335 P.3d 809
Okla. Civ. App.2014Background
- Victory Energy Operations, L.L.C. (Delaware LLC) sues Rain CII Carbon, L.L.C. (Louisiana LLC) in Oklahoma for breach of contract.
- Rain solicited and contracted with Victory to build a boiler to be installed in Louisiana; negotiation included Oklahoma interactions.
- Victory's March 2, 2011 proposal stated Oklahoma law and Tulsa County as exclusive forum, with terms to be reviewed against Rain's terms.
- The Purchase Agreement (construction and sale) provided Louisiana law governs and Exhibit A tied the boiler description to Victory's attached proposal, with main body controls in case of inconsistency.
- Louisiana action against Victory and others was filed March 15, 2018; Louisiana court denied Victory's motion to dismiss in September 2018, which Victory appealed.
- Oklahoma action for breach filed June 3, 2018; Rain moved to dismiss for lack of jurisdiction, improper venue, and forum non conveniens; trial court dismissed based on Louisiana law governing and forum rules.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Does Louisiana law govern and prohibit Oklahoma forum | Victory: Oklahoma contacts suffice; forum clause should control. | Rain: Louisiana law governs; forum outside Louisiana invalid under construction-law policy. | Louisiana law controls; dismissal affirmed. |
Key Cases Cited
- Simonson v. Schaefer, 2013 OK 25 (Okla. 2013) (de novo review for jurisdictional motions; burden on movant)
- Fossil Creek Energy Corp. v. Cook's Oilfield Services, 2010 OK CIV APP 128 (Okla. Civ. App. 2010) (choice-of-law principles under Restatement and Oklahoma law)
- Gilbert v. Security Fin. Corp. of Okla., Inc., 2006 OK 58 (Okla. 2006) (minimum contacts and jurisdiction considerations)
- Willbros USA, Inc. v. Certain Underwriters at Lloyds of London, 2009 OK CIV APP 90 (Okla. Civ. App. 2009) (forum non conveniens and related considerations)