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O'Bryant v. Adams

Court of Appeals of Indiana

August 9, 2018

Daniel T. O'Bryant, D.B.A. O'Bryant Transport LLC, Appellant-Defendant,
v.
Alan P. Adams, Luan Adams, D.B.A., A.L.A. Trucking, Inc., Appellee-Plaintiff

          Appeal from the Madison Circuit Court Trial Court Cause No. 48C01-1703-PL-19 The Honorable Angela Warner Sims, Judge.

          Attorney for Appellant Scott A. Norrick Attorney at Law, P.C. Anderson, Indiana

          Attorneys for Appellee Andrew F. Marquis Scopelitis, Garvin, Light, Hanson & Feary, P.C. Indianapolis, Indiana

          May, Judge.

         [¶1] Daniel T. O'Bryant, doing business as O'Bryant Transport, LLC (collectively "O'Bryant"), appeals the trial court's dismissal of its claims against Alan P. Adams and Luan Adams, doing business as A.L.A. Trucking, Inc. (collectively "ALA"). The trial court dismissed the case because the contract between O'Bryant and ALA required any litigation resulting from the parties' agreement to be filed in Texas. Because that forum selection clause is valid and enforceable, we affirm the trial court's dismissal of O'Bryant's claims.

         Facts and Procedural History

         [¶2] Both O'Bryant and ALA are located in and do business in Indiana. On December 15, 2015, O'Bryant and ALA entered into an Independent Contractor Agreement ("Agreement") under which O'Bryant was to provide "transportation related services and the Equipment" in return for certain compensation by ALA. (App. Vol. II at 98.) O'Bryant agreed to provide drivers and equipment, and he was also required to ensure compliance with state laws. ALA agreed to treat O'Bryant as an independent contractor rather than an employee and to compensate O'Bryant with "80% of gross receipts and 100% of fuel surcharge, per load [after] withhold[ing] 3 cents per mile[.]" (Id. at 108.)

         [¶3] The Agreement included a forum selection clause ("FSC") that stated:

19. COMPLETE AGREEMENT. This Agreement, including any Appendices attached, constitutes the sole, entire, and existing agreement between the parties herein, and supersedes all prior agreements and undertakings, oral and written, expressed or implied, or practices, between the parties, and expresses all obligations and restrictions imposed on each of the respective parties during its term, except those specifically modified or changed by mutual written agreement between [ALA] and [O'Bryant]. This Agreement shall be deemed to have been drawn in accordance with the statutes and laws of the State of Texas and in the event of any disagreement or litigation, the laws of this state shall apply and suit must be brought in this state, except that [ALA] may bring suit against [O'Bryant] in any state where [O'Bryant] resides or is located.

(Id. at 105.)

         [¶4] On March 16, 2017, O'Bryant filed a complaint against ALA in Madison County, Indiana. On May 5, 2017, O'Bryant amended the complaint. O'Bryant alleged ALA had breached the Agreement by, instead of reimbursing O'Bryant as an independent contractor pursuant to Section 7 and Appendix B of the Agreement, O'Bryant had worked at ALA's "office, as Operations Manager, without employee salary or benefits, throughout the majority of the year 2016[.]" (Id. at 95.) O'Bryant alleged ALA had breached the contract "by failing and refusing to perform in good faith their promise to insure [sic] return of equity, payment for work, fees, costs and expenses." (Id.) O'Bryant also alleged ALA fraudulently induced O'Bryant to sign the Agreement by making "material misrepresentations" regarding the work O'Bryant was to do and the outcome of his investments. (Id. at 96.)

         [¶5] On May 26, 2017, ALA filed a motion to dismiss in which ALA asserted: 1) pursuant to Trial Rule 12(B)(2), O'Bryant's claim in Indiana was barred because the FSC controlled "regarding personal jurisdiction," (id. at 80) (formatting altered), and O'Bryant could only file a claim in Texas per the FSC; and 2) pursuant to Trial Rule 12(B)(6), O'Bryant's complaint failed to state a claim for which relief could be granted. While also responding with arguments about personal jurisdiction doctrines and forum non conveniens, O'Bryant filed an answer to ALA's reply arguing the FSC was ambiguous and therefore permissive, rather than mandatory. O'Bryant argued that, when signing the Agreement in Indiana, O'Bryant understood the reference to "this state" in section 19 to indicate Indiana. (Id. at 42.) O'Bryant argued the phrase "suit must be brought in this state," (id. at 105), "neither identifies a venue nor contains a specific grant of exclusivity." (Id. at 43.) He contended that because the FSC is permissive and inadequate, the case is properly brought in Indiana, where both parties are located and do business. ALA countered that "this state," (id. at 105), is in the same sentence as "laws and statutes of Texas," (id.); thus, "this state," (id.), must refer to Texas and not Indiana. The trial court held a hearing on ALA's motion on August 15, 2017.

         [¶6] On August 31, 2017, finding the parties were "all either businesses or the owners thereof," (id. at 14), the trial court granted ALA's motion based on its allegations under Indiana Trial Rule 12(B)(2) pertaining to jurisdiction. The trial court found and concluded:

[O'Bryant] contends that the forum selection provision should not be enforced because it is ambiguous and permissive. However, the Court finds that the provision is unambiguous and mandatory. The provision specifically states that the agreement is drawn in accordance with the statutes and laws of the State of Texas and then refers back to the State of Texas within the same sentence by using the term "this state." The only logical conclusion to the meaning of "this state" is that it refers to the State of Texas. Furthermore, the provision uses the mandatory language "must be brought" when requiring the suit to be litigated in the State of Texas. This language "precludes the possibility of venue in any other forum." See Coral Chemical Co. v. Chemetall U.S., Inc., Cas No. 16-cv-23, 2016 WL 3521952, *7 (S.D. Ind. June 28, 2016).
The Court also finds that [O'Bryant] has failed to demonstrate that the forum selection provision is unreasonable and unjust under the circumstances, and that there is any evidence of fraud or overreaching. In fact, [O'Bryant] gives little attention to these elements in his responsive filings other than to make the blanket statements that the forum selection provision is (1) "based on the fraudulent conduct of [ALA]"; (2) "enforcement of that clause would be unreasonable and unjust"; and (3) "[ALA], . . ., have merely inserted that permissive clause to avoid litigation by causing inconvenience." See [O'Bryant]'s Answer to [ALA]s' Motion to Dismiss Amended Complaint, p. 2; [O'Bryant]'s Answer to [ALA's] Reply in support of Motion to Dismiss Amended Complaint, p. 7, footnote 1. These assertions alone failed to give the Court any grounds on which to find the forum selection provision unenforceable.
Moreover, the Court finds that the provision was freely ...

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