United States District Court, S.D. Indiana, Evansville Division
ROGOVSKY ENTERPRISE, INC., a Florida corporation, Plaintiff/Counter-Defendant,
MASTERBRAND CABINETS, INC., a Delaware corporation, Defendant/Counter-Plaintiff.
ENTRY ON DEFENDANT'S MOTION FOR SUMMARY JUDGMENT
ON ITS COUNTERCLAIM FOR BREACH OF CONTRACT
RICHARD L. YOUNG, CHIEF JUDGE
Masterbrand Cabinets, Inc., moves for summary judgment on its
counterclaim for breach of contract. For the reasons set
forth below, the motion is
Rogovsky Enterprise, Inc., ran a kitchen and bath design and
home remodeling business under the trade name “Kitchen
and Home Interiors” (“KHI”) from the KHI
showroom in Deerfield Beach, Florida. (Filing No. 94,
Counterclaim ¶ 9). In 2011, Rogovsky informed
MasterBrand that it planned to franchise KHI, and proposed
that MasterBrand serve as the exclusive cabinet supplier for
Rogovsky's future KHI franchises. (Id. ¶
10). MasterBrand accepted the proposal, which culminated in
the Exclusive Distributor Agreement. (Id. ¶
Agreement provided, among other things, that all disputes
arising under the Agreement would be exclusively litigated in
The parties agree that any litigation arising out of this
Agreement or the termination thereof shall be heard only in a
court located in the State of Indiana, and each party
consents to jurisdiction over it by such a court . . . .
No. 99-1, Exclusive Distribution Agreement, § 5(d)).
two years following the execution of the Agreement,
MasterBrand concluded that Rogovsky was in default pursuant
to Section 4 of the Agreement. (Counterclaim ¶ 18). In
October 2013, MasterBrand notified Rogovsky that it would be
terminating the Agreement as of December 31, 2013.
January 17, 2014, Rogovsky filed this lawsuit in the United
States District Court for the District of Minnesota. (Filing
No. 1, Complaint). On July 31, 2014, MasterBrand filed a
motion to enforce its rights under Section 5(d) of the
Agreement and transfer the case from the District of
Minnesota to the Southern District of Indiana. (Filing No.
12, Motion to Transfer Venue). Rogovsky opposed the motion,
and the parties participated in oral argument in Minnesota
before Judge Susan R. Nelson. (Filing No. 46, Minute Entry).
On February 23, 2015, Judge Nelson enforced the parties'
forum selection clause and granted MasterBrand's Motion
to Transfer (“Transfer Order”). (Filing No. 47,
Order granting Motion to Transfer). In her Memorandum and
Order, Judge Nelson explicitly held that the Agreement's
forum-selection clause is valid (id. at 13) and
enforceable (id. at 25). By the time the case
transferred to this court, MasterBrand alleges it incurred
substantial attorneys' fees and costs litigating in
Minnesota by successfully enforcing the Agreement's
exclusive venue provision. (Filing No. 99-2, Declaration of
Mark P. Miller ¶¶ 1-9).
recover for a breach of contract under Indiana law, the
plaintiff must prove that: (1) a contract existed; (2) the
defendant's (here Rogovsky's) breach of the contract;
and (3) damages resulting from the breach. Collins v.
McKinney, 871 N.E.2d 363, 370 (Ind.Ct.App. 2007)
(citation omitted). In construing a contract, the court's
primary objective is “to give effect to the intentions
of the parties as expressed in the four corners of the
instrument.” Trustees of Indiana Univ. v.
Cohen, 910 N.E.2d 251, 257 (Ind.Ct.App. 2009).
“Clear, plain, and unambiguous terms are conclusive of
that intent.” Id. The construction of an
unambiguous contract is a question of law for which summary
judgment is particularly appropriate. Id.
opposes MasterBrand's motion on two grounds: (1) it did
not breach the contract, and (2) assuming it breached the
contract, MasterBrand was not damaged as a result of the