Deffenbaugh, S. v. Giancola, R.
1755 WDA 2015
| Pa. Super. Ct. | Jan 23, 2017Background
- Deffenbaugh, former general manager and 19% owner of Clem’s RV and Trailer Sales of Virginia, alleges Giancola and Clem’s entities coerced him into a Forbearance Agreement (and addendum) on June 22, 2015, relinquishing his ownership without compensation.
- He alleges defendants ambushed him at a meeting in Butler County, presented accusations of sharing confidential info with Camping World, threatened him, and forced him to sign under duress and economic compulsion.
- The Forbearance Agreement contained a forum-selection clause designating Beaver County, Pennsylvania, for disputes.
- Deffenbaugh sued in Butler County asserting fraud, breach of fiduciary duty, declaratory judgment, Pennsylvania Wage Payment claims, and statutory appraisal.
- Defendants filed preliminary objections arguing venue was improper based on the Beaver County forum-selection clause; the trial court sustained those objections.
- Deffenbaugh appealed, arguing the forum-selection clause was unenforceable due to fraud, duress, and lack of free negotiation.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Enforceability of forum-selection clause | Clause unenforceable because the Forbearance Agreement (including the clause) was procured by fraud | Clause is presumptively valid; fraud alleged relates to the contract as a whole, not the clause itself | Clause enforceable; fraud must relate specifically to procurement of the clause |
| Unconscionability/duress as to forum clause | Clause vitiated by duress/economic compulsion during signing | Forum clause remains valid absent specific allegation that clause itself was procured by duress | Rejected; plaintiff failed to show clause was procured by duress |
| Forum is unfair or inconvenient | Butler County is proper because parties and meeting were in Butler County; Beaver County would be inconvenient | Beaver County is a neighboring county with the defendant's offices; plaintiff didn’t show Beaver County is unavailable or prohibitive | Rejected; no evidence Beaver County would deprive plaintiff of fair hearing or impose prohibitive costs |
| Public policy defense to forum clause | Clause should be void as against public policy due to coercive conduct | Forum clause does not violate public policy on the record | Rejected; plaintiff failed to develop public-policy argument |
Key Cases Cited
- Autochoice Unlimited Inc. v. Avangard Auto Fin., Inc., 9 A.3d 1207 (Pa. Super. 2010) (standard of review for sustaining preliminary objections based on improper venue)
- Patriot Commercial Leasing Co., Inc. v. Kremer Rest. Ent., LLC, 915 A.2d 647 (Pa. Super. 2006) (forum-selection clause unenforceable only if clause itself was procured by fraud, is gravely inconvenient, or violates public policy)
- O’Hara v. First Liberty Ins. Corp., 984 A.2d 938 (Pa. Super. 2009) (Patriot’s rule applies beyond purely commercial-entity contexts)