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Bradley v. D&B Trucks & Equipment, LLC

United States District Court, W.D. Kentucky, Bowling Green Division

September 14, 2017



          Greg N. Stivers, Judge United States District Court.

         This matter is before the Court upon Defendant's Motion to Dismiss (DN 11). For the reasons discussed below, the motion is GRANTED.

         I. BACKGROUND

         This is a contract dispute arising out of the manufacture and sale of a custom Peterbilt road tractor (the “Truck”). In fall 2015, Plaintiffs Wayne Bradley (“Bradley”) and Jeanette Lee (“Lee”), domestic partners, contracted with Defendant D&B Trucks & Equipment, LLC (“D&B”) to manufacture the Truck according to their specifications for the price of $168, 750. (Compl. ¶¶ 14, 16, DN 1; Pls.' Resp. Mot. Dismiss 5, DN 15). D&B was to deliver the Truck to Plaintiffs sometime in March 2016. (Compl. ¶ 16).

         Between December 2015 and March 2016, Plaintiffs paid D&B $60, 000. (Compl. ¶¶ 17-18). In March 2016, Lee financed the remainder of the purchase price by obtaining a loan from Defendant TCF National Bank (“TCF”), evidenced by a promissory note (the “Note”). (See Compl. ¶ 19; Promissory Note, DN 12-1).[1] To secure payment of the Note, Lee entered into a security agreement granting TCF a security interest in the Truck “together with all attachments and accessories thereto” (“Security Agreement”). (Security Agreement 1, DN 12-2). Both the Note and the Security Agreement contain choice-of-law and forum-selection clauses. (Promissory Note; Security Agreement 4). For example, the Note provides that “[t]his Note and all matters arising from this Note . . . shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, federal law and, to the extent not preempted by federal law, by the laws of the state of Minnesota[, ]” and that “Debtor consents to the personal jurisdiction of the federal and state courts located in the state of Minnesota, waives any argument that such a forum is not convenient and agrees that any action relating to this Note shall be venued in Minnesota.” (Promissory Note).[2]

         Plaintiffs are apparently dissatisfied with the Truck and have refused to accept its delivery. (See Compl. ¶¶ 22-23). Due to Plaintiffs' refusal, Lee obtained neither marketable title to the Truck nor a certificate of title evidencing TCF's security interest in the Truck, as was required by the Security Agreement. (Def.'s Mem. Supp. Mot. Dismiss 2, DN 11 [hereinafter Def.'s Mot.]; Security Agreement 2). Accordingly, TCF declared Lee in default of the Note and Security Agreement and, on September 22, 2016, filed suit against Lee in Hennepin County District Court in Minnesota, alleging breach of contract and seeking replevin of the Truck. (Def.'s Mot. 3). On September 23, 2016, Plaintiffs filed the present action, alleging, inter alia, that “Defendants breached the Contract with Plaintiffs by failing to perform their obligation thereunder to manufacture, tender and deliver the truck conforming to the specifications in the Contract[, ]” that “the Defendant TCF has colluded with the Defendant D&B to withhold and deter performance of the Contract[, ]” and that “the Defendants, acting jointly, have breached their agreements with Plaintiffs.” (Compl. ¶¶ 22, 24-25). Plaintiffs request a “judgment rescinding all contracts and agreements executed with Defendants” and damages. (Compl. 5).

         TCF has moved the Court to dismiss it from this action under the doctrine of forum non conveniens. TCF argues that dismissal is appropriate because the forum-selection clause set out above requires Lee to bring her claims against it, if at all, in Minnesota. Plaintiffs have responded, and TCF has replied. The matter is ripe for adjudication.


         The Court has jurisdiction under 28 U.S.C. § 1332(a)(1) because there is diversity of citizenship among the parties and the amount in controversy exceeds $75, 000, exclusive of interest and costs.


         The “enforcement of valid forum-selection clauses, bargained for by the parties, protects their legitimate expectations and furthers vital interests of the justice system.” Atl. Marine Const. Co. v. U.S. Dist. Ct. for W. Dist. of Tex., 134 S.Ct. 568, 581 (2013) (internal quotation marks omitted) (quoting Stewart Org., Inc. v. Ricoh Corp., 487 U.S. 22, 33 (1988) (Kennedy, J., concurring)). As a result, “a valid forum-selection clause [should be] given controlling weight in all but the most exceptional cases.” Id. (internal quotation marks omitted) (quoting Stewart, 487 U.S. at 33 (same)). Such clauses are “prima facie valid” and “should be upheld absent a strong showing that [they] should be set aside.” M/S Bremen v. Zapata Off-Shore Co., 407 U.S. 1, 10 (1972); Wong v. PartyGaming, Ltd., 589 F.3d 821, 828 (6th Cir. 2009) (citing Carnival Cruise Lines, Inc. v. Shute, 499 U.S. 585, 595 (1991))

         A party may resist enforcement of a forum-selection clause only by showing “that enforcement would be ‘unreasonable' under the circumstances.” M/S Bremen, 407 U.S. at 10 (citations omitted); Smith v. Aegon Cos. Pension Plan, 769 F.3d 922 (6th Cir. 2014) (noting that “a party may always challenge the reasonableness of a forum selection clause.”). In determining whether a forum-selection clause is enforceable, the Sixth Circuit considers: “(1) whether the clause was obtained by fraud, duress, or other unconscionable means; (2) whether the designated forum would ineffectively or unfairly handle the suit; and (3) whether the designated forum would be so seriously inconvenient such that requiring the plaintiff to bring suit there would be unjust.” Wong, 589 F.3d at 828 (citation omitted). Of course, “[t]he party opposing the forum selection cause bears the burden of showing that the clause should not be enforced.” Id. (citation omitted).

         Plaintiffs do not dispute the general validity of the forum-selection clause against Lee and have not seriously addressed any of the factors outlined above. Rather, they argue that the Court should ignore the clause for two reasons: (1) the forum-selection clause does not apply to this action and (2) Minnesota courts do not have personal jurisdiction over Bradley, who is a necessary and indispensable party under Fed.R.Civ.P. 19.

         Plaintiffs contend that their claims against TCF fall outside the forum-selection clauses' broad terms because they concern “the failure of the joint enterprise of D&B and TCF colluding with one another to manufacture and tender a truck in conformity with the contract.” (Pls.' Resp. Mot. Dismiss 3). They explain that the clause “would possibly apply if this were an action regarding a dispute as to the amount of interest or fees to be charged[, ]” but it does not apply because ...

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