OPINION
STATEMENT OF THE CASE
Pаinters District Council 91 ("Painters") appeals the trial court's order granting Calvert Enterprises Electronic Services, Ince.'s ("Calvert") motion to transfer venue. 1
We reverse and remand.
ISSUE
Whether the trial court erred in granting Calvert's motion to transfer venue.
Paintеrs is an unincorporated labor organization affiliated with the International Union of Painters and Allied Trades and represents members in Indiana, Kentucky and Tennessee. It consists of twelve local unions with offices throughout Indiana, as well as offices in Kentucky and Tennessee. Calvert is a Kentucky corporation with its principal place of business in Henderson, Kentucky.
On January 5, 2007, Stephen Shofstall, as Painters' business manager and secretary-treasurer ("BMST"), and Calvert entered into a service agreement (the "Agreement"), whereby Calvert would provide information technology ("TT") support to Painters for a period of sixty months. Pursuant to the Agreement, Painters agreed "to retain the services of [Calvert] through the length of thle] Agreement with fees amounting to a minimum of ten (10) hours per week," (App.10). The Agreement provided that it could be terminated "with the consent of both parties with an agreed amount of сompensation totaling a minimum equal to the payment of the fees for ten (10) hours for each remaining week of thle] Agreement." Id. The Agreement did not specify where the IT work would be performed,. The parties did not consеnt to venue in the Agreement.
On September 29, 2008, Painters filed a complaint for declaratory judgment against Calvert in Marion Superior Court. Painters asserted that its principal place of business is in Marion County, Indiana. It alleged that Shofstall, whose term expired on June 28, 2008, entered into the Agreement without authority. It also alleged that the Agreement was invalid because "it contained no agreement regarding the price of future services provided by Cаlvert and because it contained an unlawful and unenforceable penalty clause...." Id. at 8. It further alleged that Calvert had breached the Agreement by providing unsatisfactory service.
Calvert filed its answer, denying, inter alia, thаt Painters' principal place of business is in Marion County. It also filed a counterclaim, alleging repudiation of the Agreement. Painters filed its answer to the counterclaim on November 17, 2008.
On October 24, 2008, Calvert filed a motion to transfer venue, seeking to transfer venue to Vanderburgh County. In its memorandum in support thereof, it asserted the following: 1) Painters "own website states that 'the main office of [Painters] is located at 409 Millner Industrial Drive, Evansville, IN," which is located in Van-derburgh County; 2) IUPAT's "website lists the main address for [Painters] as 409 Millner Industrial Drive, Evansville, IN 47710"; 8) Painters letterhead indicates that its address is in Vanderburgh County; 4) the Agreement was executed at Painters' principal office in Vanderburgh County; 5) Calvert sent invoicеs to Painters' Vanderburgh County address; and 6) Calvert performed ninety percent of its services at the Vanderburgh County office. Id.
On November 17, 2008, Painters filed its opposition to Calvert's motion and a request for a hearing on the motion. It asserted that as of the date of the filing of its complaint, its principal office had been relocated to Marion County; this occurred after the election of a new BMST, Johnny Alderman, on June 28, 2008. Furthermore, it asserted that "mоst business fune-tions and meetings of [Painters] were held in Indianapolis because of its central location, including staff meetings, delegate meetings, and social functions." Id. at 438. It maintained that the websites and stationery to which Calvert's mоtion referred were out-of-date and in the process of being updated. Citing to Trial Rule 75(A)(10), it further maintained that its
In support of its opposition, Painters submitted the affidavit of Alderman, in which he averred that upon his election in June of 2008, he "made a decision to relocate the рrincipal office of [Painters] from Evansville to Indianapolis" and that Painters' general secretary verbally approved this decision on June 30, 2008. Id. at 48. He also averred that after this decision was made, Painters orderеd new stationery but "continue[d] to use the existing stock until" its depletion. Id. at 49.
On November 17, 2008, the trial court entered its order, granting Calvert's motion and transferring the case to Vander-burgh County. It also denied Painters request for a hearing.
DECISION
Painters asserts that the trial court abused its discretion in granting Calvert's motion to transfer venue from Marion County to Vanderburgh County. It contends that Marion County is the preferred venue pursuant to Trial Rule 75(A)(10).
Regarding the proper standard of review, оur Supreme Court has held that factual "findings linked to a ruling on a motion under Rule 75(A) are reviewed under a clearly erroneous standard and rulings of law are reviewed de novo." American Family Ins. Co. v. Ford Motor Co.,
Trial Rule 75 governs venue requirements in Indiana. It contains ten subseсtions, each setting forth criteria establishing "preferred" venue. A case or complaint may be filed in any county in Indiana, but if the complaint is not filed in a preferred venue, the court is required to transfer the case to a preferred venue upon the proper request from a party,. The rule does not create a priority among the subsections estab-Hishing preferred venue.
Id. at 973-74.
The county of the plaintiff's residence may not always produce the most convenient forum for nonresident defendants.... However, Trial Rule T5(A) does not always produce preferred venue at the most convenient location. It rather provides a number of grounds that can еstablish preferred venue.
Id. at 977.
Preferred venue may lie in more than one county. Randolph County v. Chanmess,
Generally, "[plreferrеd venue is determined by reference to subsections (1)-(9) of Rule 75(A)." Lake Holiday Conservency v. Davison,
Trial Rule 75(A)(10) provides that preferred venue lies in:
the county where either one or more individual plaintiff resides, the principal office of any plaintiff organization or governmental organization is locatеd, or the office of any such plaintiff organization or governmental organization to which the claim relates or out of which the claim arose is located, if the case is not subject to the requirements of subsectiоns (1) through (9) of this subdivision or if all the defendants are nonresident individuals or nonresident organizations without a principal office in the state.
Trial Rule 83(5) defines "organization" as "a domestic or foreign corporation, partnership, unincorporated association, business trust, governmental organization or an organization which is a representative." Therefore, Painters, as an unincorporated association, is a plaintiff organization.
In Amеrican Family, the Indiana Supreme Court addressed the term "principal office" as used in Trial Rule 75(A). It determined that the term "principal office" refers to an organization's registered office; namely, the place whеre its registered agent can be found. See
Subsection (10), however, further allows that preferred venue may lie in "the office of any such plaintiff organization ... to which the claim relates or out of which the claim arose is located...." TR. T5(A)(10). Thus, preferred venue does not necessarily lie only in the cоunty of a plaintiff organization's principal office. Rather, it also may lie in the county of a plaintiff organization's "specific, non-principal office" if the claim relates to or out of that office. Cf. Lake Holiday,
This case arises out of a contract dispute. "Causes of action based on contract are generally 'transitory'" Hollingsworth v. Key Ben. Adm'rs, Inc.,
The parties presented conflicting evidence regarding whether Painters claim related to or arose out of its Marion County office. For example, Calvert and Painters, by Shofstall, executed the Agreement in Vanderburgh County. Painters, however, presented evidence that the decision to filе its complaint for declaratory judgment was made in its Marion County office. Furthermore, Calvert asserted that it performed the majority of its IT services in
Reversed and remanded for proceedings consistent with this opinion.
Notes
. We have jurisdiction over this interlocutory appeal рursuant to Indiana Appellate Rules 5(B) and 14(A)(8). Appellate Rule 5(B) provides that "[the Court of Appeals shall have jurisdiction over appeals of interlocutory orders under Rule 14." Appellate Rule 14(A)(8) provides for interlоcutory appeal of right from an order transferring venue.
. In its reply brief, Painters asserts that as "an unincorporated association, it has no reg-B istered corporate office." Painters' Reply Br. at 6 (footnote omitted).