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O'Bryant v. Adams

Supreme Court of Indiana

June 4, 2019

Daniel O'Bryant, d/b/a O'Bryant Transport, LLC, Appellant,
v.
Alan P. Adams, Luan Adams, d/b/a A.L.A. Trucking, Inc., Appellees.

          Argued: January 10, 2019

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

         On Petition to Transfer from the Indiana Court of Appeals No. 48A02-1711-PL-2709

          ATTORNEY FOR APPELLANT Scott A. Norrick Scott A. Norrick, P.C. Anderson, Indiana

          ATTORNEY FOR APPELLEES Andrew F. Marquis Scopelitis Garvin Light Hanson & Feary, P.C. Indianapolis, Indiana

          OPINION

          SLAUGHTER, JUSTICE.

         We hold that a valid forum-selection clause, in which the parties agree by contract to litigate their disputes in a specific forum, does not deprive a trial court of personal jurisdiction over parties that would otherwise be subject to the court's jurisdiction. Thus, the trial court erred in dismissing the plaintiff's claims against the Indiana-resident defendants under Trial Rule 12(B)(2). But we nevertheless affirm the court's without-prejudice dismissal on this record for two reasons. First, the disputed forum-selection clause is mandatory and unambiguous in requiring that suit be brought in Texas not Indiana. And, second, the plaintiff has not satisfied its burden of showing that the clause is invalid. Thus, the trial court was correct to dismiss the amended Indiana complaint without prejudice, though for a reason other than lack of personal jurisdiction.

         Factual and Procedural History

         The parties are in the transportation business. O'Bryant Transport, LLC, and A.L.A. Trucking, Inc., entered into an independent-contractor agreement. Under the agreement, A.L.A. Trucking was seeking truck-driving services, and O'Bryant Transport agreed to provide them. Their agreement contains a forum-selection clause providing that the agreement was prepared under Texas law; that the laws of "this state" shall apply; and, relevant here, that suit must be brought in "this state".

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 CARRIER [A.L.A. Trucking] may bring suit against INDEPENDENT CONTRACTOR [O'Bryant Transport] in any state where INDEPENDENT CONTRACTOR resides or is located.

         More than a year later, the plaintiff, Daniel O'Bryant, alleged breach of contract and sued in the Circuit Court of Madison County, Indiana. He claimed that A.L.A. Trucking breached the agreement by treating him, apparently a principal of O'Bryant Transport, as an A.L.A. employee rather than an independent contractor and did not pay him salary or benefits for most of the prior year. We say "apparently" because the agreement lists the contracting party as the LLC, a limited-liability company, and shows Daniel as signing on its behalf. Yet the amended complaint, the operative pleading here, recites Daniel as the aggrieved party and lists the LLC as merely a "dba" and not a separate legal entity. The lower courts did not address Daniel's standing to sue for breach of an agreement to which he is not a party. And neither shall we.

         O'Bryant also sued for fraudulent inducement, alleging he was induced to sign the agreement by A.L.A.'s "material misrepresentations" concerning the work he was to do. The suit named as defendants Alan P. Adams and Luan Adams, as "owners"-presumably meaning shareholders-of A.L.A. Trucking, Inc. The Adamses are residents of Indiana, and A.L.A. Trucking is an Indiana for-profit corporation doing business in Indiana. According to O'Bryant, the Adamses are alter egos of A.L.A. Trucking, and he seeks to pierce the corporate veil and hold them personally liable for any obligations of the corporation. In the lawsuit's caption, O'Bryant lists the counterparty, A.L.A. Trucking, as a "dba" rather than the separate legal entity his own complaint alleges it to be. Again, the lower courts ignore this issue, and so shall we.

         The defendants moved to dismiss the amended complaint on two separate grounds. The first, under Rule 12(B)(2), is that the Indiana trial court lacked personal jurisdiction over these defendants because the parties agreed to litigate their dispute in Texas. The second ground, under Rule 12(B)(6), seeks partial dismissal of the veil-piercing claims against the Adamses because the allegations are insufficient to subject them to liability for obligations of the corporation. The other 12(B)(6) request is to dismiss count 2, the fraud claim, because the plaintiff failed to plead fraud with the specificity required by Rule 9(B).

         O'Bryant objected to dismissal under Rule 12(B)(2), arguing that the phrase "this state" within the forum-selection clause refers not to Texas but Indiana; that the clause is ambiguous and permissive; and that requiring Indiana parties to litigate their dispute in Texas is unreasonable and unjust. The trial court disagreed. It held that the forum-selection clause is unambiguous and mandatory; that "this state" refers to Texas; and that ...


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