Versatex, LLC v. Duracell Manufacturing LLC
1:23-cv-00184
S.D. OhioNov 21, 2023Background
- Plaintiffs Versatex, LLC (signatory) and XLC Services, LLC (subcontractor) — both Ohio companies owned by d.e. Foxx & Associates — provided temporary labor services under a Master Professional Services Agreement originally between The Procter & Gamble Co. and Versatex.
- P&G divested Duracell in 2016; Duracell assumed P&G's obligations and Plaintiffs continued performing at Duracell facilities; Plaintiffs allege $541,371.15 in unpaid invoices.
- The Agreement (governed by Ohio law) contains a Cincinnati-only forum-selection clause and an express clause disclaiming third-party beneficiary rights.
- Plaintiffs sued Duracell in state court asserting breach of contract, unjust enrichment, and quantum meruit; defendant removed to federal court and moved to dismiss (personal jurisdiction as to XLC, XLC’s contract claim, statute-of-limitations for certain damages) and for a more definite statement.
- The court considered whether XLC (a non-signatory and sister company) could enforce the forum-selection clause, whether XLC may sue on the Agreement, whether some quasi-contract claims are time-barred, and whether the pleading is too vague.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Personal jurisdiction as to XLC's claims (forum-selection clause enforceability) | XLC can enforce the Agreement's Cincinnati forum clause because it was Versatex's subcontractor and is closely related (common ownership and role in performance). | XLC is a non-signatory; forum clause binds only signatories so no personal jurisdiction over Duracell for XLC's claims. | Court: XLC may enforce the forum-selection clause under the "closely related" test; personal jurisdiction exists as to XLC's claims. |
| XLC's breach of contract standing | XLC asserts it can recover under the Agreement based on its subcontractor role and performance. | XLC is neither a party nor an intended third-party beneficiary; Agreement expressly disclaims third-party rights. | Court: XLC is not an intended beneficiary under Ohio law given the Agreement's explicit disclaimer; XLC's breach claim dismissed with prejudice. |
| Statute of limitations for unjust enrichment/quantum meruit (pre-June 25, 2015 damages) | Plaintiffs: accrual dates and locations are unclear; discovery required before resolving timeliness. | Duracell: damages accruing before June 25, 2015 are time-barred; seek dismissal of those amounts. | Court: Denied dismissal as premature; complaint does not affirmatively show time-bar, discovery needed. |
| Motion for a more definite statement | Plaintiffs: Amended Complaint plus attached invoices give fair notice; discovery fills gaps. | Duracell: allegations are vague, lump Plaintiffs together, and do not parse damages by entity. | Court: Denied — complaint and invoice exhibit give sufficient detail; not so vague as to preclude a response. |
Key Cases Cited
- Days Inns Worldwide, Inc. v. Patel, 445 F.3d 899 (6th Cir. 2006) (personal-jurisdiction must be analyzed for each defendant separately)
- Burger King Corp. v. Rudzewicz, 471 U.S. 462 (U.S. 1985) (minimum contacts and forum-selection principles)
- Theunissen v. Matthews, 935 F.2d 1454 (6th Cir. 1991) (prima facie showing standard when court relies on affidavits for personal jurisdiction)
- Neogen Corp. v. Neo Gen Screening, Inc., 282 F.3d 883 (6th Cir. 2002) (plaintiff must show jurisdictional facts with reasonable particularity)
- Bell Atl. Corp. v. Twombly, 550 U.S. 544 (U.S. 2007) (pleading must state a plausible claim)
- Ashcroft v. Iqbal, 556 U.S. 662 (U.S. 2009) (legal conclusions not entitled to assumption of truth)
- Gant Thornton v. Windsor House, Inc., 566 N.E.2d 1220 (Ohio 1991) (only a party or intended third-party beneficiary may sue on a contract)
- Hill v. Sonitrol of Sw. Ohio, Inc., 521 N.E.2d 780 (Ohio 1988) (applying Restatement §302 to determine intended vs. incidental third-party beneficiaries)
- Huff v. FirstEnergy Corp., 957 N.E.2d 3 (Ohio 2011) (intended third-party beneficiaries have enforceable contract rights)
- Cataldo v. U.S. Steel Corp., 676 F.3d 542 (6th Cir. 2012) (complaint that affirmatively shows claim is time-barred may be dismissed on the pleadings)