Ohio courts are reaffirming a consistent and increasingly important theme: if your contract contains an arbitration clause, expect to be held to it.
Three recent appellate decisions—Denham v. Encino Energy, LLC, Carter-Jones Lumber Co. v. Colabianchi Construction, Inc., and Murfey v. Muth—from across the state emphasize the enforcement of arbitration provisions and offer valuable guidance for businesses navigating dispute resolution.
When Arbitration and Forum Clauses Collide: Denham v. Encino Energy, LLC, 2025-Ohio-1585
In Denham, the plaintiff filed suit over post-production deductions under an oil and gas lease. While the lease itself contained a broad arbitration provision, the plaintiff pointed to a lease addendum which stated that “all disputes” would be decided in Harrison County courts. The trial court agreed and denied arbitration.
On appeal, however, the Seventh District reversed. The court emphasized that arbitration and forum selection clauses are not necessarily inconsistent and can often be read together. Because the addendum did not explicitly waive or preclude arbitration—and Ohio public policy strongly favors arbitration—the court ordered the dispute to arbitration.
Key takeaway: A forum selection clause does not automatically override an arbitration clause unless it clearly and unequivocally excludes arbitration.
Arbitration Clauses in Unsigned Contracts: Carter-Jones Lumber Co. v. Colabianchi Construction, 2025-Ohio-1601
In this construction dispute, a construction company claimed that no binding agreement existed with its subcontractor and supplier because not all parties had signed a subcontract agreement. Despite this, the construction company had accepted materials, paid invoices, and even participated in arbitration proceedings for over a year against the subcontractor before withdrawing from arbitration and challenging the enforceability of the agreement.
The Eleventh District held that the construction company waived any right to challenge the contract’s enforceability based on the missing signature. The parties’ conduct—particularly the company’s active participation in arbitration—demonstrated acceptance and intent to be bound.
Key takeaway: A missing signature may not invalidate an arbitration clause if the parties’ conduct shows clear intent to perform under the agreement. Waiver can be found through performance, especially when it benefits the objecting party.
Arbitration Rights Survive Even Long Litigation: Murfey v. Muth, 2025-Ohio-184
In Murfey, a group of family investors sued over alleged exclusion from venture capital partnerships. The defendants sought to compel arbitration under their Limited Partnership Agreements that included mandatory arbitration clauses. Plaintiffs argued that the defendants had waived arbitration by litigating related disputes in multiple courts (including Delaware, Florida, and a previously dismissed Ohio action).
The Eighth District disagreed. The court found that none of the defendants’ prior conduct amounted to a “clear and unequivocal” waiver of their arbitration rights. Prior litigation was deemed tangential and insufficiently inconsistent with an intent to arbitrate. Moreover, no significant discovery or dispositive motion practice occurred before the defendants moved to compel arbitration.
Key takeaway: Courts are reluctant to find waiver of arbitration without a strong showing of prejudice or inconsistent conduct. Prior lawsuits—particularly when procedural or unrelated—do not negate arbitration rights.
What This Means for Clients
These cases demonstrate that Ohio courts will continue to enforce arbitration clauses, even where there is ambiguity, incomplete execution, or lengthy procedural history. Here are three practical implications:
- Draft Carefully—but Know That Actions Speak Loudest: Even imperfect contracts can bind parties if their actions reflect intent to be governed by the agreement.
- Don’t Assume Arbitration Can Be Dodged by Litigation or Delay: Courts are clear that waiver is the exception—not the rule—and must be proven by the party seeking to avoid arbitration.
- Arbitration Isn’t an Escape Hatch—It’s a Binding Commitment: Once invoked, it requires full participation. Attempting to back out mid-process may undermine credibility and trigger judicial enforcement.
