MPVF Lexington Partners, LLC v. W/P/V/C, LLC
148 F. Supp. 3d 1169
D. Colo.2015Background
- MPVF Partners and Lexington Downtown sue multiple Kentucky entities over alleged breaches of a series of settlements related to the Property in Lexington, Kentucky.
- The central dispute revolves around the Air Lot and the Air Rights Option, including procurement of a quitclaim deed and encumbrance issues.
- October 2014 Settlement Agreement included a Forum Selection Clause designating Colorado courts for disputes arising from that agreement and the Quitclaim Deed.
- Vine filed a Kentucky Action in December 2014 asserting, among other things, breach/contravention of the Option Agreement via an Easement Agreement, allegedly violating the October 2014 Settlement Agreement.
- Plaintiffs filed this action seeking to hold Vine liable for breach of the Forum Selection Clause and to pursue related remedies; the Court later addressed jurisdiction and remedies, including the Rent Demand issue.
- The court ultimately found Vine breached the Forum Selection Clause by filing in Kentucky, but dismissed Rent Demand claims for lack of Article III jurisdiction and declined to decide the substantive repudiation issue.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether Vine breached the Forum Selection Clause. | Vine violated the Colorado-based clause by filing in Kentucky. | The Excluded Claims or other clauses may render the Kentucky action permissible or not within the clause's scope. | Yes; Vine breached the Forum Selection Clause. |
| Scope of the Forum Selection Clause and its reach over the Kentucky Action. | Claims relate to the October 2014 Settlement Agreement and the Air Rights Interests, thus within the clause. | Kentucky Action may fall outside the clause due to Excluded Claims or contract interpretation. | The clause broadly covers disputes concerning the October 2014 Settlement Agreement and related instruments; Kentucky Action falls within its scope. |
| Whether the Second Amended Kentucky Complaint changes the forum-clauses analysis. | New breach theory (February 2012 Settlement) should be analyzed under the same clause. | October 2014 Settlement remains the controlling instrument; the analysis remains the same. | No material change; the action remains within the forum clause scope. |
| What remedy, if any, is appropriate for breach of a forum selection clause under Colorado law. | Plaintiffs should recover fees and expenses incurred in the Kentucky Action and related proceedings. | Damages for breach are unsettled; dismissal or anti-suit injunction are typical remedies, with anti-suit injunction likely unavailable here. | Damages remedy predicted but not clearly established; remedies limited to dismissal or injunction, with damages potential under anticipated Colorado Supreme Court ruling. |
| Whether the Rent Demand provides ongoing Article III jurisdiction or belongs to a separate dispute. | Rent Demand is part of the broader disputes and may breach the October 2014 Settlement Agreement. | Rent Demand constitutes a separate, non-justiciable claim lacking injury in fact. | Lacks Article III jurisdiction; Rent Demand is dismissed without prejudice. |
Key Cases Cited
- Terra Int'l, Inc. v. Miss. Chem. Corp., 922 F.Supp.1334 (N.D. Iowa 1996) (broad 'arising from or related to' forum clauses enforceable)
- Int'l Software Sys., Inc. v. Amplicon, Inc., 77 F.3d 112 (5th Cir. 1996) (contracts and forum clauses interpreted broadly)
- John Wyeth & Bro. Ltd. v. CIGNA Int'l Corp., 119 F.3d 1070 (3d Cir. 1997) (forum selection scope reaches disputes raised as defenses)
- Huffinton v. T.C. Grp., LLC, 637 F.3d 18 (1st Cir. 2011) (interpretation of 'concerning' broadens forum clauses)
- Edge Telecom, Inc. v. Sterling Bank, 143 P.3d 1155 (Colo. Ct. App. 2006) (forum selection clause enforcement in state appellate context)
- Gen. Protecht Grp., Inc. v. Leviton Mfg. Co., 651 F.3d 1355 (Fed. Cir. 2011) (enforceability and remedies for forum selection clauses)
- Valley Forge Ins. Co. v. Health Care Mgmt. Partners, Ltd., 616 F.3d 1086 (10th Cir. 2010) (predicting state-law outcomes in federal diversity to remedy forum issues)
- Acoustic Mktg. Research, Inc. v. Technics, LLC, 198 P.3d 96 (Colo. 2008) (measure of damages in contract and related forum context)
- Bernhardt v. Hemphill, 878 P.2d 107 (Colo. Ct. App. 1994) (specific performance considerations in contract remedies)
- Copper Mountain, Inc. v. Indus. Sys., Inc., 208 P.3d 692 (Colo. 2009) (harmonization of contract provisions and forum clauses)