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Rogovsky Enterprise, Inc. v. Masterbrand Cabinets, Inc.

United States District Court, S.D. Indiana, Evansville Division

October 31, 2016

ROGOVSKY ENTERPRISE, INC., a Florida corporation, Plaintiff/Counter-Defendant,
v.
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

         Defendant, Masterbrand Cabinets, Inc., moves for summary judgment on its counterclaim for breach of contract. For the reasons set forth below, the motion is

         GRANTED.

         I. Background

         Plaintiff, 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. ¶ 11).

         The Agreement provided, among other things, that all disputes arising under the Agreement would be exclusively litigated in Indiana:

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 . . . .

         (Filing No. 99-1, Exclusive Distribution Agreement, § 5(d)).

         In the 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. (Id.).

         On 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).

         II. Discussion

         To 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.

         Rogovsky 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 breach.

         A. ...


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