The Sullivan Corporation, Appellant-Plaintiff, v. Rabco Enterprises, LLC, Appellee-Defendant.
Case No. 20A-PL-1444
COURT OF APPEALS OF INDIANA
December 7, 2020
Bradford, Chief Judge.
Appeal from the Hamilton Superior Court, The Honorable Jonathan M. Brown, Judge. Trial Court Cause No. 29D02-1909-PL-8958.
ATTORNEYS FOR APPELLANT
John J. Moore
Megan E. Cain
Tuohy Bailey & Moore LLP
Indianapolis, Indiana
ATTORNEY FOR APPELLEE
Joshua W. Casselman
Rubin & Levin, P.C.
Indianapolis, Indiana
IN THE COURT OF APPEALS OF INDIANA
Case Summary
[1] The Sullivan Corporation (“Sullivan“) and Rabco Enterprises, LLC (“Rabco“) entered into a contract for work relating to a construction project in Noblesville. On September 24, 2019, Sullivan filed the underlying lawsuit, alleging that Rabco had breached the parties’ contract. Rabco filed a motion to dismiss, arguing that pursuant to the forum-selection clause in the parties’ contract, the proper venue for Sullivan‘s lawsuit was either the state or federal courts located in Orange County, Florida. Sullivan appeals after the trial court granted Rabco‘s motion to dismiss. Concluding that the parties’ forum-selection clause was void and unenforceable pursuant to
Facts and Procedural History
[2] On August 29, 2017, Sullivan and Rabco entered into a written contract for Rabco to provide labor and materials in connection with a construction project known as “146th Street Self Storage” in Noblesville. Appellant‘s App. Vol. II p. 13. Per the terms of the contract, Rabco agreed to provide timely plans for the project, appropriate materials for the project, and appropriate equipment to complete the work. In exchange, Sullivan agreed to pay Rabco the sum of $1,143,940. The parties’ contract contained a forum-selection clause, which read as follows:
This contract shall be deemed to have been executed in and performable in the state of Florida and shall be construed under Florida law, without regard to said state‘s conflicts of law rules (except that the lien laws of the state in which the job site is situated shall apply to the Rabco‘s lien rights). It is agreed that the exclusive venue for any litigation arising hereunder shall be in the state or federal courts in Orange County, Florida.
Appellant‘s App. Vol. II p. 22.
[3] On September 24, 2019, Sullivan filed the underlying lawsuit, alleging that Rabco had breached the parties’ contract. Rabco subsequently moved to dismiss the lawsuit “based on the forum-selection clause.” Appellant‘s App. Vol. II p. 39. In its reply, Sullivan argued that the forum-selection clause was unenforceable pursuant to
Discussion and Decision
[4] This appeal centers around the question of whether the trial court erroneously enforced the forum-selection clause found in the parties’ contract. Generally, “[f]orum selection clauses—even those occurring
the provision: (1) makes the contract subject to the laws of another state; or (2) requires litigation, arbitration, or other dispute resolution process on the contract occur in another state.”
[5] In finding that the forum-selection clause was enforceable, the trial court found that “there is no evidence of fraud or overreaching, nor are there any allegations of such.” Appellant‘s App. Vol. II p. 7. The trial court also determined that because
[6] In statutory construction, our primary goal is to ascertain and give effect to the intent of the legislature. Gray v. D & G, Inc., 938 N.E.2d 256, 259 (Ind. Ct. App. 2010). The language of the statute itself is the best evidence of legislative intent, and we must give all words their plain and ordinary meaning unless otherwise indicated by statute. Id. Furthermore, we presume that the legislature intended statutory language to be applied in a logical manner consistent with the statute‘s underlying policies and goals. Id. However, we will not interpret a statute which is clear and unambiguous on its face; rather, we will give such a statute its apparent and obvious meaning. Ind. State Bd. of Health v. Journal-Gazette Co., 608 N.E.2d 989, 992 (Ind. Ct. App. 1993), adopted, 619 N.E.2d 273 (Ind. 1993).
U.S. Steel Corp. v. N. Ind. Pub. Serv. Co., 951 N.E.2d 542, 552 (Ind. Ct. App. 2011).
[7] Sullivan cites to the United States District Court for the Northern District of Indiana‘s unpublished decision in Pirson Contractors, Inc. v. Scheuerle Fahrzeugfabrik GmbH, No. 2:07 CV 123, 2008 WL 927645 (N.D. Ind. Apr. 3, 2008), in support of its claim that
[8] Furthermore, a reading of various sections that fall under
result. For example, both
[9] Given that the General Assembly did not include language limiting the application of
[10] The judgment of the trial court is reversed, and the matter remanded for further proceedings.
Kirsch, J., and May, J., concur.