## Facts

- An Overmyer affiliate contracted with Frick to manufacture and install an automatic refrigeration system for a Toledo, Ohio warehouse for about $223,000.
- After Overmyer fell behind on payments, the parties entered a post-contract arrangement: Overmyer made a partial cash payment and issued an installment note for the balance; Frick completed the work, which Overmyer accepted.
- Overmyer again sought payment relief, and the parties—both sophisticated corporations, each represented by counsel—replaced the first note with a second note.
- The second note included a cognovit (confession-of-judgment) clause, permitting entry of judgment without prior notice or hearing upon default, and was accompanied by second mortgages granted to Frick.
- In exchange, Frick released three mechanics’ liens, reduced monthly payments and the interest rate, and extended the time for final payment.
- Overmyer later stopped paying and asserted Frick breached the underlying contract.
- Frick obtained a cognovit judgment on the note through an attorney acting on Overmyer’s behalf, without personal service or advance notice to Overmyer and without a prejudgment opportunity to be heard.
- Overmyer moved to vacate; following a post-judgment hearing, the trial court denied relief, and the state appellate court affirmed.

## Issues

1. Whether a cognovit (confession-of-judgment) clause authorizing judgment without prior notice and hearing is unconstitutional per se under the Fourteenth Amendment’s Due Process Clause.
2. Whether, on these facts, Overmyer voluntarily, knowingly, and intelligently waived its rights to prejudgment notice and an opportunity to be heard.

## Decision

- The Supreme Court affirmed.
- A cognovit clause is not unconstitutional per se under the Due Process Clause.
- Overmyer validly waived prejudgment notice and hearing because the clause was part of a negotiated commercial restructuring between represented corporate parties, supported by consideration and entered with awareness of its consequences.
- The Court emphasized the holding was fact-specific and did not validate cognovit provisions in all settings.

## Legal Principles

- Due process rights to notice and an opportunity to be heard before entry of a civil judgment may be waived.
- A waiver of prejudgment notice and hearing is enforceable when it is voluntary, knowing, and intelligent, and reflects a meaningful, bargained-for choice.
- The constitutionality of a cognovit judgment depends on context, including bargaining power, representation by counsel, and whether the clause was negotiated or imposed.
- Availability of post-judgment procedures to seek vacatur may be relevant to the overall procedural setting, but the core constitutional inquiry is whether a valid waiver occurred.

## Conclusion

The Court held that confession-of-judgment clauses are not categorically unconstitutional and upheld the judgment because a represented corporate debtor, in an arm’s-length renegotiation supported by consideration, can waive prejudgment notice and hearing without violating due process.


D.H. Overmyer Co. v. Frick Co., 405 U.S. 174 (1972)