van de Laar et al v. Mol et al
Filing
13
OPINION AND ORDER GRANTING 6 MOTION (First) to Remand to State Court by Plaintiffs Four-Leaf Clover Dairy LLC, Leontien van de Laar, Wilhelmus van de Laar. This action is REMANDED to the Circuit Court of Wells County, Indiana. Signed by Judge Joseph S Van Bokkelen on 8/20/12. (cc: Certified Copy of Order and Docket Sheet to Wells County Circuit Court). (cer)
United States District Court
Northern District of Indiana
WILHELUS VAN DE LAAR, et al.,
Plaintiffs,
v.
Civil Action No. 1:12-CV-242 JVB
THEO MOL, et al.,
Defendants.
OPINION AND ORDER
This matter is before the Court on Plaintiffs’ motion to remand this action to state court
(DE 6).
A.
Background
Plaintiffs Wilhelmus and Leontien Van de Laar sued Defendants Theo Mol, Vreba-Hoff
Dairy Development LLC (“VVD”) and V624 CR16 LLC (“V624") in Wells County, Indiana
Circuit Court. Defendants removed the action to federal court on the basis of diversity.
Plaintiffs filed a motion to remand, to which Defendants Mol and VVD have objected.
Plaintiffs’ complaint concerns whether Defendants VDD and V624 complied with the
provisions of the Second Amended and Restated Operating Agreement when VVD transferred
its majority interest in Four-Leaf Clover Dairy LLC (“FLCD”) to V624. They seek injunctive
relief, a declaratory judgment, damages, and attorney fees.
B.
Discussion
Plaintiffs argue in their motion for remand that Defendants have not established that the
amount in controversy exceeds $75,000, that Defendants failed to comply with the removal
statute (28 U.S.C. §1446(a)) by failing to file in this Court a copy of all pleadings and orders
from the state court action, and that removal violates the forum selection clause in the
Agreement. The Court reaches only Defendants’ final argument.
The forum selection clause in the Agreement provides:
10.3
Other Disputes All disputes concerning the interpretation or enforcement
of this Agreement other than the disputes described in Section 10.2 above
shall be filed and determined in the state court in the county in which the
Company’s diary is located. With respect to all disputes subject to this
Section 10.3, each Member hereby irrevocably consents to the personal
jurisdiction of such Court and waives (a) the right to a trial by jury and (b)
any right to claim that the Court is an inconvenient or unsuitable forum.
(DE 6-1, Agreement at 21.)
Section 10.2 provides for arbitration of disputes arising under Article V of the
Agreement. Article V concerns the establishment of capital accounts, distributions, and
allocations of profits and losses.
Defendants Mol and VDD assert that the forum selection clause does not apply to
Plaintiffs’ complaint, stating that the dispute concerns ownership of FLCD, which they claim is
akin to a dispute under Article V. They also claim that the forum selection clause is permissive
rather than mandatory.
The Court is not persuaded by these claims. Plaintiffs’ suit involves the interpretation
and enforcement of Article IV of the Agreement, concerning restrictions on transfers of interests.
It does not deal with the matters governed by Article V. The language of the forum selection
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clause— “all disputes concerting the interpretation or enforcement of this Agreement . . . shall
be filed and determined in the state court in the county in which the Company’s diary is located”
(id. (emphasis added))—indicates that the parties intended the clause to be mandatory.
Moreover, the enforcement of a forum selection clause in a contract is a permissible basis for
remand. Roberts & Schaefer Co. v. Merit Contracting Inc., 99 F.3d 248, 252 (7th Cir. 1996).
Accordingly, the motion for remand should be granted.
C.
Conclusion
For the foregoing reasons, the Court GRANTS Plaintiffs’ motion for remand (DE 6).
This action is REMANDED to the Circuit Court of Wells County, Indiana.
SO ORDERED on August 20, 2012.
s/ Joseph S. Van Bokkelen
Joseph S. Van Bokkelen
United States District Judge
Hammond Division
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