Autochoice Unlimited, Inc. v. Avangard Auto Finance, Inc.
9 A.3d 1207
| Pa. Super. Ct. | 2010Background
- Autochoice sued Avangard in Pennsylvania alleging fraud, fraud in payments, and nonpayment of checks tied to vehicle financing contracts.
- The Dealer Agreement (Feb. 10, 2008) designated Broward County, Florida as the exclusive venue and Florida law to govern, with performance in Broward County.
- The venue issue was raised in preliminary objections (Jan. 22, 2009) and a related Florida action by Avangard was later dismissed for lack of personal jurisdiction.
- The trial court, on Feb. 4, 2010, sustained the venue objection and dismissed the complaint without prejudice.
- Appellant appealed (Mar. 2010); the court reviews whether the forum selection clause applies to tort claims, to non-signatory parties, and whether enforcement is unreasonable.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Is the forum selection clause enforceable for tort claims? | Appellant argues the clause is in contract and does not apply to tort claims. | Appellees contend the clause applies to any action arising from the contract, including tort claims. | Yes; the clause governs and is applicable to the actions. |
| Are Friedman's Financial Group, LLC and AFFM, Inc. proper parties under the clause given they are aliases for Avangard? | Appellant asserts these entities are distinct defendants not bound by the clause. | The entities are alternative names for Avangard and thus bound. | Yes; they are not distinct entities for purposes of the clause. |
| Should Florida’s order denying personal jurisdiction have faith and credit against enforcement of the forum clause? | Florida order precludes enforcing the clause against Appellant. | Full faith and credit does not bar enforcement where Florida lacked jurisdiction over Appellant. | Florida order does not bar enforcement; res judicata does not apply to prevent the forum clause's enforcement. |
| Is enforcing the forum clause unreasonable and seriously impair Appellant’s ability to sue? | Appellant would be burdened by Florida venue, witnesses, and costs. | Enforcement would not be unreasonable; consideration for contract benefits exists. | No; enforcement is not unjust or impracticable under the circumstances. |
Key Cases Cited
- Hart v. Arnold, 884 A.2d 316 (Pa.Sup.2005) (gist-of-the-action doctrine; contract-based fraud and tort distinctions)
- Central Contracting Co. v. C.E. Youngdahl & Co., 418 Pa. 122 (Pa. 1965) (forum-selection clauses; public policy in venue agreements)
- Patriot Commercial Leasing Co., Inc. v. Kremer Restaurant Enterprises, LLC, 915 A.2d 647 (Pa.Sup.2006) (presumptively valid forum clauses; unenforceable only in specified circumstances)
- McRae v. J.D./M.D., Inc., 511 So.2d 540 (Fla.1987) (forum clause alone cannot confer jurisdiction; but contract rights may bind enforcement)
- Bombardier Capital, Inc. v. Progressive Marketing Group, Inc., 801 So.2d 131 (Fla.App.4 Dist.2001) (forum clause governs as contract-based dispute resolution venue)
- Crescent Intern., Inc. v. Avatar Communities, Inc., 857 F.2d 943 (3d Cir.1988) (pleading non-contract claims does not avoid contract forum clause)
- Hart v. Zemmour, 981 So.2d 473 (Fla.App.3 Dist.2007) (contractual duties; public policy and forum selection context)
- Blue Supply Corp. v. Novos Electro Mechanical, Inc., 990 So.2d 1157 (Fla.App.3 Dist.2008) (fraud related to contract; economic loss doctrine as applicable)