High Plains Construction, Inc. v. Gay
831 F. Supp. 2d 1089
S.D. Iowa2011Background
- High Plains, an Iowa corporation, had a Massachusetts dealer for Aerostar wind turbines under a Dealership Agreement invoking Massachusetts law and exclusive Massachusetts courts.
- Defendants Gay and Rollins were Aerostar executives acting as its agents; they visited Iowa customers on Aerostar’s behalf.
- Aerostar delayed turbine delivery and never refunded High Plains’s $317,000 down payment for ten turbines ordered in December 2009.
- High Plains filed in Iowa alleging tortious interference with contract against the Defendants and breach of contract against Aerostar; Defendants removed the case to federal court in diversity.
- Aerostar separately sued High Plains in Massachusetts claiming breach of contract and related claims, making a Massachusetts action pending as well.
- The court analyzed personal jurisdiction, venue, and transfer, noting a mandatory forum-selection clause in the Dealership Agreement directing Massachusetts courts and governing law.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the court has specific personal jurisdiction over Aerostar and its agents in Iowa | Aerostar’s conduct targeted Iowa customers; agents visited Iowa and interfered | No general jurisdiction; limited contacts; forum clause controls | Court has specific jurisdiction over Aerostar and its agents in Iowa |
| Does the forum-selection clause preclude Iowa jurisdiction and require Massachusetts as the proper venue | Clause does not clearly cover tort claims; Iowa forum | Clause mandates Massachusetts forum for disputes arising under/relating to the agreement | Forum-selection clause governs and supports transfer to Massachusetts |
| Whether venue should be transferred under 28 U.S.C. § 1404(a) to Massachusetts | Witnesses in Iowa; torts relate to Iowa contracts; Iowa forum appropriate | Mandatory clause favors Massachusetts; convenience and justice favor transfer | Transfer to Massachusetts granted; forum-selection clause enforced |
| Whether the case could be transferred despite removal and venue rules | Removal does not bar venue considerations; Massachusetts is proper for contract claim | Forum clause dictates Massachusetts; balance of factors supports transfer | Transfer granted; venue properly transferred to Massachusetts |
Key Cases Cited
- Terra Int’l, Inc. v. Mississippi Chemical Corp., 119 F.3d 696 (8th Cir. 1997) (forum selection clause governs tort/contract scope; seven factors for transfer; exclusivity weighs)
- M/S Bremen v. Zapata OffShore Co., 407 U.S. 1 (U.S. 1972) (forum-selection clauses are prima facie valid and enforceable; exclusive clauses weigh heavily)
- Beckley v. Auto Profit Masters, L.L.C., 266 F. Supp. 2d 1001 (S.D. Iowa 2003) (tests for tort claims under a forum-selection clause scope)
- DataCard Corp. v. Softek, Inc., 645 F. Supp. 2d 722 (D. Minn. 2007) (forum-selection clause treated as exclusive when mandatory language present)
- Burger King Corp. v. Rudzewicz, 471 U.S. 462 (U.S. 1985) (minimum contacts and purposeful availment; due process standard)