Brush Controls, Inc. v. Executive Automation Systems, Inc.

Filing 12

ORDER granting 8 Motion to Dismiss. Signed by District Judge John Corbett O'Meara. (WBar)

UNITED STATES DISTRICT COURT
EASTERN DISTRICT OF MICHIGAN
SOUTHERN DIVISION

BRUSH CONTROLS, INC.,
Case No. 15-11909
Plaintiff,
Honorable John Corbett O’Meara
v.
EXECUTIVE AUTOMATION SYSTEMS, INC.,
Defendant.
/
ORDER GRANTING DEFENDANT’S MOTION TO DISMISS
This matter came before the court on defendant Executive Automation Systems’ July 25, 2015
motion to dismiss. Plaintiff Brush Controls filed a response August 20, 2015; and Defendant filed
a reply September 8, 2015. Oral argument was heard October 15, 2015.
BACKGROUND FACTS
Plaintiff Brush Controls and defendant Executive Automation Systems (“EAS”) entered into
an agreement in which EAS appointed Brush Controls as its exclusive sales representative in
Michigan, sixteen counties in Indiana, and twelve counties in Ontario, Canada. Paragraph 14 of the
agreement sets forth the parties’ selected forum for resolution of any disputes as follows:
This Agreement shall in all respects be interpreted and construed in accordance with
and governed by the laws of the State of Indiana. Jurisdiction of any claim in
connection with this agreement shall be with the Marion County Superior Court in
Marion County, Indiana.
Plaintiff Brush Controls filed its complaint against EAS in this court May 28, 2015, alleging
claims for breach of contract in Count I and violation of the Michigan Sales Representatives
Commission Act in Count II.
LAW AND ANALYSIS

“[T]he appropriate way to enforce a forum-selection clause pointing to a state or foreign forum
is through the doctrine of forum non conveniens.” Atlantic Marine Constr. Co. v. United States Dist.
Court for the W. Dist. Of Texas, 134 S.Ct. 568, 580 (2013). The United States Court of Appeals has
since indicated that a Rule 12(b)(6) motion to dismiss is an appropriate vehicle for relief. Smith v.
Aegon Cos. Pension Plan, 769 F.3d 922, 933 (6th Cir. 2014).
“When the parties have agreed to a valid forum-selection clause, a district court should
ordinarily transfer the case to the forum specified in that clause” and “not necessarily disrupt the
parties’ settled expectations.” Atlantic Marine, 134 S. Ct. at 581, 583. The plaintiff’s choice of
forum “merits no weight,” and “the plaintiff bears the burden of establishing that transfer to the
forum for which the parties bargained is unwarranted.” Id. at 581. Ultimately, “forum-selection
clauses should control except in unusual cases.” Id. at 582.
In this case the forum-selection clause is unambiguous and mandatory: “Jurisdiction . . . shall
be with the Marion County Superior Court in Marion County, Indiana.” Both of the claims alleged
in the complaint arise “in connection” with the agreement, including a claim for commission
payments under the terms of the agreement. Therefore, the entire complaint is subject to dismissal
under the forum selection clause. See Interamerican Trade Corp. v. Companhia Fabricadora De
Pecas, 973 F.2d 487, 490 (6th Cir. 1992).
Plaintiff Brush Controls has failed to show there is anything unusual about this case that would
warrant this court’s refusal to apply the unambiguous terms of the forum selection clause.

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ORDER
It is hereby ORDERED that Defendant’s motion to dismiss is GRANTED.

s/John Corbett O'Meara
United States District Judge
Date: October 19, 2015

I hereby certify that a copy of the foregoing document was served upon counsel of record on
this date, October 19, 2015, using the ECF system.

s/William Barkholz
Case Manager

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