Beverly K. Oswald, Appellant-Plaintiff,
Tarek Shehadeh and Falon Vela, Appellees-Defendants
from the Hamilton Superior Court The Honorable Steven R.
Nation, Judge The Honorable David K. Najjar, Magistrate Trial
Court Cause No. 29D01-1701-PL-211
ATTORNEY FOR APPELLANT Charles E. Oswald Harrison &
Moberly, LLP Indianapolis, Indiana
ATTORNEYS FOR APPELLEE: TAREK SHEHADEH Christopher J. Evans
Shana D. Tesnar Adler Tesnar & Whalin Noblesville,
Vaidik, Chief Judge.
Beverly Oswald, an Indiana resident, sued Tarek Shehadeh and
Falon Vela, Arkansas residents, in Indiana for breach of
contract. Shehadeh and Vela moved to have the suit dismissed
for lack of personal jurisdiction. The trial court agreed
that Indiana lacked personal jurisdiction over the defendants
and dismissed the suit.
On appeal, Oswald contends that Shehadeh and Vela had
sufficient minimum contacts in Indiana to give Indiana
specific personal jurisdiction over the defendants and that
exercise of personal jurisdiction over the defendants is
reasonable. Shehadeh argues that personal jurisdiction does
not exist in Indiana, and, even if he and Vela are subject to
personal jurisdiction in Indiana, the contract at issue
contains a forum-selection clause requiring Oswald's
claim to be heard in Arkansas. We agree with Oswald that Indiana
can exercise personal jurisdiction over Shehadeh and Vela and
that it is reasonable for Shehadeh and Vela to defend this
matter in Indiana. Furthermore, the language of the contract
is not a forum-selection clause but rather a choice-of-law
provision requiring the trial court to apply Arkansas law. We
reverse the trial court's order and remand for further
and Procedural History
Oswald is the sole owner of Eville Louie, LLC, which owns and
operates Bar Louie restaurants and is headquartered in
Indiana. In January 2010, Eville Louie owned and operated two
Bar Louie Restaurants in the Little Rock, Arkansas
area-Little Rock Louie, LLC, and North Rock Louie, LLC. One
month later, Oswald interviewed candidates for the
general-manager position of the Little Rock Louie restaurant.
The interviews took place in Indiana, and Shehadeh was one of
the applicants interviewed. During his interview, he
expressed an interest in buying an ownership stake in Little
Rock Louie and North Rock Louie. At the time, Oswald declined
his offer but hired Shehadeh as the Little Rock Louie general
manager. Shehadeh returned to Indiana in April 2010 to
participate in a mandatory two-week Bar Louie training
program. As part of his duties as general manager, Shehadeh
repeatedly contacted Oswald and other Indiana residents, and
he traveled to Indiana to attend Bar Louie management
In 2015, Shehadeh and Vela contacted Oswald in Indiana and
expressed their interest in buying Little Rock Louie and
North Rock Louie. Oswald agreed to sell the Arkansas
restaurants to the pair. The sales contract was signed and
executed in September 2015. As part of the terms of the sale,
Shehadeh and Vela "assume[d] and agree[d] to pay all
lender obligations relative to both businesses."
Appellant's App. Vol. II p. 13. These obligations
included twelve promissory notes-eight of which were held by
Indiana residents or Indiana corporations. Shehadeh and Vela
also agreed to pay Oswald annual installments for the cost of
the restaurants. At all relevant times, Oswald lived in
After Shehadeh and Vela began operating the Arkansas
restaurants, they continued to use an Indiana payroll
company, an Indiana insurance agent, and Indiana accountants.
Shehadeh also "received corporate mail in Indiana"
and continued to receive mail there as of October 2017.
Id. at 51.
In January 2017, Oswald sued Shehadeh and Vela in Hamilton
County, Indiana, for breach of contract. Shehadeh and Vela
separately moved for the case to be dismissed for lack of
personal jurisdiction. Oswald responded and filed an
affidavit in support of her position. Shehadeh replied and
filed his own affidavit in support of his motion. After the
hearing on the motions, the trial court concluded that
Indiana lacked personal jurisdiction over Shehadeh and Vela
and dismissed the case.