SABA Software, Inc. v. Deere and Company
2014 IL App (1st) 132381
Ill. App. Ct.2014Background
- Saba (Delaware corp., based in California) sued Deere (Delaware corp., principal place in Moline, Illinois) in Cook County for breach of a software subscription agreement and unjust enrichment. The contract was executed Feb. 23, 2011.
- The subscription agreement contains an exclusive venue clause consenting to venue "in any federal or state court of competent jurisdiction located in Illinois."
- Deere moved to transfer the case to Rock Island County under the Illinois venue statute (735 ILCS 5/2-101/2-104) and alternatively under forum non conveniens, attaching an affidavit showing most relevant events, witnesses, and Deere facilities were in Moline/Rock Island County.
- Saba relied on the contract venue clause, argued Deere waived venue objections and forum non conveniens, and did not rebut Deere’s factual affidavits in writing at the hearing.
- The trial court denied Deere’s motion; Deere appealed interlocutorily under Ill. S. Ct. R. 306. The appellate court (directed by the Illinois Supreme Court) heard the appeal and affirmed the denial.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the contract's venue clause permits Saba to sue in Cook County despite Deere's residency elsewhere | Venue clause waives Deere’s venue objections and allows suit in any Illinois court (including Cook) | Clause cannot override Illinois venue statute or public policy; venue is improper in Cook County | Court enforced the parties’ contractual venue waiver; Cook County is proper |
| Whether the Illinois venue statute (transaction occurred in county) requires transfer to Rock Island County | Saba: some transaction-related contacts (mediation in Chicago; an alleged Saba representative in Orland Park) support Cook venue and contract controls | Deere: the transaction and all material acts occurred in Moline/Rock Island County; Deere met its burden to show improper venue in Cook | Court gave deference to contractual choice; factual findings not disturbed; contract waiver controls |
| Whether forum non conveniens required transfer despite the venue clause | Saba: Deere waived forum non conveniens by agreeing to venue clause; cannot later claim inconvenience | Deere: even if clause valid, case should be transferred because witnesses/evidence are in Rock Island and Cook has no meaningful connection | Court held the contractual venue clause precludes Deere’s forum non conveniens challenge; denied transfer |
Key Cases Cited
- Neirbo Co. v. Bethlehem Shipbuilding Corp., 308 U.S. 165 (U.S. 1939) (venue is a personal privilege related to convenience and may be waived by contract)
- The Bremen v. Zapata Off-Shore Co., 407 U.S. 1 (U.S. 1972) (forum-selection clauses negotiated by sophisticated parties are prima facie valid; to avoid them the objecting party must show grave unfairness)
- Williams v. Illinois State Scholarly Comm'n, 139 Ill. 2d 24 (Ill. 1990) (standardized forum clauses may be void as against public policy when part of adhesion contracts affecting due process)
- Progressive Universal Ins. Co. v. Liberty Mut. Fire Ins. Co., 215 Ill. 2d 121 (Ill. 2005) (Illinois public policy strongly favors freedom to contract; courts sparingly void private contracts on public-policy grounds)
- Langenhorst v. Norfolk Southern Ry. Co., 219 Ill. 2d 430 (Ill. 2006) (describing forum non conveniens as an equitable doctrine permitting transfer when another forum better serves justice)