreement. Thereafter, on August 5, 2015, 

Domestic filed a demand for arbitration seeking relief in the amount of $46,854.77 plus 

18 percent interest from April 6, 2015, and attorney fees and costs. 

{¶4} In response, Force and G.R. Rodenfels (the general manager) filed a 

complaint against Domestic on August 19, 2015, which it later amended in December 

2015. In its amended complaint, Force sought damages in excess of $25,000 for 
Domestic’s alleged (1) failure to provide supplies that were required, (2) overcharging of 

services that were not rendered, (3) and oversupplying or undersupplying the 

requirements in the rental agreement. Force further sought a declaratory judgment that 

the arbitration clause in the agreement is unenforceable. 

{¶5} On October 12, 2015, Domestic filed a motion to stay the civil proceedings 

pending arbitration, which it later amended in January 2016. Force opposed, arguing that 

the arbitration clause was not controlling, the demand for declaratory judgment must be 

tried prior to arbitration, and the agreement is unconscionable. In July 2016, the trial 

court denied Domestic’s motion to stay the proceedings pending arbitration, without 

opinion. 

{¶6} It is from this order Domestic appeals, raising the following single 

assignment of error for review. 

Assignment of Error 

The trial court erred in not staying [Force’s] claims because the arbitration 

agreement is enforceable in conformity with Ohio’s Arbitration Act[.] 
Ohio’s Arbitration Act 

{¶7} We recognize that Ohio public policy favors enforcement of arbitration 

provisions. Arbitration is encouraged as a method of dispute resolution, and a 

presumption favoring arbitration arises when the claim in dispute falls within the 

arbitration provision. Williams v. Aetna Fin. Co., 83 Ohio St.3d 464, 471, 

1998-Ohio-294, 700 N.E.2d 859. Ohio’s policy of encouraging arbitration has been 

declared by the legislature through the Ohio Arbitration Act, R.C. Chapter 2711. 

Goodwin v. Ganley, Inc., 8th Dist. Cuyahoga No. 89732, 2007-Ohio-6327, ¶ 8. 

{¶8} R.C. 2711.01(A) provides that an arbitration agreement in a written contract 

“shall be valid, irrevocable, and enforceable, except upon grounds that exist in law or 

equity for the revocation of any contract.” Ohio law directs trial courts to grant a stay of 

litigation in favor of arbitration pursuant to a written arbitration agreement on application 

of one of the parties, in accordance with R.C. 2711.02(B), which provides: 

If any action is brought upon any issue referable to arbitration under an 

agreement in writing for arbitration, the court in which the action is 

pending, upon being satisfied that the issue involved in the action is 

referable to arbitration under an agreement in writing for arbitration, shall 

on application of one of the parties stay the trial of the action until the 

arbitration of the issue has been had in accordance with the agreement, 

provided the applicant for the stay is not in default in proceeding with 

arbitration. 

Contract Provisions in Dispute 

{¶9} Force’s amended complaint references the liquidated damages, arbitration, 

and loser-pay provisions of the rental agreement. The provisions provide as follows: 

14. The parties agree that in the event of a breach of this agreement by the 
Customer, the Company shall be entitled to agreed liquidated damages in an 

amount equal to fifty (50%) of the gross anticipated receipts hereunder for 

the unexpired term of this agreement, or any extension thereof. The parties 

agree that this 50% is equivalent to gross profit, consisting of fixed costs 

and net profit. Gross anticipated receipts shall be calculated as the product 

of the number of weeks remaining under the contract from the date of 

breach to the expiration date times the greater of (a) the actual weekly 

billing amount at time of termination of service, or (b) the minimum 

delivery charge agreed to under this contract. 

15. In the event of any controversy or claim in excess of $10,000 arising 

out of or relating to this agreement * * * the question, controversy, or 

dispute shall be submitted to and settled by arbitration to be held in the city 

closest to the city in which the branch office of the Company which serves 

the Customer is located. Said arbitration shall be held in accordance with 

the then prevailing commercial arbitration rules of the American Arbitration 

Association except any rules which require the parties to use the American 

Arbitration Association as their sole Arbitration Administrator. * * * The 

filing party may use either court or arbitration where the claim is less than 

$10,000. * * * The judge or arbitrator shall include as part of the award 

all costs including reasonable attorney fees and arbitration fees of the 

non-breaching party where it is determined that one of the parties has 

breached the agreement. 

{¶10} In Domestic’s demand for arbitration, it sought relief in the amount of 

“$46,854.77, plus 18 percent interest from April 6, 2015, plus attorney fees of 

$14,056.42, plus costs.” Domestic’s demand is based on the rental agreement’s 

liquidated damages provision and the arbitration provision’s loser-pays provision. 

Force’s complaint sought both monetary damages in excess of $25,000 for Domestic’s 

alleged breach of the rental agreement and a declaratory judgment. Specifically, Force 

sought a declaratory judgment that the rental agreement’s liquidated damages, arbitration, 

and loser-pays provisions are unconscionable and unenforceable. 
{¶11} Domestic argues that because Force’s claim for damages exceeded $10,000, 

the arbitration provision applies, and Force should have pursued its claim through 

arbitration. Force argues, inter alia, that its complaint was properly filed in the common 

pleas court because its sought a declaratory judgment. 

{¶12} In the instant case, however, the trial court did not make a determination as 

to unconscionability of the above provisions. Rather, it decided that it had authority to 

retain the case and make that determination. Thus, the issue on appeal is whether the 

trial court’s decision was proper. 

{¶13} We find Frame v. Domestic Linen Supply & Laundry Co., 4th Dist. Adams 

No. 98CA660, 1999 Ohio App. LEXIS 1232 (Mar. 19, 1999), instructive. In Frame, the 

parties entered into a contract where Domestic was to provide laundry services for Frame. 

 Frame filed a breach of contract action seeking a declaratory judgment terminating the 

contract. Domestic filed a motion to compel private arbitration under the terms of the 

contract. The trial court denied the motion stating that it did not apply to Frame’s 

equitable action and set the matter for court-conducted arbitration. The court arbitration 

proceedings resulted in a finding that the contract should be terminated. On appeal, 

Domestic complained the trial court erred in not submitting the matter to private 

arbitration. Id. at *1-4. 

{¶14} The Fourth District Court of Appeals noted that the arbitration agreement 

between the parties gave the filing party the option of using the trial court, rather than the 

American Arbitration Association (“AAA”), to resolve a claim for less than $5,000. As 
a result, the court found that Frame was “free to file its claim in court” because it sought 

“equitable relief: a declaratory judgment terminating the Rental Agreement and an 

injunction preventing Domestic from attempting to enforce the Rental Agreement.” Id.

at *6. The court reasoned that “[b]ecause [Frame] sought only equitable relief, by 

definition the claim had no monetary value.” 

{¶15} Similarly, in the instant case, the arbitration agreement provides that “[t]he 

filing party may use either court or arbitration when the claim is less than $10,000.” 

While both parties seek monetary damages in excess of $10,000, the declaratory judgment 

issue must be resolved first. In doing so, the trial court should decide whether the 

provisions in dispute are unconscionable. See Barhorst, Inc. v. Hanson Pipe & Prods. 

Ohio, Inc., 169 Ohio App.3d 778, 2006-Ohio-6858, 865 N.E.2d 75 (3d Dist.) (where the 

court found that declaratory judgment issue must be resolved prior to proceeding with 

arbitration. “[U]ntil that issue is resolved, any decision by an arbiter is meaningless.” 

Id. at ¶ 11.) 

{¶16} Therefore, based on the foregoing, the trial court’s denial of Domestic’s 

motion to stay is proper. 

{¶17} The sole assignment of error is overruled. 

{¶18} Judgment is affirmed. 

It is ordered that appellee recover of appellant costs herein taxed. 

The court finds there were reasonable grounds for this appeal. 
It is ordered that a special mandate issue out of this court directing the common 

pleas court to carry this judgment into execution. 

A certified copy of this entry shall constitute the mandate pursuant to Rule 27 of 

the Rules of Appellate Procedure. 

 

 

MARY EILEEN KILBANE, PRESIDING JUDGE 

EILEEN T. GALLAGHER, J., and 

FRANK D. CELEBREZZE, JR., J., CONCUR