IN THE UNITED STATES DISTRICT COURT 

FOR THE SOUTHERN DISTRICT OF OHIO 

EASTERN DIVISION 

DIMENSION SERVICE CORPORATION : 

 : Case No. 2:18-cv-489 

 Plaintiff, : 

 : JUDGE ALGENON L. MARBLEY 

 v. : 

 : Magistrate Judge Chelsey M. Vascura 

BAYVIEW FORD LINCOLN, LLC, : 

 : 

 Defendant. : 

OPINION & ORDER 

 This matter comes before the Court on Defendant’s Motion to Dismiss. (ECF No. 14). 

For the reasons below, Defendant’s Motion is GRANTED in part and DENIED in part. 

I. BACKGROUND 

 Plaintiff, Dimension Service Corporation, is an Ohio corporation that concluded a series 

of contracts with Defendant, Bayview Ford Lincoln, LLC, an Alabama limited liability company. 

Plaintiff alleges several breaches of contract by Defendant. These contracts were concluded in 

2001 and 2006. The earlier contracts include a provision designating “a court of competent 

jurisdiction within the State of Ohio, County of Franklin” as the location where any disputes 

shall be resolved. The 2006 contract similarly has a choice-of-forum clause designating “a court 

of competent jurisdiction with venue in the State of Ohio, County of Franklin.” 

 But the 2006 agreement also has an arbitration and a mediation provision. The latter 

provides that the parties “shall engage in mediation pursuant to the American Arbitration 

Association Commercial Mediation Rules, or other such mediation as the parties may otherwise 

agree to choose.” Then, “if the above stated mediation is unsuccessful,” the contract provides 
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that “the dispute shall be submitted to arbitration” and details the procedure by which arbitrators 

shall be chosen. 

 The two parties did earlier engage in an arbitration process, although Defendant sought to 

have claims relating to the 2006 agreement dismissed from arbitration because the required 

mediation had yet to occur. (ECF No. 14 at 8). Plaintiff now brings this suit alleging breach of 

contract, and Defendant has moved to dismiss, arguing this Court lacks jurisdiction because of 

the arbitration clause in the 2006 agreement. 

II. STANDARD OF REVIEW 

 Before a court may determine whether a plaintiff has failed to state a claim upon which 

relief may be granted, it must first decide whether it has subject matter jurisdiction. City of 

Health, Ohio v. Ashland Oil, Inc., 834 F.Supp. 971, 975 (S.D. Ohio 1993). Rule 12(b)(1) 

provides that the defendant may file a motion to dismiss based on a “lack of jurisdiction over the 

subject matter.” Fed. R. Civ. P. 12(b)(1). The plaintiff has the burden of proving jurisdiction 

when subject matter jurisdiction is challenged. Rogers v. Stratton Indus., 798 F.2d 913, 915 (6th 

Cir. 1986). In reviewing a factual attack on subject matter jurisdiction under Rule 12(b)(1) no 

“presumptive truthfulness attaches to plaintiff’s allegations, and the existence of disputed 

material facts will not preclude the trial court from evaluating for itself the merits of 

jurisdictional claims.” RMI Titanium Co. v. Westinghouse Elec. Corp., 78 F.3d 1125, 1134 (6th 

Cir. 1996). The court may allow “affidavits, documents and even a limited evidentiary hearing to 

resolve disputed jurisdictional facts.” Ohio Nat’l Life Ins. Co. v. United States, 922 F.2d 320, 325 

(6th Cir. 1990). 
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III. ANALYSIS 

1. The Validity of the Agreements 

 The first question for this Court is which agreements are still in force. Defendant argues 

that the 2006 agreement, by its terms, invalidated the prior contracts between the parties. 

Because the 2006 agreement has the arbitration (and mediation) provision, Defendant argues the 

parties should be proceeding via arbitration. Plaintiff argues that the 2006 agreement did not 

invalidate the earlier two agreements. The relevant language in the 2006 agreement is: 

This Agreement constitutes the entire agreement between the parties with respect 

to the matters contained herein, and no prior agreement or understanding 

pertaining to any such matter shall be effective for any purpose. 

(ECF No. 1, Ex. 2B). Defendant argues that the phrase “no prior agreement or understanding” 

has the effect of invalidating the earlier agreements between the parties. 

 While that is one possible conclusion from the contract language, it is also possible to 

conclude that this language constitutes an integration clause. Generally, 

[w]hen two parties have made a contract and have expressed it in a writing to 

which they have both assented as the complete and accurate integration of that 

contract, evidence, whether parol or otherwise, of antecedent understandings and 

negotiations will not be admitted for the purpose of varying or contradicting the 

writing. 

3A Corbin, Contracts § 573 at 357 (1960). In Ohio, the parol evidence rule means that, “absent 

fraud, mistake or other invalidating cause, prior or contemporaneous oral agreements may not be 

used to alter, contradict, contest, or vary an integrated written agreement.” Glazer v. Lehman 

Bros., Inc., 394 F.3d 444, 455 (6th Cir. 2005). 

 The language of the 2006 agreement could be reasonably understood as an integration 

clause. While Defendants emphasize the words “no prior agreement or understanding...shall be 

effective,” Plaintiffs emphasize “entire agreement with respect to the matters contained herein.” 

If this paragraph constitutes an integration clause, these phrases make a cohesive whole: with 
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respect to the matters at issue in the 2006 agreement, the parties’ negotiations are reduced to 

paper and no other outside evidence on those topics is valid. 

 Further support for this reading comes from the fact that the three agreements were 

concluded by different sets of parties. While Bayview Ford Lincoln Mercury is the “Seller” in 

each instance, the “Company” varies across the three agreements: Amerigard; Dimension 

Service Corporation d/b/a Amerigard; and Dimension Service Corporation d/b/a Performance 

First. If the contracts are in fact about different product lines, as Plaintiff argues (ECF No. 18 at 

5), this would be further evidence that each contract stands on its own. It is therefore logical to 

understand each contract as reducing the negotiations to paper. It would be a sweeping step for 

the 2006 agreement to invalidate all contracts that might exist, between different parties, and 

without an explicit statement indicating the agreement of all parties to such a maneuver. This 

Court finds that the clause at issue in the 2006 agreement functions as an integration clause, not 

as a provision to invalidate the earlier agreements. As a result, the 2006 agreement did not 

invalidate the earlier agreements. 

2. The Arbitration Provision 

 The 2006 agreement provides that the parties shall first mediate any disputes, and then 

seek arbitration, before turning to litigation. Such agreements to arbitrate are generally 

enforceable. 

 Arbitration “is a matter of contract.” First Options of Chicago, Inc. v. Kaplan, 514 U.S. 

938, 943 (1995). Under the Federal Arbitration Act (“FAA”), arbitration contracts “shall be 

valid, irrevocable, and enforceable, save upon such grounds as exist at law or in equity for the 

revocation of any contract.” 9 U.S.C. § 2 (2012). If a party who signed an arbitration contract 

fails or refuses to arbitrate, the aggrieved party may petition the court for an order directing the 
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parties to proceed in arbitration in accordance with the terms of an arbitration agreement. 9 

U.S.C. § 4 (2012). The Court must then “determine whether the parties agreed to arbitrate the 

dispute at issue.” Ackison Surveying, LLC v. Focus Fiber Sols., LLC, 2016 WL 4208145, at *1 

(S.D. Ohio 2016) (citing Stout v. J.D. Byrider, 228 F.3d 709, 714 (6th Cir. 2000)). Any doubts 

concerning the scope of arbitrable issues should be resolved in favor of arbitration. Id. at *1. 

See also Moses H. Cone Mem’l Hosp. v. Mercury Constr. Corp., 460 U.S. 1, 24–25 (1983). In 

evaluating motions to compel arbitration, “courts treat the facts as they would in ruling on a 

summary judgment motion, construing all facts and reasonable inferences that can be drawn 

therefrom in a light most favorable to the non-moving party.” Jones v. U-Haul Co. of 

Massachusetts & Ohio Inc., 16 F. Supp. 3d 922, 930 (S.D. Ohio 2014). Finally, “state-law 

contract defenses like fraud, forgery, duress, mistake, lack of consideration or mutual obligation, 

or unconscionability, may invalidate arbitration agreements.” Cooper v. MRM Inv. Co., 367 F.3d 

493, 498 (6th Cir. 2004). 

 At one point in the arbitration proceedings, Defendant sought to have certain of 

Plaintiff’s claims dismissed. Plaintiff argues this indicates Defendant is not behaving consistent 

with any reliance on the arbitration provision. (ECF No. 18 at 9). But Defendant responds that it 

sought dismissal because the 2006 agreement requires mediation before arbitration and no such 

mediation has occurred. As a result, this Court finds that the arbitration provision in the 2006 

agreement is enforceable. The parties shall first mediate and then arbitrate disputes arising from 

the 2006 agreement, although, as the contract provides, they may return to court if these 

processes prove unsuccessful at resolving the dispute. 

3. Fees 

 Defendant argues for fees pursuant to the 2006 agreement, which provides, 
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In the event of any legal proceeding to enforce or defend any rights under this 

Agreement, the prevailing party shall be entitled to receive from the nonprevailing 

party all reasonable, expenses [sic] and attorney’s fees actually incurred by the 

prevailing party in connection therewith. 

However, Plaintiff correctly notes that neither party is properly a “prevailing” or “nonprevailing” 

party at this stage of the process. Defendant’s request for fees is denied without prejudice, and 

the motion may be renewed at the conclusion of the proceedings. 

IV. CONCLUSION 

 For the foregoing reasons, the contested language of the 2006 agreement does not serve 

to void the earlier contracts but rather operates as an integration clause. However, the 2006 

arbitration provision is also valid and enforceable. In accordance with the agreement, the parties 

shall mediate, and then arbitrate, their disputes under the contract, and may return to this Court to 

resume litigation if those proceedings are unavailing. 

 Defendant’s Motion to Dismiss for Lack of Jurisdiction is DENIED. Defendant’s request 

to arbitrate the 2006 agreement is granted. Defendant’s request for fees is denied without 

prejudice. Defendant’s prior Motion to Dismiss (ECF No. 7) is dismissed as moot. See generally 

Florida Dep’t of State v. Treasure Salvors, Inc., 458 U.S. 670, 702 (1982) (declaring the first 

complaint moot after the amended complaint is filed and accepted). 

IT IS SO ORDERED. 

 s/Algenon L. Marbley ___________ 

 ALGENON L. MARBLEY 

 UNITED STATES DISTRICT JUDGE 

DATED: March 14, 2019