2013 IL App (1st) 120431
Ill. App. Ct.2013Background
- Entec, an Illinois LLC assignee for creditors, contracted with MillerCoors to provide parts procurement and related services for several MillerCoors breweries.
- MillerCoors is a Delaware LLC headquartered in Chicago; performance under the contract occurred across Illinois, Colorado, Wisconsin, North Carolina, Georgia, Ohio, and Virginia.
- The contract contains a forum selection clause stating Colorado law governs and disputes must be litigated in Colorado courts, with jury trial waiver.
- Entec initiated suit in Illinois alleging breach of contract, fraudulent scheme, unjust enrichment, and commercial disparagement; MillerCoors moved to dismiss under 2-619 based on the forum clause.
- Trial court granted dismissal; on appeal, the court affirmed, holding the forum clause valid and enforceable.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Is the forum selection clause valid and enforceable? | Brandt argues clause is unreasonable and deprives day in court. | MillerCoors contends clause is valid, enforceable, and governing Colorado law. | Yes; clause valid and enforceable. |
| Do Calanca factors favor Illinois or Colorado for the forum? | Entec shows Illinois ties and witnesses; Colorado is inconvenient. | Most performance occurred across multiple states; parties are sophisticated; Illinois burden unsupported. | Calanca factors favor enforcement; Illinois not a superior forum. |
| Did Entec have opportunity to negotiate the clause or was there superior bargaining power? | Entec had no opportunity to negotiate; clause imposed by standard contract. | Entec is sophisticated, aware of clause, and freely entered agreement; standard form is permissible. | Not persuasive; Entec failed to show improper bargaining. |
| Is there evidence of fraud inducing the contract that would void enforcement of the clause? | Clause was part of MillerCoors’ fraudulent scheme to ruin Entec so it cannot litigate in Colorado. | Fraud must be specific to the forum clause; contract contained standard clause; Colorado forum not fraudulent per se. | Fraud argument insufficient to invalidate clause. |
Key Cases Cited
- Calanca v. D&S Manufacturing Co., 157 Ill. App. 3d 85 (Ill. App. 1987) (forum selection factors; governing law and convenience)
- The Bremen v. Zapata Off-Shore Co., 407 U.S. 1 (U.S. 1972) (forum selection required unless unreasonably difficult)
- Maher & Associates, Inc. v. Quality Cabinets, 267 Ill. App. 3d 69 (Ill. App. 1994) (separate analysis for forum clause; public policy concerns)
- Dace Intern., Inc. v. Apple Computer, Inc., 275 Ill. App. 3d 234 (Ill. App. 1995) (standard form contract; forum clause enforceable; bargaining power)
- IFC Credit Corp. v. Rieker Shoe Corp., 378 Ill. App. 3d 77 (Ill. App. 2007) (forum selection clause burdens and evidence of unreasonableness)