[Cite as Zilbert v. Proficio Mtge. Ventures, L.L.C., 2014-Ohio-1838.]




                 Court of Appeals of Ohio
                                EIGHTH APPELLATE DISTRICT
                                   COUNTY OF CUYAHOGA


                               JOURNAL ENTRY AND OPINION
                                       No. 100299


                                      ROGER ZILBERT
                                                             PLAINTIFF-APPELLANT

                                                       vs.

      PROFICIO MORTGAGE VENTURES, L.L.C., ET AL.
                                                             DEFENDANTS-APPELLEES




                       JUDGMENT:
   AFFIRMED IN PART, REVERSED IN PART, AND REMANDED


                                       Civil Appeal from the
                              Cuyahoga County Court of Common Pleas
                                     Case No. CV-13-805479

            BEFORE:           Blackmon, J., Jones, P.J., and S. Gallagher, J.

            RELEASED AND JOURNALIZED:                                   May 1, 2014
ATTORNEY FOR APPELLANT

Brian D. Spitz
The Spitz Law Firm, L.L.C.
4568 Mayfield Road
Suite 102
South Euclid, Ohio 44121


ATTORNEYS FOR APPELLEES

James R. Pearl
Law Office of James R. Pearl, Jr.
9393 Olde Eight Road
Northfield, Ohio 44067

Jay E. Krasovec
Jonathon W. Groza
Ice Miller, L.L.P.
Fifth Third Center
600 Superior Avenue, East
Suite 1701
Cleveland, Ohio 44114




PATRICIA ANN BLACKMON, J.:
       {¶1} Appellant Roger Zilbert (“Zilbert”) appeals the trial court’s decision

granting the motion to stay pending arbitration of appellee Proficio Mortgage Ventures,

L.L.C. (“Proficio”) and two of its employees, Mark Nagy (“Nagy”) and Todd Liguzinski

(“Liguzinski”). Zilbert assigns the following errors for our review:

       I. The trial court committed reversible error in granting appellees’ motion to
       stay pending arbitration in Salt Lake City, Utah, as the forum selection
       clause contained in the employment agreement is overreaching and
       substantively unconscionable because it has the effect of blocking most
       claims.

       II. The trial court erred in granting appellees’ motion to stay pending
       arbitration when Zilbert’s claims clearly fall outside the scope of the
       employment agreement as drafted solely and exclusively by appellees.

       III. The trial court committed reversible error when it stayed Zilbert’s claim
       against Nagy and Liguzinski, as they are not parties to, and thus, cannot
       enforce the arbitration provision.

       IV. The trial court erred in finding the arbitration agreement valid and
       enforceable because the manner in which it was executed was procedurally
       unconscionable.

       {¶2} Having reviewed the record and pertinent law, we affirm in part, and

reverse in part, the trial court’s decision. The apposite facts follow.

       {¶3} On May 31, 2012, Zilbert commenced employment with Proficio as a

mortgage loan officer.       Zilbert signed an employment agreement (“Employment

Agreement”) contemporaneously with his hiring.             On August 15, 2012, Proficio

terminated Zilbert.

       {¶4} On April 23, 2013, Zilbert filed a wrongful termination complaint against

Proficio, Nagy, and Liguzinski. Zilbert, who is of the Jewish faith, alleged causes of
action for retaliatory discrimination, religious discrimination, wrongful termination based

on religious discrimination, intentional infliction of emotional distress, and violation of

public policy.

       {¶5} On May 14, 2013, Proficio, Nagy, and Liguzinski (“appellees”) filed a

motion to dismiss Zilbert’s complaint or in the alternative a motion to order arbitration, or

motion to stay the action pending resolution of arbitration. Appellees argued Zilbert’s

complaint should be dismissed due to improper venue and the trial court’s lack of subject

matter jurisdiction because of a mandatory arbitration clause contained in the

Employment Agreement signed by the parties.

       {¶6} On June 3, 2013, Zilbert filed his motion in opposition to appellees’ motion.

 On June 7, 2013, appellees filed a response to Zilbert’s motion in opposition. On

August 16, 2013, the trial court denied appellees’ motion to dismiss. The trial court

granted appellees’ alternative motion to stay the action pending resolution of arbitration

after finding the Employment Agreement to be valid and enforceable.             Zilbert now

appeals.



                                Stay Pending Arbitration

       {¶7} In the first assigned error, Zilbert argues the trial court erred when it

granted the motion to stay pending arbitration in Salt Lake City, Utah.

       {¶8} Preliminarily, we note when addressing whether a trial court has properly

granted a motion to stay and compel arbitration, the appropriate standard of review
depends on “the type of questions raised challenging the applicability of the arbitration

provision.”   McCaskey v. Sanford-Brown College, 8th Dist. Cuyahoga No. 97261,

2012-Ohio-1543, ¶ 7.

       {¶9} Generally, an abuse of discretion standard applies; for example, when the

issue to be determined is whether a party has waived its right to arbitrate a given dispute.

Id., citing Milling Away, L.L.C. v. UGP Properties, L.L.C., 8th Dist. Cuyahoga No.

95751, 2011-Ohio-1103, ¶ 8. Additionally, when the issue is whether a party has agreed

to submit an issue to arbitration or questions of unconscionability are raised, we review

the matter under a de novo standard of review. Shumaker v. Saks Inc., 163 Ohio App.3d

173, 2005-Ohio-4391, 837 N.E.2d 393 (8th Dist.); Taylor Bldg. Corp. of Am. v. Benfield,

117 Ohio St.3d 352, 2008-Ohio-938, 884 N.E.2d 12.

       {¶10} In the instant case, we apply a de novo standard of review because we are

reviewing the trial court’s decision to grant a motion to stay after finding that the claims

are subject to arbitration. The abuse of discretion standard of review has no application

in the context of the court deciding to stay proceedings pending the outcome of arbitration

because a stay in such circumstances is mandatory, not discretionary.              N. Park

Retirement Community Ctr., Inc. v. Sovran Cos., Ltd., 8th Dist. Cuyahoga No. 96376,

2011-Ohio-5179, ¶ 7 (recognizing that R.C. 2711.02(B) imposes a mandatory duty to stay

the proceedings, leaving no discretion for the trial court upon being satisfied that the

matter was subject to arbitration); see also McCaskey at ¶ 9. “Under a de novo standard of

review, we give no deference to a trial court’s decision.” Brownlee v. Cleveland Clinic
Found., 8th Dist. Cuyahoga No. 97707, 2012-Ohio-2212, citing Akron v. Frazier, 142

Ohio App.3d 718, 721, 756 N.E.2d 1258 (9th Dist.2001).

       {¶11} Ohio courts recognize a presumption favoring arbitration when the issue of

the parties’ dispute falls within the scope of the arbitration provision. Taylor Bldg. Corp.

of Am. v. Benfield, 117 Ohio St.3d 352, 2008-Ohio-938, 884 N.E.2d 12, ¶ 27. In light of

this strong presumption favoring arbitration, all doubts should be resolved in its favor.

Hayes v. Oakridge Home, 122 Ohio St.3d 63, 2009-Ohio-2054, 908 N.E.2d 408, ¶ 15.

       {¶12} Arbitration is favored because it provides the parties thereto with a relatively

 expeditious and economical means of resolving a dispute. Schaefer v. Allstate Ins. Co.,

63 Ohio St.3d 708, 712, 590 N.E.2d 1242 (1992). Thus, if a dispute even arguably falls

within the parties’ arbitration provision, the trial court must stay the proceedings until

arbitration has been completed. Fields v. Herrnstein Chrysler, Inc., 4th Dist. Pike No.

12CA827, 2013-Ohio-693, ¶ 15, citing Tomovich v. USA Waterproofing & Foundation

Servs., Inc., 9th Dist. Lorain No. 07CA9150, 2007-Ohio-6214, ¶ 8.

       {¶13} Ohio’s strong public policy favoring arbitration is codified in Chapter 2711

of the Revised Code. Westerfield v. Three Rivers Nursing & Rehab. Ctr., L.L.C., 2d

Dist. Montgomery No. 25347, 2013-Ohio-512,            ¶ 17.    Under R.C. 2711.02(B) on

application of one of the parties, a trial court may stay litigation in favor of arbitration

pursuant to a written arbitration agreement.         Taylor Bldg., 117 Ohio St.3d 352,

2008-Ohio-938, 884 N.E.2d 12, ¶ 28. R.C. 2711.02(B) 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.

Thus, R.C. 2711.02 requires a court to stay the trial of an action “on application of one of

the parties if (1) the action is brought upon any issue referable to arbitration under a

written agreement for arbitration[;] (2) the court is satisfied the issue is referable to

arbitration under the written agreement[;] and (3) the applicant is not in default in

proceeding with arbitration.” Fields, 4th Dist. Pike No. 12CA827, 2013-Ohio-693, ¶ 14.

       {¶14} In the instant case, Page 5, Paragraph 22 of the Employment Agreement

captioned “Waiver of Litigation or Trial by Jury” states as follows:

       THE PARTIES HEREBY WAIVE LITIGATION AND TRIAL BY JURY
       IN ANY ACTION OR PROCEEDING TO WHICH THEY MAY BE
       PARTIES, ARISING OUT OF, OR IN ANY WAY PERTAINING OR
       RELATED TO, THIS AGREEMENT.        IT IS AGREED AND
       UNDERSTOOD THAT THIS WAIVER CONSTITUTES A GENERAL
       WAIVER OF LITIGATION AND TRIAL BY JURY FOR ALL CLAIMS,
       INCLUDING THOSE AGAINST PARTIES WHO ARE NOT PARTIES
       TO THE AGREEMENT. EMPLOYER AND EMPLOYEE BOTH
       UNDERSTAND AND ACCEPT THAT ALL PROCEEDINGS WILL BE
       MANAGED THROUGH BINDING ARBITRATION. THIS WAIVER IS
       KNOWINGLY, WILLINGLY, AND VOLUNTARILY MADE BY EACH
       OF THE PARTIES HERETO, AND THE PARTIES HEREBY
       REPRESENT THAT NO REPRESENTATIONS OF FACT OR OPINION
       HAVE BEEN MADE BY ANY INDIVIDUAL TO INDUCE THIS
       WAIVER OR TO, IN ANY WAY, MODIFY OR NULLIFY ITS EFFECT.

       {¶15} It is undisputed that the arbitration agreement was part of the Employment

Agreement that Zilbert signed. The arbitration clause is conspicuously written in all

capital letters. The clause is clear and unambiguous.
       {¶16} On May 31, 2012, Zilbert acknowledge the terms of the Employment

Agreement, including the arbitration agreement, by initialing each page of the six-page

document and by affixing his signature to the last page of the document.   Approximately

two weeks later, the authorized branch and corporate signatures were affixed to the same

document.

       {¶17} In his affidavit, Zilbert averred that he was excited about the offer of a job

with Proficio, that he was given the Employment Agreement to sign, that he signed it

believing that it was necessary to proceeding with his employment, and that he did not

understand the implications or consequences of arbitration. However, it is one of the

most basic tenets of contract law that a document should be read before being signed, and

further that a party to a contract is presumed to have read what he or she signed and thus

cannot defeat a contract by asserting he or she did not read it. See, e.g., Hadden Co.,

L.P.A. v. Del Spina, 10th Dist. Franklin No. 03AP-37, 2003-Ohio-4507, ¶ 15.

Consequently, by initialing and signing the document, Zilbert demonstrated his agreement

to be bound by the arbitration clause. See Cole v. Macy’s, Inc., 8th Dist. Cuyahoga No.

99502, 2013-Ohio-4705. Consequently, the trial court did not err when it found the

arbitration clause valid and enforceable.

       {¶18} Nonetheless, on appeal, Zilbert argues the forum selection clause contained

on Page 5, Paragraph 20 of the Employment Agreement was unconscionable.

       {¶19} Parties to a contract may agree to submit to the jurisdiction of a particular

court through the use of a forum-selection clause. Natl. City Commercial Capital Corp.
v. All About Limousines Corp., 12th Dist. Butler No. CA2005-08-226, 2009-Ohio-1159, ¶

7. The Employment Agreement in the instant case contains the following choice of law

and forum selection clause:

      Applicable Law: Jurisdiction: This agreement shall be governed by, and
      construed in accordance with, the laws of the State of Utah (without regard
      to conflicts of laws principle), irrespective of the fact that a party is or may
      become a resident of a different state, and by applicable federal laws of the
      United States of America. To the maximum extent permissible under Law,
      both parties hereby agree that the Circuit Court of Salt Lake City, State of
      Utah, shall have exclusive jurisdiction to hear and determine any and all
      disputes, controversies, or claims arising out of, or relating to, this
      Agreement, or concerning the respective rights of the parties hereunder and,
      for such purpose, the parties do hereby submit themselves to the sole
      personal jurisdiction of that court.

      {¶20} Forum selection clauses are “presumptively valid” and have generally been

enforced.   Conway v. Huntington Natl. Bank, 10th Dist. Franklin No. 11AP-1105,

2013-Ohio-1201. A forum selection clause will be enforced unless the party opposed to

its enforcement establishes: (i) it is a result of fraud or overreaching; (ii) enforcement

would violate a strong public policy of the forum; or (iii) enforcement would, in the

particular circumstances of the case, result in litigation in a jurisdiction so seriously

inconvenient as to be unreasonable. Id.

      {¶21} In regard to the first factor, Zilbert does not argue that he signed the

Employment Agreement as a result of fraud and overreaching by Proficio. Also, Zilbert

has produced no evidence that Proficio made any false representations in inducing him to

agree to the forum selection clause. Consequently, such a clause would generally be
valid and enforceable.   Kennecorp Mtge. Brokers, Inc. v. Country Club Convalescent

Hosp. Inc., 66 Ohio St.3d 173, 176, 610 N.E.2d 987 (1993).

      {¶22} In Kennecorp, for example, the Ohio Supreme upheld the forum selection

clause that had been agreed to by two sophisticated commercial entities.      Thus, where

both parties to a contract are commercial entities and the contract contains a valid

forum-selection clause, the clause generally cannot be invalidated by the common-law

doctrine of forum non conveniens.       Information Leasing Corp. v. Baxter, 1st Dist.

Hamilton No. C-020029, 2002-Ohio-3930, ¶ 8, 12.

      {¶23} Here, however, the contract was an employment contract rather than a

contract between two sophisticated business entities. In Deaconess Homecare, Inc. v.

Waters, 1st Dist. Hamilton No. C-990277, 1999 WL 1488974 (Dec. 8., 1999), the First

Appellate District held that “although the employment contract contained a

forum-selection clause, the contract was not a commercial contract requiring enforcement

without looking at other factors.” Id. at *1.

      {¶24} In regard to the second factor, as previously noted, Ohio recognizes the

validity of forum selection clauses, and enforcement of the clause would not violate the

public policy of Ohio. Thus, this factor does not weigh in favor of nonenforcement.

      {¶25} As to the third factor, Zilbert has the burden of establishing that it would be

unreasonable or unjust to enforce the forum selection clause. Preferred Capital, Inc. v.

Ferris Bros., Inc., 167 Ohio App.3d 653, 2005-Ohio-6221, 856 N.E.2d 984 (9th Dist.).
A finding of unreasonableness or injustice must be based on more than inconvenience to

the party seeking to avoid the forum selection clauses’ requirements. Id.

       {¶26} Thus, mere distance, mere expense, or mere hardship to an individual

litigant is insufficient to invalidate a forum selection clause. Salehpour v. Just A Buck

Licensing, Inc., 12th Dist. Warren No. CA2013-03-028, 2013-Ohio-4436, citing IntraSee,

Inc. v. Ludwig, 9th Dist. Lorain Nos. 10CA009916 and 11CA010024, 2012-Ohio-2684, ¶

20. Rather, it must appear that enforcement of the clause would be manifestly and

gravely   inconvenient to the party seeking to avoid enforcement such that it will

effectively be deprived of a meaningful day in court. Info. Leasing Corp. v. Jaskot, 151

Ohio App.3d 546, 552, 2003-Ohio-566, 784 N.E.2d 1192 (1st Dist.).

       {¶27} In determining whether the selected forum is sufficiently unreasonable,

Ohio courts consider the following factors: (1) which law controls the contractual dispute;

(2) the residency of the parties; (3) where the contract was executed; (4) where the

witnesses and parties to the litigation are located; and (5) whether the forum clause’s

designated location is inconvenient to the parties. Original Pizza Pan v. CWC Sports

Group, Inc., 194 Ohio App.3d 50, 2011-Ohio-1684, 954 N.E.2d 1220 (8th Dist.), citing

Barrett v. Picker Internatl., 68 Ohio App.3d 820, 589 N.E.2d 1372 (8th Dist.1990).

       {¶28} In regard to the first factor, as previously stated, the Employment Agreement

includes a choice of law provision that states that the enforcement of the Agreement is

governed by Utah law. Assuming that this provision is valid and enforceable, Proficio

would receive the benefit of its choice of law even if the case is tried in Ohio, since the
courts in Ohio would be capable of applying Utah law. No argument has been made that

Ohio law regarding employment discrimination differs from Utah law in any significant

respect. Therefore, this factor does not weigh heavily in favor of one jurisdiction over

the other.

       {¶29} As to the second factor, Proficio is a Delaware corporation, with its

principal place of business in the city of Orlando, Orange County, Florida. However,

Proficio maintained and operated an office located at 6100 Rockside Woods Boulevard,

Independence, Ohio.      Plaintiff Zilbert, as well as defendants Nagy and Liguzinski are

residents of Ohio. As to the third factor, the Employment Agreements were signed and

executed in Ohio. As to the fourth factor, most, if not all, of the witnesses in this

litigation are located in Ohio.

       {¶30} In regard to the fifth factor, since Zilbert, Nagy, and Liguzinski all   live in

Ohio, Utah is not a convenient forum for them. Furthermore, although Utah is Proficio’s

forum of choice, it has not shown how Utah would be a more convenient forum for them.

 Although Proficio is a Delaware corporation, it conducts business in Ohio. Most, if not

all, of the witnesses and evidentiary materials relevant to the action are in Ohio, which is

the location of Proficio’s offices where Zilbert, as well as where two defendants worked.

Thus, it appears that Utah is not a convenient forum for litigating this action from

Proficio’s perspective, either.

       {¶31} Weighing the above factors, we find that enforcing the forum selection

clause in this case would result in litigation in a jurisdiction so unreasonable, difficult,
and inconvenient to create a considerable risk that Zilbert would be deprived of his day in

court. The degree of distance between the two states would contribute to a significant

increase in the cost of litigating this action for Zilbert, as well as for defendants Nagy and

Liguzinski. Zilbert was making a modest salary. He might have difficulty securing

witnesses because of the increased cost of witness fees involved in litigating the action in

Utah. Zilbert and any witnesses traveling to Utah would be seriously inconvenienced by

the need to obtain extended leave from jobs or to cover familial obligations.

         {¶32} In light of the above analysis, we find that although the arbitration clause

was valid, the forum selection clause should not be enforced in this case. In reaching

this decision, we are not advocating that a forum selection clause in an employment

contract should never be enforced, or freely invalidated, but we do find that the type of

contract can make a difference in determining whether to uphold such a clause.

         {¶33} For example, although not in the employment context, this court has

declined to enforce a forum selection clause in an agreement between a noncommercial

entity and an unsophisticated not-for-profit entity. Copelco Capital, Inc. v. St. Mark’s

Presbyterian Church, 8th Dist. Cuyahoga No. 77633, 2001 Ohio App. LEXIS 315 (Feb.1,

2001).      The particular circumstances presented in this case, when considered as a

whole, sufficiently warrants the invalidation of the forum selection clause.

Accordingly, we overrule in part, and sustain in part, the first assigned error.

                                   Scope of Arbitration
       {¶34} In the second assigned error, Zilbert argues that his claims fell outside the

scope of the arbitration agreement. Thus, the trial court should have denied the motion

to stay.

       {¶35} In his complaint, Zilbert specifically alleged that he regularly worked 50 to

60 hours per week and was not compensated for the overtime hours in excess of 40 hours

per week.      Zilbert alleged that upon complaining to his supervisors, they began

retaliating by making disparaging, anti-Semitic, comments, and jokes. Zilbert alleged

that after announcing his intentions to quit, if the discriminatory conduct did not cease, he

was terminated.

       {¶36} A review of Zilbert’s allegations reveal that they all arose out of the course

and scope of his employment with Proficio. Because they arose out of the course and

scope of his employment, they are subject to the arbitration agreement contained in the

Employment Agreement that Zilbert signed.          The arbitration agreement specifically

states that the parties waive litigation and trial by jury in any action arising out of or

relating to the Employment Agreement.

       {¶37} Based on the foregoing, the trial court did not err when it found that

Zilbert’s claims fell under the auspices of the arbitration agreement. Accordingly, we

overrule the second assigned error.

                       Non-Signatories to Arbitration Agreement

       {¶38} In the third assigned error, Zilbert argues the trial court erred when it stayed

his claims against Nagy and Liguzinski, who were not parties to the agreement.
       {¶39} Generally, non-signatories to a contract are not subject to its provisions.

Nonetheless, in some circumstances non-signatories to contracts can be contractually

bound by ordinary contract and agency principles. Sovran, 2011-Ohio-5179, ¶ 17, citing

Short v. Resource Title Agency, Inc., 8th Dist. Cuyahoga No. 95839, 2011-Ohio-1577, ¶

14.

       {¶40} In the instant case, although Zilbert alleged in his complaint that both Nagy

and Liguzinski were acting in the course and scope of their employment for Proficio, he

now contends that his claims against them are not covered by the arbitration agreement.

However, the arbitration agreement is very broad and encompasses any dispute arising

out of or related to the Employment Agreement.

       {¶41} Further, the arbitration agreement specifically states: “It is agreed and

understood that this waiver constitutes a general waiver of litigation and trial by jury for

all claims, including those against parties who are not parties to this agreement.” This

provision clearly encompasses disputes between signatories and non-signatory employees

acting in the course and scope of their employment with Proficio.

       {¶42} Because the arbitration agreement covers all claims arising out of the

employment relationship and even applies to disputes involving non-parties to the

agreement, the trial court did not err when it stayed Zilbert’s claims against Nagy and

Liguzinski. Accordingly, we overrule the third assigned error.

                             Procedural Unconscionability
      {¶43} In the fourth assigned error, Zilbert argues that the trial court erred in

granting the motion to stay because the arbitration clause is procedurally

unconscionable.

      {¶44} In determining whether an agreement is procedurally unconscionable, courts

consider the relative bargaining positions of the parties including each party’s age,

education, intelligence, experience, and who drafted the contract. Taylor at ¶ 44. No

single factor alone determines whether a contract is procedurally unconscionable; a court

must consider the totality of the circumstances. Murea v. Pulte Group, Inc., 8th Dist.

Cuyahoga No. 100127, 2014-Ohio-398, citing Oakridge Home, 122 Ohio St.3d 63,

2009-Ohio-2054, 908 N.E.2d 408 at ¶ 29-30.         There is no evidence in the record

regarding Zilbert’s age, educational background, business acumen, or experience.

      {¶45} An important consideration is “whether each party to the contract,

considering his obvious education or lack of it, [had] a reasonable opportunity to

understand the terms of the contract, or were the important terms hidden in a maze of fine

print * * *?” Blackburn v. Ronald Kluchin Architects, Inc., 8th Dist. Cuyahoga No.

89203, 2007-Ohio-6647, ¶ 29, quoting Vanyo v. Clear Channel Worldwide, 156 Ohio

App.3d 706, 2004-Ohio-1793, 808 N.E.2d 482 (8th Dist.), ¶ 18, citing Ohio Univ. Bd. of

Trustees v. Smith, 132 Ohio App.3d 211, 724 N.E.2d 1155 (4th Dist.1999).

      {¶46} Here, given that he was being hired as mortgage loan officer, Zilbert was

objectively capable of understanding the provisions included in the Employment

Agreement. There are no allegations that an infirmity or incapacity impacted Zilbert’s
ability to understand the provisions of the Employment Agreement.             As previously

stated, the arbitration agreement was clearly written in capital letters and was

unambiguous.

       {¶47} In addition, although Zilbert generally claims that he felt rushed and hurried,

he has put forth no evidence that he was coerced into signing the Employment

Agreement.     The record reveals that approximately two weeks passed between Zilbert’s

signing the Employment Agreement and the time the authorized branch and corporate

signatures were affixed to the document. Thus, arguably, Zilbert had the opportunity to

read the Employment Agreement.

       {¶48} Further, although Zilbert claims that he believed he had to sign the

Employment Agreement in order to proceed with the job, his affidavit is devoid of any

evidence that he was told he could be denied the position if he wanted to take time to read

the Employment Agreement or have it reviewed by counsel.

There is no evidence of procedural unconscionability under these circumstances.          As

such, the trial court did not err when it found the arbitration agreement to be valid and

enforceable.   Accordingly, we overrule the fourth assigned error.

       {¶49} Judgment affirmed in part, reversed in part, and remanded to the trial court

to order that arbitration be conducted in Ohio.

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

       The court finds there were reasonable grounds for this appeal.
      It is ordered that a special mandate be sent to said 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.



PATRICIA ANN BLACKMON, JUDGE

LARRY A. JONES, SR., P.J., and
SEAN C. GALLAGHER, J., CONCUR
