J.D. Fields & Company, Inc v. Shoring Engineers, A California Corporation
4:18-cv-04186
S.D. Tex.Jun 13, 2019Background
- J.D. Fields (Texas) quoted specially fabricated steel piling to Shoring Engineers (California); quote stated only a fully executed purchase agreement would be binding.
- Shoring signed the March 20 quote (writing "ACCEPTED") but never issued a formal purchase order; J.D. Fields requested and received a credit application and on March 24 sent its General Terms & Conditions of Sale (GTCs), including a Harris County, Texas, forum-selection clause.
- On April 13 J.D. Fields emailed to confirm Shoring was still "good" for the pipe; Shoring responded affirmatively; J.D. Fields thereafter paid a third party about $193,000 to fill the order.
- Shoring participated in production discussions and later repudiated the deal in July 2017; it has paid J.D. Fields about $50,019 but J.D. Fields sued in Harris County for breach of contract and promissory estoppel.
- Shoring removed to federal court and moved to dismiss for lack of personal jurisdiction and improper venue, arguing the GTCs/forum clause did not become part of the contract and that Texas courts lack jurisdiction.
- The district court denied the motion to dismiss, finding (1) the earliest contract formed on April 13, after Shoring received the GTCs, (2) the GTCs (including the mandatory forum-selection clause) are part of the contract, and (3) Shoring failed to show the clause is unreasonable.
Issues
| Issue | Plaintiff's Argument (J.D. Fields) | Defendant's Argument (Shoring) | Held |
|---|---|---|---|
| Did the GTCs (and forum-selection clause) become part of the parties' contract? | GTCs were sent before the binding acceptance (April 13); Shoring unqualifiedly accepted the April 13 offer, so GTCs apply. | A binding contract formed when Shoring signed the March 20 quote, before GTCs were sent; thus GTCs are post-contract proposals under UCC §2-207. | Court: Contract formed April 13; GTCs were part of the offer and became part of the contract. |
| Is the forum-selection clause mandatory or permissive? | Clause language is mandatory: suits "shall be brought only in" Harris County and buyers consent to "exclusive jurisdiction." | Clause is not mandatory (argues otherwise). | Court: Plain language makes the clause mandatory and exclusive. |
| Is enforcement of the forum-selection clause unreasonable (thus unenforceable)? | N/A (J.D. Fields seeks enforcement). | Shoring contends lack of minimum contacts and improper venue; does not invoke Haynsworth factors or show fraud/overreaching or grave inconvenience. | Court: Shoring failed to meet heavy burden; clause is prima facie valid and not unreasonable; enforceable. |
| Should the case be dismissed for lack of personal jurisdiction or improper venue? | Forum-selection clause constitutes consent to Texas jurisdiction and venue; thus dismissal is not warranted. | Because Shoring is California-based and lacks sufficient Texas contacts, court lacks personal jurisdiction and venue is improper. | Court: Denied motion to dismiss; enforces forum-selection clause and retains jurisdiction/venue in Harris County, Texas. |
Key Cases Cited
- Burger King Corp. v. Rudzewicz, 471 U.S. 462 (forum-selection clauses can constitute consent to jurisdiction)
- M/S Bremen v. Zapata Off-Shore Co., 407 U.S. 1 (forum-selection clauses enforceable absent unreasonableness)
- Atl. Marine Constr. Co. v. U.S. Dist. Court for W. Dist. of Tex., 571 U.S. 49 (valid forum-selection clause controls venue in most cases)
- Haynsworth v. The Corporation, 121 F.3d 956 (5th Cir.) (factors rendering a forum-selection clause unreasonable)
- City of New Orleans v. Mun. Admin. Servs., Inc., 376 F.3d 501 (5th Cir.) (mandatory clause language demonstrates intent to make jurisdiction exclusive)
- J.D. Fields & Co. v. U.S. Steel Int’l, Inc., [citation="426 F. App'x 271"] (5th Cir.) (UCC principles applied to formation of sales contracts)