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County Materials Corp. v. Indiana Precast, Inc.

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

January 23, 2017

COUNTY MATERIALS CORP., and CENTRAL PROCESSING CORP., Plaintiffs,
v.
INDIANA PRECAST, INC., RYAN S. GOOKINS, RICHARD A. RECTENWAL, III, Defendants.

          ENTRY ON DEFENDANTS' MOTION TO DISMISS

          TANYA WALTON PRATT, JUDGE

         Before the Court is a Motion to Dismiss-Forum Non Conveniens filed by Defendants Indiana Precast, Inc. (“Indiana Precast”), Ryan S. Gookins (“Gookins”), and Richard A. Rectenwal, III (“Rectenwal”) (collectively, “Defendants”), pursuant to the doctrine of forum non conveniens and Federal Rule of Civil Procedure 12(b)(6)[1]. (Filing No. 13.) On June 14, 2016, Plaintiffs County Materials Corp. (“County Materials”) and Central Processing Corp. (“Central Processing”) (collectively, “Plaintiffs”) filed a Complaint against Defendants, alleging breach of confidentiality agreements, breach of non-competition agreement, breach of fiduciary duty of loyalty owed to employer, tortious interference with contractual relationships, and tortious interference with business relationships. (Filing No. 1.) Defendants request dismissal of Plaintiffs' Complaint, asserting that forum is proper only in courts located in Hancock County, Indiana. For the reasons set forth below, the Court GRANTS Defendants' Motion to Dismiss.

         I. BACKGROUND

         The following facts are taken from Plaintiffs' Complaint and are accepted as true for purposes of this motion to dismiss. County Materials is a leading manufacturer of concrete construction and landscape products who owns nearly forty production facilities in six states throughout the upper Midwest Region. Central Processing administers and oversees all human resource responsibilities needed by County Materials, including: providing employment notices, recruiting applicants, accepting applications and resumes, processing new hires and all other employment related activities. In December 2014, County Materials acquired facilities within the Southern District of Indiana located in Indianapolis and Maxwell, Indiana as part of an asset purchase from Independent Concrete Pipe Company (“Independent Concrete”). Upon acquiring Independent Concrete's facilities and assets, Central Processing hired the majority of Independent Concrete's employees to work for County Materials. Gookins and Rectenwal are among the former Independent Concrete employees hired to work for County Materials.

         On December 10, 2014, in consideration for employment by Central Processing, Gookins and Rectenwal each signed a Confidentiality Agreement. Under the Confidentiality Agreement, the employees agreed that they will not “use or disclose [County Materials'] Trade Secrets.” (Filing No. 1-1 at 4; Filing No. 1-2 at 4.) The Agreements also contain a non-solicitation provision stating:

[f]or a period of two (2) years following the termination of employment with Employer, whether initiated by Employer or initiated by Employee, Employee will not, without the prior written consent of the Company, solicit an employee of the Company assigned to work for [County Materials] to terminate his or her employment with the Company. This shall not bar any employee of the Company from applying for or accepting employment with any person or entity.

Id. In addition to the Confidentiality Agreement, Rectenwal also executed a Non-Competition Agreement, which stated in pertinent part:

Non-Competition While Employed by the Company. [t]he Employee agrees not to compete with [County Materials] in a territory in which [County Materials] sells its products or provides its services, either on behalf of the Employee, or as a representative, agent, employee, […] during his employment with the Company.
Non-Competition After Termination of Employment… [f]or a period of twelve (12) months commencing at such time as the Employee ceases to be employed by the Company for any reason whatsoever, the Employee shall not, either on Employee's own behalf or on behalf of any other person, association or entity, sell or market a Competing Product to a Customer.

(Filing No. 1-3 at 5).

         On February 4, 2015 and April 10, 2015, Rectenwal and Gookins, respectively, resigned from County Materials and are currently employed by Plaintiffs' competitor, Indiana Precast. While working at Indiana Precast, Rectenwal and Gookins induced at least nine of Plaintiffs' employees to also leave and work for Indiana Precast. Thereafter, Plaintiffs filed a Complaint in this Court, asserting breach of confidentiality agreements, breach of non-competition agreement, breach of fiduciary duty of loyalty owed to employer, tortious interference with contractual relationships, and tortious interference with business relationships. Defendants move the Court to dismiss Plaintiffs' Complaint, arguing forum is proper only in a court located in Hancock County, Indiana. Defendants point to a forum selection clause in each Agreement signed by Rectenwal and Gookins, which states: “Any dispute between the Parties arising out of or related to this Agreement shall be heard only by a court in Hancock County, Indiana; and the Parties hereby consent to Hancock County, Indiana as the exclusive venue for resolving any such disputes.” (Filing No. 1-1 at 5; Filing No. 1-2 at 5; Filing No. 1-3 at 6.)

         II. LEGAL ANALYSIS

         Federal Rule of Civil Procedure 12(b)(3) allows for dismissal for improper venue. Fed.R.Civ.P. 12(b)(3). Whether venue is “improper” is generally governed by 28 U.S.C. § 1391. In pertinent part, Section 1391 states:

[e]xcept as otherwise provided by law ... this section shall govern the venue of all civil actions brought in district courts of the United States… ...

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