Knauf Insulation, Inc. v. Southern Brands, Inc., 820 F.3d 904

Knauf Insulation, Inc., a Delaware subsidiary with principal place of business in Indiana, sold fiberglass insulation to distributor Southern Brands, Inc. (SBI); SBI's principals are the Dowds, who signed a personal guaranty in 2003.
SBI became delinquent; by 2012 SBI owed Knauf over $3.5 million. Knauf sued in Indiana state court; the case was removed to federal court on diversity grounds.
The Dowds’ 2003 guaranty expressly guaranteed “all obligations of the DEBTOR to the CREDITOR… now or hereafter existing” and contained an Indiana forum-selection clause.
SBI asserted counterclaims in 2013 alleging Knauf participated in an antitrust price-fixing conspiracy (originating from the Columbus Drywall class action), but had been dropped from that class in 2006.
The district court granted summary judgment for Knauf on the debt and guaranty; the defendants appealed raising (1) guaranty scope and forum/jurisdiction defenses, (2) unconscionability/bargaining-power challenges to the forum clause, (3) timeliness of the antitrust counterclaim, and (4) account/credit-setoff defenses.

Issue	Knauf's Argument	SBI/Dowds' Argument	Held
Whether the 2003 guaranty covers future debts of indefinite amount	Guaranty is explicit: it covers “now or hereafter existing” obligations	Dowds contend they didn’t intend to guarantee future, larger debts	Guaranty is a continuing guaranty; it covers future obligations and makes the Dowds liable
Enforceability and jurisdictional effect of forum-selection clause	Forum clause is valid; parties consented to Indiana jurisdiction	Dowds/SBI claim disparity in bargaining power and lack of minimum contacts with Indiana	Forum clause enforceable; SBI had sufficient contacts and size disparity alone does not make clause unconscionable
Timeliness of SBI’s Sherman Act counterclaim and availability of equitable tolling/class-action tolling	Knauf: claim is time-barred; American Pipe tolling ended when SBI was dropped from class	SBI: dropping from class should not start limitations running because it lacked notice and relied on class proceedings	Claim is untimely; equitable tolling/class-action tolling denied because SBI lacked diligence and had notice/opportunity to monitor Columbus Drywall
Whether Knauf failed to prove account balance or credit of $1.3M payments	Knauf: invoices/statements sent repeatedly; no timely objections or setoffs pleaded	SBI: disputed amounts and asserted possible uncredited $1.3M payments	Defendants failed to timely object or present evidence of payments; summary judgment for Knauf affirmed

S-Mart, Inc. v. Sweetwater Coffee Co., 744 N.E.2d 580 (Ind. App. 2001) (continuing guaranty covers future transactions within contemplation of the agreement)
Carnival Cruise Lines, Inc. v. Shute, 499 U.S. 585 (1991) (forum-selection clauses are generally enforceable)
M/S Bremen v. Zapata Off-Shore Co., 407 U.S. 1 (1972) (valid forum-selection clauses govern parties’ consent to jurisdiction)
Burger King Corp. v. Rudzewicz, 471 U.S. 462 (1985) (minimum-contacts analysis for personal jurisdiction)
American Pipe & Construction Co. v. Utah, 414 U.S. 538 (1974) (class-action filing tolls statute of limitations for putative class members until class certification denial or other disposition)
Menominee Indian Tribe of Wisconsin v. United States, 136 S. Ct. 750 (2016) (equitable tolling requires diligence and extraordinary circumstances; tolling may be available after class exclusion in appropriate cases)
In re Copper Antitrust Litigation, 436 F.3d 782 (7th Cir. 2006) (remanding to consider equitable doctrines where tolling under American Pipe may not suffice)
Irwin v. Department of Veterans Affairs, 498 U.S. 89 (1990) (equitable tolling limited; excusable neglect generally insufficient)